20-F

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report:                     

For the transition period from:                      to                     

Commission file number: 1-10086

VODAFONE GROUP PUBLIC LIMITED COMPANY

(Exact name of Registrant as specified in its charter)

England
(Jurisdiction of incorporation or organization)

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England
(Address of principal executive offices)

Stephen Scott (Group General Counsel and Company Secretary) tel +44 (0)1635 33251, fax +44 (0)1635 45713

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

	Name of each exchange
Title of each class	on which registered
See Schedule A	See Schedule A

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary Shares of 11 3/7 US cents each	53,122,559,390
7% Cumulative Fixed Rate Shares of £1 each	50,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act

Yes þ No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP o	International Financial Reporting þ	Other o
	Standards as issued by the
	International Accounting
	Standards Board

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

SCHEDULE A

	Name of each exchange
Title of each class	on which registered
Ordinary shares of 11 3/7 US cents each	New York Stock Exchange*
American Depositary Shares (evidenced by American Depositary Receipts) each representing ten ordinary shares	New York Stock Exchange
Floating Rate Notes due June 2011	New York Stock Exchange
5.5% Notes due June 2011	New York Stock Exchange
5.35% due Feb 2012	New York Stock Exchange
Floating Rate Notes due Feb 2012	New York Stock Exchange
5% Notes due December 2013	New York Stock Exchange
5.375% Notes due January 2015	New York Stock Exchange
5% Notes due September 2015	New York Stock Exchange
5.75% Notes March 2016	New York Stock Exchange
5.625% Notes due Feb 2017	New York Stock Exchange
4.625% Notes due July 2018	New York Stock Exchange
6.25% Notes due November 2032	New York Stock Exchange
6.15% Notes due Feb 2037	New York Stock Exchange

* Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

     raphic Appears Here]

Our goal is to be the communications leader in an increasingly connected world 1 Highlights 2 Chairman’s Statement 4 Chief Executive’s Review 8 Performance at a Glance 10 Operating Environment and Strategy 12 Group at a Glance Governance* 62 Board of Directors and Group Management 65 Corporate Governance 71 Directors’ Remuneration 14 Business Overview 16 Technology and Resources 20 People 22 Brand and Distribution 24 Products and Services 30 Key Performance Indicators 32 Operating Results 51 Outlook 52 Principal Risk Factors and Uncertainties 54 Financial Position and Resources 59 Corporate Responsibility Additional information 140 Shareholder Information* 146 History and Development^* 147 Regulation^* 150 Non-GAAP Information ^* 152 Form 20-F Cross Reference Guide 154 Cautionary Statement Regarding Forward-Looking Statements^* 155 Definition of Terms 156 Financial Highlights Financials 82 Contents 83 Directors’ Statement of Responsibility^* 84 Audit Report on Internal Controls 85 Critical Accounting Estimates 88 Consolidated Financial Statements 132 Audit Report on the Consolidated Financial Statements 133 Audit Report on the Company Financial Statements 134 Company Financial Statements * These sections make up the Directors’ Report. This constitutes the Annual Report on Form 20-F of Vodafone Group Plc (the “Company”) in accordance with the requirements of the US Securities and Exchange Commission (the “SEC”) and is dated 9 June 2008. This document contains certain information set out within the Company’s Annual Report in accordance with International Financial Reporting Standards (“IFRS”) and with those parts of the UK Companies Act 1985 applicable to companies reporting under IFRS, dated 27 May 2008, as updated or supplemented at the time of filing of the Form 20-F with the SEC. Details of events occurring subsequent to the approval of the Annual Report on 27 May 2008 are summarised on page A-1. The content of the Group’s website (www.vodafone.com) should not be considered to form part of this Annual Report on Form 20-F or the Company’s Annual Report. In the discussion of the Group’s reported financial position, operating results and cash flows for the year ended 31 March 2008, information is presented to provide readers with additional financial information that is regularly reviewed by management. However, this additional information presented is not uniformly defined by all companies, including those in the Group’s industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. Additionally, certain information presented is derived from amounts calculated in accordance with IFRS but is not itself an expressly permitted GAAP measure. Such non-GAAP measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure. For further information see “Non-GAAP Information” on pages 150 to 151 and “Definition of Terms” on page 155. The terms “Vodafone”, the “Group”, “we”, “our” and “us” refer to the Company and, as applicable, its subsidiary undertakings and/or its interests in joint ventures and associated undertakings. This Annual Report contains forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to the Group’s financial condition, results of operations and business management and strategy, plans and objectives for the Group. For further details, please see “Cautionary Statement Regarding Forward-Looking Statements” on page 154 and “Principal Risk Factors and Uncertainties” on pages 52 and 53 for a discussion of the risks associated with these statements. Vodafone, the Vodafone logo, Vodafone live!, Vodafone Mobile Connect, Vodafone Office, Vodafone Wireless Office, Vodafone Passport, Voda fone At Home, Vodafone Zuhause, Vodafone Applications Service, Vodafone Email Plus, Vodafone M-PESA, Vodafone Money Transfer, Vodafone Betavine and Vodacom are trademarks of the Vodafone Group. The RIM^® and BlackBerry^® families of trademarks, images and symbols are the exclusive properties and trademarks of Research in Motion Limited, used by permission. RIM and BlackBerry are registered with the US Patent and Trademark Office and may be pending or registered in other countries. Windows Mobile is either a registered trademark or trademark of Microsoft Corporation in the United States and/or other countries. Palm and Treo are among trademarks or registered trademarks owned by or licensed to Palm, Inc™. SAP is a registered trademark of SAP AG in Germany and in several other countries. Other product and company names mentioned herein may be the trademarks of their respective owners.

Vodafone — Executive            Summary Highlights [Graphic Appears Here] Progress            towards            strategic            objectives • • • • Europe: 2.0% revenue growth with outgoing usage up 20.1% and data revenue up 35.7%, all on an organic basis 9.9% mobile capital intensity for Europe and common functions EMAPA: revenue growth of 45.1%, reflecting acquisitions in India and Turkey. Organic growth of 14.5% Group data revenue up 52.7% to £2.2 billion, with organic growth of 40.6% Key financials · · Adjusted earnings per share up 11.0% to 12.50 pence. Basic earnings per share of 12.56 pence Free cash flow of £5.5 billion. Net cash flow from operating activities of £10.5 billion Other highlights • • • Final dividend            per share of 5.02 pence, giving total dividends per share of 7.51 pence Dividend pay out ratio of 60%, in line with policy, and a total payout of £4.0 billion for the financial year 1^st in UK and 11^th globally in the BrandZ most powerful brands ranking Vodafone Group Plc Annual Report 2008 1

Vodafone — Executive Summary Chairman’s            Statement We took a major step forward in building our developing market presence with the acquisition of Vodafone Essar in India last year. [Graphic Appears Here] Dividends            per share +11.1% 7.51p (2007: 6.76p) I am pleased to report that your Company made further progress during the year, with continuing execution of our strategy and delivery of our financial targets. This is reflected in our results, with total dividends for the year of 7.51 pence, up 11.1%. The share price increased 21% since the beginning of the year, while the FTSE 100 index was down 4% during the same period. Vodafone is a truly international company, with more than 260 million proportionate customers across 25 markets and partner networks in 42 more countries . With more than two thirds of the world’s population now able to benefit from mobile phone coverage, there are approximately 3.5 billion mobile customers globally, a figure that industry analysts expect to rise by around 10% per year in the near future. Approximately half of the world’s GNP now comes from emerging markets and this year we reported that, for the first time, over half our customers are in our EMAPA region. Independent research shows clear evidence of an inextricable link between the rate of mobile penetration in developing markets and the rate of economic growth, where we can also see the social benefits of mobile as it frees people to leave home in their search for jobs and can become a method for remitting payments to their families in some countries . We took a major step forward in building our developing market presence with the acquisition of Vodafone Essar in India last year. The business, which now operates under the Vodafone brand, is already our largest controlled business in terms of customer numbers at over 44 million. The Vodafone Group Board visited India earlier this year; we gained a very positive impression of the business and our prospects in this huge, dynamic market. We are adding around 1.5 million customers each month in India, which operates a very different cost model, especially when revenue is on average equivalent to only 2 US cents per minute. We have much to learn from this successful business and much to contribute . Your Board will continue to be alert to other developing market acquisition opportunities . At present, our EMAPA region represents more than 25% of our revenue; we see this increasing in the years ahead. In Europe, our challenges are very different given the relative maturity of the markets, most of which have over 100% penetration . Here we are countering pressure on our traditional revenue by becoming more productive and we are establishing new sources of revenue . We are seeing benefits from the major efficiency programmes we established several years ago and this year we undertook further initiatives to expand our network sharing with other operators, thus reducing both capital and recurrent expenditure . Data services (including email, music and the internet) in Europe are an important source of growth, producing significant increases in revenue . Additionally, revenue from our business customers is growing much faster than the consumer sector, which plays to our strong franchise in Europe and in an increasingly mobile business world. In the US, our investment in Verizon Wireless continues to do well and in our judgement is an appreciating asset, which generates very strong levels of cash flow. We are cooperating closely with Verizon Wireless in a number of important areas, including 4G technology and servicing international companies . Our industry remains very much in the regulatory spotlight and your Board monitors the regulatory environment carefully as it has significant economic consequence s for shareholders . 2Vodafone Group Plc Annual Report 2008

Total shareholder return April 2007 to May 2008 Vodafone +26% FTSE 100 +2% Vodafone            share price +25% vs FTSE 100 oVodafone Group o___FTSE 100 index [Graphic Appears Here] April 2007 May 2008 Whether it relates to pricing, taxation or spectrum, what we would like is a public policy framework which provides clarity, accountability and which facilitates growth, investment and fair competition . This is important in all areas of policy, including the allocation of spectrum which today remains in the hands of governments around the world. Spectrum is our licence to do business . If we buy too much, we do not use our shareholders’ capital optimally . If we buy too little, we drop our customers’ calls — and, of course, we can only buy it when it is available . The upfront costs of spectrum are ultimately borne by our customers and shareholders, the effect on the government finances is to receive cash in advance but to reduce tax payments later, as the capital cost is amortised against profits over the life of the spectrum . This is a period of unprecedented change in our business . The industry is changing shape as mobile phones, new technology and the internet converge, enabling us to expand the services that we can offer. This is also bringing new competitors both from within the industry and from outside. We are very proud of the work of our 22 Foundations around the world, which represents a charitable network investing £41 million each year in projects and programmes supporting the communities where we operate. During the year, we established the Vodafone India Foundation, which will focus on helping to improve the skills set of young people in India as they compete for jobs in the global market. After five years in the role our Chief Executive, Arun Sarin, has decided to retire and will be stepping down at the conclusion of our AGM. He has done a tremendous job, having led the Company with distinction and navigated Vodafone through a period of rapid change. He developed a new strategy for the business and significantly expanded our footprint in emerging markets . The Board has a great deal to thank him for and I would like personally to thank him for all he has done for the business and wish him and his family all the best for the future. In Vittorio Colao we have a fine successor and I am looking forward to working with him in his new role. Non-executive directors Michael Boskin, who joined the Board in 1999 on the Company’s merger with AirTouch Communications Inc., and Jürgen Schrempp, who became a Director in 2000 when Vodafone completed its acquisition of Mannesmann, will not be seeking re-election at the AGM on 29 July 2008. I would like to thank Michael and Jürgen for their contributions and for the different and important perspectives each has brought to our Board. They have served with distinction and I am particularly grateful to them for their tireless work on our committees . We conducted our annual Board evaluation internally this year and this generated good ideas for improving our performance . Your Company operates in a challenging environment where rapid change is impacting our customers and therefore our business . Wherever I go, I am enormously impressed by the talented Vodafone people I meet and on behalf of the Board, I would like to thank all of them for what they have achieved during the year. Your Board is confident that we are well positioned to build on our success in the coming years. [Graphic Appears Here] Chairman Vodafone            Group Plc Annual Report 2008 3

Vodafone — Executive Summary Chief            Executive’s            Review Our strategy is delivering results and continuing to position us as a leader in the communications industry . [Graphic Appears Here] Our cash flow generation remains strong, supporting our robust financial position and shareholder returns, with free cash flow of £5.5 billion. Adjusted earnings per share increased by 11.0% to 12.50 pence, enabling dividends per share to increase by 11.1% to 7.51 pence. Group revenue increased by 14.1% to £35.5 billion, or 4.2% on an organic basis. In Europe, organic revenue growth was 2.0% with competitive and regulatory pressures continuing to impact on solid underlying growth. EMAPA delivered further strong growth with revenue increasing by 45.1%, or 14.5% on an organic basis, with double digit growth across many markets . Group adjusted operating profit increased by 5.7% to £10.1 billion, with a continued strong contribution from Verizon Wireless in the US, which continues to be an important and attractive market. We remain committed to our investment in Verizon Wireless, which continues to perform very well on all key metrics, with constant currency growth of 14.5% in revenue and 24.8% in adjusted operating profit and market leadership in contract customers, churn and profitability . We invested £5.1 billion in capitalised fixed asset additions, including £1.0 billion in our operations in India, in line with our plans, to support the rapid growth. Vodafone now has over 260 million proportionate mobile customers worldwide with strong growth during the year in our EMAPA region, in particular in our new business in India which has been successfully integrated into the Group and now has over 44 million customers, with over 50% pro forma revenue growth. In a challenging operating environment, we are stimulating greater usage and introducing new services to offset falling prices and continue to drive cost efficiency across the Group. Importantly, we have positioned ourselves to deliver total communications to our customers by investing significantly in our mobile broadband networks, establishing fixed broadband capability across our European markets and developing services specifically for the mobile internet . There have been a number of key achievements against our five strategic objectives in the last 12 months which are discussed below, together with an overview of how the communications environment is evolving and why we believe Vodafone is uniquely positioned to succeed . Revenue stimulation and cost reduction in Europe Our core revenue initiatives continue to focus on offering innovative tariffs, larger minute bundles and targeted promotions to stimulate additional usage as well as improving customer lifetime value. Overall, voice usage increased by 16.7% in the year, with good growth across our major markets . We are particularly strong in the business segment where our unique footprint and innovative services have enabled us to create a market leading position, which we strengthened earlier in the year by establishing Vodafone Global Enterprise to service our largest multinational customers . Pricing pressure from competition and regulation remains strong, with a 15.8% fall in the effective voice price per minute for our Europe region, offsetting the benefits from growth in usage. 4 Vodafone Group Plc Annual Report 2008

Messaging revenue increased by 8.1% on an organic basis, with a 28.1% increase in the total number of text and picture messages sent. This reflects strong performances in the year in Italy and the UK, primarily through targeted promotions and tariffs. In 2006, we set out a number of core cost reduction programmes that are now delivering results and have contributed to the key cost targets we met this year, with savings of around £300 million during the year, bringing the cumulative savings to date to around £550 million. We have achieved mobile capital expenditure at 10% of mobile revenue for 2008, with important contributions from centralising key purchasing activities and consolidating our data centres, while having enhanced the speed and data capability of our mobile networks . These programmes, together with the outsourcing of certain IT operations, have also contributed to maintaining broadly stable operating expenses for 2008 compared to 2006. This has been achieved in a period when customers have increased on an organic basis by 19%, voice minutes by 36% and data volumes by over tenfold. Innovate and deliver on our customers’ total communications needs Our strategy is to expand beyond our core mobile services to offer a choice of communications, entertainment and internet services, with a focus on four key areas. These areas generated around 13% of Group revenue this year and we expect this to increase to around 20% in 2010. Over the year, data revenue increased by 40.6% on an organic basis to £2.2 billion, principally driven by continued strong growth in business email and PC connectivity devices, which in total nearly doubled to 5.8 million. We have seen strong take up this year of USB modems, which provide easy to use mobile broadband access for PCs and laptops to consumers and business customers . For consumers, we also took the opportunity to refresh our mobile internet offerings during the year in eight markets, resulting in 2 million customers signing up to flat rate mobile internet access. [Graphic Appears Here] Our data revenue growth is being enabled by the investment in our 3G networks which now offer up to 3.6 Mbps and by the end of the year will begin to offer 14.4 Mbps, which will provide a compelling alternative to fixed broadband for many customers . We have a clear technology path which will ultimately lead to 4G technology but not before 2010. Unlike the transition from 2G to 3G, we are shaping 4G today together with Verizon Wireless and China Mobile to ensure a smoother transition for the industry, with no step change in cost. In addition, some customers need the data speeds of fixed broadband and during the year we established fixed broadband capability in our European markets as part of our strategy to deliver total communications . We are leveraging our brand, distribution and customer relationships to provide an attractive, integrated proposition . At the end of the year we had 3.6 million fixed broadband customers in 13 markets, principally in Germany and in our newly acquired businesses in Italy and Spain. We are substituting fixed line voice services for mobile in the home or the office by offering fixed location pricing plans giving customers fixed line prices when they call from within or around their home or office. We have made good progress over the year and now have 4.4 million Vodafone At Home customers and over 3 million Vodafone Office customers, up from 3.3 million and 2.3 million, respectively, a year ago. Mobile advertising is another focus area for us and we have been trialling various business models, including targeted demographic advertising through display and search advertising, and now have agreements with over 40 leading brands. We believe mobile advertising represents a significant opportunity for us and, throughout the year, have put in place the right foundations to grow this business in the future. D eliver strong growth in emerging markets Our emerging market assets continue to perform well. Vodafone Essar in India is delivering very strong growth and performing in line with our acquisition plan. Revenue increased by over 50% during the year on a pro forma basis, driven by rapid expansion of the customer base, with an average of 1.5 million net customer additions per month since acquisition . We have also established an independent tower company with two other operators to drive further strong, cost efficient growth. Vodacom recorded constant currency revenue growth of 16.9% from its market leading position in South Africa and strong growth in its southern Africa operations . We also saw revenue growth of 29.9% in Egypt, 20.3% in Romania and pro forma growth of 24% in Turkey, all on a constant currency basis. The value of our investment in China Mobile has increased by over 60% since the beginning of the year to £4.8 billion currently, with its customer base increasing 24% to 392.1 million and market penetration at 41%. In addition to strong customer growth, we are differentiating ourselves through a number of initiatives . Most significantly, we are leveraging the Group’s scale to provide low cost handsets, which retail for as little as $20 and enable us to address developing economies without the need for subsidies . We shipped 7 million handsets in the year, mostly to India, making us the second largest supplier of handsets in that market. Vodafone            Group Plc Annual Report 2008 5

Vodafone — Executive Summary Chief            Executive’s            Reviewcontinued Actively            manage            our portfolio            to maximise            returns We completed the acquisition of Vodafone Essar in India in May 2007. We also strengthened our total communications offerings in Italy and Spain through the purchase of Tele2’s assets in those countries in December 2007 and in May 2008 acquired the minority interests in Arcor. In December 2007, we won the auction for the second mobile licence in Qatar through a consortium with the Qatar Foundation, in which we are the controlling partner. All our transactions are subject to strict financial criteria so as to deliver superior returns to our shareholders . We now have 42 partner market agreements . These arrangements enable us to increase the presence of our brand and services without the need for direct equity investment, either because the investment opportunity does not exist or the returns are unattractive . Align capital structure and shareholder returns policy to strategy The Board remains committed to its policy of distributing 60% of adjusted earnings per share by way of dividend . Our robust financial and operating performance, together with a positive impact from foreign currency exchange rates, offset the dilution arising from the India acquisition and delivered 11% growth in adjusted earnings per share and therefore in dividends per share. Notwithstanding the increase in net debt to £25.1 billion, our long term credit ratings currently remain at low single A on average, in line with our Group policy. Evolving environment Two years ago we updated our strategy to reflect developments in our industry and have made strong progress executing against our objectives since then. The communications industry continues to evolve and our five strategic objectives continue to position us well in this environment . Firstly, customer needs and preferences in particular continue to evolve. We are transitioning from being a provider of core mobile voice and messaging services to offering a wide range of communications and one of the key advancements in the past year has been the mobile internet . Customers are taking content and applications from their PC to their mobile and this needs a compelling mobile internet experience . We are, therefore, developing a range of internet services and content specifically for mobile by enhancing our successful Vodafone live! offering to include email, instant messaging and social networking while leveraging the power of mobile through location based services . We are also ensuring that devices are developed with innovative functionality and intuitive user interfaces that are suitable for the mobile internet, with features such as touch screen technology . Our investment in high speed data networks provides the platform to deliver these services to customers, as does the ongoing development of our customer information and support systems . However, these developments in our industry also challenge our traditional business model as partners such as software providers, internet companies and handset manufacturers also become competitors . The industry is changing and, although the majority of our revenue will continue to be from our core mobile business, we are positioning ourselves for this change through our total communications strategy to deliver broadband and internet offerings . Secondly, competitive and regulatory pressures continue to reduce prices in the industry and therefore we continue to stimulate additional r evenue and reduce costs. On revenue, there is still significant opportunity for growth in mobile usage. Average mobile usage levels per customer in Europe remain well below markets such as the US and India and significant volumes of minutes continue to be carried by fixed networks . Our established major cost reduction programmes are now delivering results and we are continuing to look at ways of managing our costs to maintain our market competitiveness . During the year, we have recently centralised our handset design and procurement to not only drive cost savings but also to facilitate the development of devices for the mobile internet . We also continue to standardise our network design and deployment, particularly in the core network to take advantage of an all IP infrastructure . One of the more important developments during the year has been the extension of network sharing across our markets, with agreements reached in Italy and the UK, resulting in site sharing in nine out of our ten Europe region markets . This is a key area of focus for us and we aim to build on the current level of around one third of sites shared and explore opportunities to extend the scope of network sharing. We have made good progress on our cost saving initiatives over the past year. Finally, while penetration is very high in Europe, across emerging markets it is on average still much lower which, together with higher GDP growth prospects, provides a significant revenue growth opportunity . Over time, we expect these markets will also show the same demand for entertainment and internet based services that we are seeing in more developed markets and we are well placed to meet such demand . Our money transfer solution, Vodafone M-Pesa/Vodafone Money Transfer, was launched earlier in the year and is proving to be a significant point of differentiation in Kenya as we provide some banking capability through mobile phones to a largely cash based country. This is an evolving area which we expect to bring to more countries and also has the potential to expand beyond the current focus on money transfers and micro payments . 6 Vodafone Group Plc Annual Report 2008

As well as driving growth in our existing emerging market assets, we will continue to explore further opportunities to expand our emerging market footprint through selective investments, with a particular focus on Africa and Asia. Uniquely positioned to deliver growth We believe that Vodafone is uniquely positioned to capitalise on the evolving communications environment . Our portfolio of assets provides the advantages of scale and exposure to attractive growth, and leverages our strong customer franchise in both consumer and business segments supported by a leading global brand. We have a market leading position in mature, high cash flow generating markets in Europe combined with an increasing exposure to higher growth emerging markets in Eastern Europe, Middle East, Africa and Asia, in particular in India. We also have a material position in the attractive US market through our stake in Verizon Wireless . By expanding beyond our historic core mobile offerings to deliver data and fixed broadband services through our total communications strategy, this enables us to continue to be a leader in the increasingly integrated communications industry and therefore supports continued strong cash generation and returns to shareholders . Prospects for the year ahead Operating conditions are expected to continue to be challenging in Europe given the current economic environment and ongoing pricing and regulatory pressures but with continued positive trends in messaging and data revenue and voice usage growth. We expect increasing market penetration to continue to result in overall strong growth for the EMAPA region. Our geographically diverse portfolio should provide some resilience in the current economic environment . We also anticipate significant benefit from recent changes in foreign exchange rates compared to 2008, particularly in respect of the euro, which we have assumed to be on average at 1.30 to sterling for the year. Our revenue expectations for the year ahead reflect our drive for growth, particularly in respect of our total communications strategy for data and fixed broadband services and in emerging markets         . Adjusted operating profit is therefore anticipated to reflect a greater proportion of lower margin fixed broadband services together with continued strong performance from Verizon Wireless in the US. Capital expenditure on fixed assets includes an increase in investment in India to drive further strong growth. Capital intensity is expected to be maintained at around 10% of revenue for the total of our Europe region and common functions, with continued investment in growth. Free cash flow excludes spectrum and licence payments and is after taking into account £0.3 billion from payments for capital expenditure deferred from 2008. Personal reflections I recently announced my decision to retire as the Chief Executive of the Company following the AGM on 29 July. It has been a privilege to lead Vodafone over the last five years. We have made significant progress, changing our strategy from mobile to total communications, including broadband and the internet . We have secured some important assets in markets including Turkey and India, and we have integrated these acquired businesses to build a global company . Our Board and employees are aligned behind the strategic direction of the business and the Company is well positioned to succeed in the future. We have issued a strong set of 2008 annual results in line with, or ahead of, guidance and the Company has built strong momentum in executing its strategy . I have accomplished what I set out to achieve on taking the role as Chief Executive and therefore felt the time was right to hand over responsibilities to a successor . I am delighted that Vittorio Colao will be taking over as Chief Executive . He has the knowledge and vision to drive the business towards future success . I believe Vodafone is well p ositioned to continue delivering value to both customers and shareholders . I would like to thank the Board for its support, insight and counsel in recent years. I would also like to thank our 72,000 employees for their ongoing customer focus and wish them every success in the future. [Graphic Appears Here] Arun Sarin Chief Executive [Graphic Appears Here] Vodafone            Group Plc Annual Report 2008 7

Vodafone — Executive Summary Performance            at a Glance Vodafone is the world’s leading international mobile communications group, providing a wide range of communications services . Regions • Europe • EMAPA (Eastern            Europe, Middle East, Africa and Asia, Pacific and Affiliates) Analysis            of Group            Contribution            to Group revenue 2008 (%) revenue            growth 2008 (%) 100 EMAPA 26 EMAPA 66 80 Europe 74 60 40 Europe 34 20 0 Analysis            of Group            adjusted            Contribution            to Group operating            profit 2008 (%) adjusted            operating            profit growth 2008 (%) 100 EMAPA 37 EMAPA 89 80 60 Europe 62 40 20 Europe 9 0 Where relevant, growth rates include the impact of acquisitions and disposals, in particular in India. 8 Vodafone Group Plc Annual Report 2008

Europe Registered proportionate            mobile customers (millions) 118 .8 Average            mobile customer            penetration (%) 100+ EMAPA Registered proportionate            mobile customers (millions) 141 .7 Average            mobile customer            penetration (%) 36 2008 revenue Europe £bn 26.1 EMAPA £bn 9.3 Group £bn 35.5 2008 adjusted operating            profit £bn 6.2 Growth % 6.1 Growth % 0.8 Growth % 45.1 £bn 3.7 Growth % 15.0 Growth % 14.1 £bn 10.1 Growth % 5.7 Services Voice            Messaging            Data            Fixed line & other Vodafone’s            core service to            Text, picture and video messaging            Provides            email, mobile            Fixed broadband            offerings customers            is to provide mobile            on mobile devices            connectivity            and internet            to meet customers’ total voice communications            on your mobile            communications            needs Outgoing            minutes            usage            SMS usage            PC connectivity            devices            Fixed broadband            customers (billions of minutes) (billions of messages) (millions) (millions) 282 .9 131 .4 2.7 3.6 [Graphic Appears Here] [Graphic Appears Here] [Graphic Appears Here] [Graphic Appears Here] 2008 revenue            by service Voice £bn Growth % Messaging £bn Growth % 24.9 11.7 4.1 13.7 Data £bn Growth % Fixed line & other £bn Growth % 2.2 52.7 1.9 19.9 Group service revenue £bn            Growth % 33.0 14.4 [Graphic Appears Here] Vodafone            Group Plc Annual Report 2008 9

Vodafone — Executive Summary Operating            Environment            and Strategy Vodafone is seeing significant change in its operating environment . Traditional market boundaries are shifting as customers benefit from a growing choice in communications services . “Our strategy, as set out in May 2006, continues to address the changing operating environment” Arun Sarin Chief Executive Operating environment The industry            landscape            continues            to evolve Vodafone is seeing significant change in its operating environment . Traditional market boundaries are shifting as customers benefit from a growing choice in communications services, devices and providers that span mobile, broadband and the internet . This change is being driven by evolving customer needs, the emergence of new technologies, intensifying price competition from both new and established competitors and regulatory pressures . Customers Customers’ needs are changing, including the desire for faster access to services, simple and value driven tariffs and easy to use devices. Customers increasingly want mobile data services, such as email and internet access, so that they can use the internet on their mobile devices in much the same way as they use it on their PC. In order to meet customers’ evolving needs, the Group is building upon its traditional services of voice and messaging to include newer offerings such as mobile and fixed broadband . Technology Technology within the mobile industry is evolving rapidly. Vodafone has been upgrading its networks to enable the provision of high speed mobile internet and broadband in addition to core voice and messaging services . Ongoing network enhancements are expected to provide even faster access and a better user experience . In addition, the range and capability of mobile devices continues to evolve in terms of speed, data capacity and multi-function capability . Against this background, the Group continues to carefully assess, select and deploy the appropriate technology and devices in order to improve both operational efficiency and customer service. Competition The communications market is very competitive, with a number of providers in most countries . The Group’s principal competitors are existing mobile network operators (“MNOs”) in each of its geographic markets . In addition, the Group competes with mobile virtual network operators (“MVNOs”) that lease network capacity from MNOs and fixed line operators offering combined fixed and mobile services . New competitors are also beginning to enter the communications market, including internet based companies, handset manufacturers and software providers . These companies are being encouraged by the relative attractiveness of the industry and the opportunity to extend their services to mobile. Vodafone’s core European market has high mobile penetration of over 100% due to some customers owning more than one subscriber identity module (“SIM”), which limits customer growth. The combination of high penetration and competitive intensity is expected to continue to place significant downward pressure on prices. Regulation Regulatory activities by both national and EU authorities continue to have a significant impact on the telecommunications sector. Around 20% of the Group’s revenue is directly subject to regulation - - mainly related to termination rates and international voice roaming . The competitive environment is also impacted by regulation in a number of areas, including the allocation of radio spectrum, the provision of network access to third parties an d network sharing. Regulation is anticipated to continue to have a major influence on both the Group and the telecommunications industry . Vodafone’s            strategy            addresses            the changing            environment The            external            environment            Strategic            objectives Ongoing            regulatory            and competitive            pressures 1 Revenue            stimulation            and cost            reduction            in Europe in Europe Growing            choice of communication            services 2 Innovate            and deliver on our customers’ and providers            total            communications            needs Growing            demand            for mobile data and broadband Growth            potential            in emerging            markets 3 Deliver strong growth in emerging            markets Appropriate            return to shareholders 4 Actively manage            our portfolio            to            maximise            returns 5 Align capital structure            and shareholder            returns policy to strategy [Graphic Appears Here] [Graphic Appears Here] [Graphic Appears Here] [Graphic Appears Here] [Graphic Appears Here] 10 Vodafone            Group Plc Annual Report 2008

Strategy Vodafone’s five key strategic objectives were set out in May 2006 to address the mobile industry’s changing environment and to draw upon the Group’s strengths . Revenue stimulation and cost reduction in Europe Competition and regulation in Europe are placing significant pressure on pricing. In order to offset these pressures, the Group’s strategy is to drive additional revenue and reduce costs. Revenue stimulation is focused on ways to encourage additional usage and revenue from core voice and messaging services in Europe, where only around 40% of voice traffic is carried over mobile networks and customers use their mobiles for around 170 minutes per month, around a quarter of comparable US levels. The strategy is based on a market by market approach of targeted propositions for key customer segments . Consumer offers include a range of attractive tariffs, which are designed to offer both simplicity and value. Business propositions are focused on leveraging Vodafone’s market leading presence among European business customers . For roaming customers, Vodafone’s wide European footprint enables it to offer competitive and transparent price tariffs. Cost reduction is being driven by leveraging the Group’s local and regional scale. Key initiatives are focused on centralising, sharing and outsourcing certain activities . The Group has centralised bulk purchasing of networks, IT and services to drive cost efficiencies . Parts of the networks have been shared with other operators to reduce the costs, as well as the environmental impact, of network expansion and maintenance . In addition, certain functions have been outsourced in markets where industry leading partners are able to realise greater scale and cost efficiencies . Business            units aligned to strategy Europe Key focus Revenue            stimulation            and cost reduction [Graphic Appears Here] Innovate            and deliver on our customers’ total communications            needs The communications environment is constantly evolving and customers increasingly want solutions to meet all their communications needs from one provider . In this environment, Vodafone has broadened its offerings beyond core voice and messaging to include total communications solutions, which is comprised of data, fixed location services, fixed broadband and advertising . Vodafone continues to benefit from strong data revenue growth, particularly due to mobile devices and services that connect business and consumer users to their email and the internet . In addition, through partnerships with leading internet companies, the Group provides products and services that integrate the mobile and PC environments . This enables consumers to use their mobiles to replicate fixed line internet activities . Fixed location services have been developed to encourage customers to substitute fixed line usage for mobile within their home and office environments . This includes services that allow customers to make mobile calls from designated locations at prices similar to fixed line providers . Vodafone offers fixed broadband services as a complement to its mobile broadband products . This combination enables customers to have alternative means to access their internet applications either at home, in the office or on the move. Fixed broadband is provided through a mixture of owned assets and wholesale relationships with leading partners . Mobile advertising is still in its infancy, but offers a potentially significant future revenue stream. By using mobile devices, both advertisers and consumers have the opportunity to create and receiv e adverts that are more targeted to users’ interests and preferences than traditional media. The Group’s current focus is on building the appropriate distribution channels and content. Total communications services contributed 13% of Group revenue during the year and are expected to represent around 20% by the 2010 financial year. Deliver strong growth in emerging markets Emerging markets are expected to represent an increasing            proportion            of the Group in the next few years due to organic growth and new investments . Existing markets continue to benefit from strong customer growth due to low mobile penetration rates of 36% on average. Additional value is being driven by measures to reduce costs and stimulate revenue by leveraging the Group’s global scale and best practice from within its more established European operations . The Group continues to pursue selective opportunities to invest in new markets as well as taking opportunities to increase its stakes in existing markets . The focus is on attractive growth regions such as the Middle East, Africa and Asia. Actively            managing our portfolio            to maximise            returns Estimated            mobile penetration            Europe (%) At 31 December 2007 Germany 117 Italy 153 Spain 122 UK 122 Estimated mobile penetration EMAPA (%) At 31 December 2007 Egypt 42 India 21 Romania 103 Turkey 80 US 86 Vodafone Group Plc Annual Report 2008 11

Vodafone — Executive Summary Group            at a Glance The Group has a significant global presence in 25 countries through equity interests and a further 42 countries            through partner market arrangements. The Group is organised            in two geographic            regions -Europe and EMAPA — with the objective            of aligning operations            with the Group’s strategy            and focusing            the Group’s businesses            according            to different            market and customer     &nb sp;      requirements . Europe Revenue            stimulation            and cost reduction            in Europe The Group’s strategy is to drive additional usage and revenue from core mobile voice and messaging services, which represent around 80% of revenue in Europe today, and to reduce its cost base. The Europe region includes the Group’s principal mobile subsidiaries located in Germany, Spain and the UK, its principal joint venture in Italy, as well as the Group’s principal fixed line telecommunications subsidiary in Germany . Other businesses in the European region comprise Albania, Greece, Ireland, Malta, the Netherlands and Portugal, as well as its associated undertaking in France. Size of circle Number of proportionate            mobile customers (‘000) Subsidiary Joint venture Associate All the Group’s mobile subsidiaries in Europe and the joint venture in Italy operate under the brand name ‘Vodafone’ . The Group’s fixed line subsidiary operates as Arcor and the Group’s associated undertaking in France operates as SFR and Neuf Cegetel. [Graphic Appears Here] Customer            market share (%) At 31 December 2007 [Graphic Appears Here] Germany            Italy            Spain            UK Italy 23,068 Albania Spain 16,039 Portugal 5,209 1,130 [Graphic Appears Here] [Graphic Appears Here] 200 Partner            markets Partner markets are operations in which the Group has entered into a partnership agreement with a local mobile operator, enabling a range of Vodafone’s global products and services to be marketed in that operator’s territory . Under the terms of these partner market agreements, the Group and its partners cooperate in the development and marketing of certain services, often under dual brand logos. The Group’s partner market strategy enables the Group to implement its global services in new territories, extend its brand reach into new markets and create additional revenue without the need for equity investment . Similar arrangements also exist with a number of the Group’s joint ventures, associated undertakings and investments . The resu lts of partner markets are included within common functions, together with the net result of unallocated central costs and recharges to the Group’s operations, including royalty fees for the use of the Vodafone brand. Partnership agreements in place at 31 March 2008, excluding those with the Group’s joint ventures, associated undertakings and investments, are shown in the table. Since 31 March 2008, the Group has entered into four further partner market agreements . 12Vodafone Group Plc Annual Report 2008

EMAPA Deliver strong growth in emerging            markets The Group’s focus is to build on its strong record of creating value in emerging markets where average market penetration is relatively low, offering significant customer and revenue growth potential . The EMAPA region covers Eastern Europe, Middle East, Africa and Asia, Pacific and Affiliates, and includes the Group’s subsidiary operations in the Czech Republic, Hungary, Romania, Turkey, Egypt, India, Australia and New Zealand, joint ventures in Poland, Kenya, South Africa and Fiji, an associated undertaking in the US and the Group’s investments in China and India. The Group’s subsidiaries in EMAPA operate under the ‘Vodafone’ brand. The joint ventures, associated undertakings and investments operate under the following brands: China — China Mobile; Fiji — Vodafone; India — Airtel; Kenya — Safaricom; Poland — Plus; South Africa — Vodacom; US - Verizon Wireless . [Graphic Appears Here] Argentina            CTI Móvil⁽¹⁾ El Salvador            Claro⁽¹⁾ Luxembourg            LUXGSM Austria            A1 Estonia            Elisa            Malaysia            Celcom Bahrain            Zain            Finland            Elisa            Mexico            Telcel⁽¹⁾ Belgium            Proximus            Guatemala            Claro⁽¹⁾ Nicaragua            Claro⁽¹⁾ Brazil            Claro⁽¹⁾ Guernsey            Airtel-Vodafone            Norway            TDC Bulgaria            Mobiltel            Honduras            Claro⁽¹⁾ Paraguay            Claro⁽¹⁾ Caribbean (2) Digicel            Hong Kong            SmarTone -Vodafone            Peru            Claro⁽¹⁾ Chile            Claro⁽¹⁾ Iceland            Vodafone            Singapore            M1 Colombia            Comcel (1) Indonesia             XL            Slovenia            Si.mobile-Vodafone Croatia            VIPnet            Japan            SoftBank            Sri Lanka            Dialog Cyprus            Cytamobile -Vodafone            Jersey            Airtel-Vodafone            Switzerland            Swisscom Denmark            TDC            Latvia            Bité Uruguay            Claro ⁽¹⁾ Ecuador            Porta⁽¹⁾ Lithuania            Bité Notes: (1) Partnership through America Móvil. (2) Partnership includes Bermuda and the following countries within the Caribbean: Anguilla, Antigua and Barbuda, Aruba, Barbados, Bonaire, Curaçao, the Cayman Islands, Dominica, French West Indies, Grenada, Jamaica, Haiti, St Lucia, St Kitts and Nevis, St Vincent, Trinidad and Tobago, Turks and Caicos Islands and British Guyana. Vodafone            Group Plc Annual Report 2008 13

Vodafone — Business Business            Overview This section explains how Vodafone operates, from the key assets it holds to the activities it carries out to enable the delivery of products and services to the Group’s customers . Technology & Resourcespage 16 People page 20 Brand & Distribution            page 22 Licences Vodafone has mobile licences in all the countries in which it operates as they are fundamental to the provision of mobile telecommunications services Network infrastructure Connects all customers together and enables the Group to provide mobile and fixed voice, messaging and data services Supply chain management Handsets, network equipment, marketing and IT services account for the majority of Vodafone’s purchases, with the bulk being sourced from global suppliers Research and development The emphasis of the Group R&D work programme is providing technology analysis and a vision that can contribute directly to business decisions 14Vodafone Group Plc Annual Report 2008

Customer            strategy            and management Vodafone endeavours to ensure that customer needs are at the centre of all of the Group’s actions Marketing and brand Vodafone has continued to focus on delivering a superior, consistent and differentiated customer experience through its brand and communication activities Direct Distribution · Retail (owned and franchised) · Tele-sales and internet [Graphic Appears Here] People Vodafone employed approximately 72,000 people worldwide during the 2008 financial year, with a goal to recruit, develop and retain the most talented and motivated people that are well aligned with the Vodafone brand essence Indirect Distribution •Third party service providers •Independent dealers, distributors and retailers •MVNOs •IT resellers Products & Services page 24 Voice Voice services continue to make up the largest portion of the Group’s revenue Messaging Allows customers            to send and receive messages            using mobile devices Data The Group offers a number of products and services to enhance customers’ access to data services Fixed line Provides customers with data and fixed voice solutions to meet their total communications needs Other Includes            mobile advertising            and business            managed            services [Graphic Appears Here] Vodafone Group Plc Annual Report 2008 15

Vodafone — Business Technology            and Resources Vodafone’s key technologies and resources include the telecommunications licences it holds and the related network infrastructure, which enable the Group to operate telecommunications networks in 22 controlled and jointly controlled markets around the world. Licences The Group is dependent on the licences it holds to operate mobile communication services . Further detail on the issue and regulation of licences can be found in “Regulation” on page 147. The table below summarises the significant mobile licences held by the Group’s mobile operating subsidiaries and the Group’s joint venture in Italy at 31 March 2008. In addition, the Group also has a number of licences to provide fixed line services in many countries in which it operates . The Group holds sufficient spectrum in the majority of the Group’s mobile operating subsidiaries and joint ventures, which meet the medium term requirements for forecast voice and data growth. There is also the possibility of enhancing the medium term needs for voice and data capacity through the refarming of the Group’s existing holdings to more efficient technologies . In areas where the Group needs to increase capacity, it will participate on an opportunity basis in future auctions . Country by region 2G licence expiry date 3G licence expiry date Europe Germany            December 2016 December 2020 Italy            February 2015 December 2021 Spain            July 2023⁽¹⁾ April 2020 UK            See note 2 December 2021 Albania            June 2016 N/A — No licences            issued Greece            August 2016⁽³⁾ August 2021 Ireland            May 2011⁽⁴⁾ October 2022 Malta⁽⁵⁾ September 2010 August 2020 Netherlands            March 2013 December 2016 Portugal            October 2021 January 2016 EMAPA (6) Australia            See note 7 October 2017 Czech Republic            January 2021 February 2025 Egypt            January 2022 January 2022 Hungary            July 2014⁽⁸⁾ December 2019 ⁽⁹⁾ India⁽¹⁰⁾ November 2014 - December 2026 N/A — No licences            issued New Zealand            See note 11 March 2021⁽¹¹⁾ Romania            December 2011 March 2020 Turkey            April 2023 N/A — No licences            issued Notes: (1) Date relates to 1800 MHz spectrum licence. Spain also has a separate 900 MHz spectrum licence which expires in February 2020. (2) Indefinite licence with a one year notice of revocation. (3) Th e licence granted in 1992 (900 MHz spectrum) will expire in September 2012. The licence granted in 2001 (900 and 1800 MHz spectrum) will expire in August 2016. (4) Date refers to 900 MHz licence. Ireland also has a separate 1800 MHz spectrum licence which expires in December 2015. (5) Malta also holds a WiMAX licence, granted in October 2005 and which expires in October 2020. (6) In December 2007, a consortium including Vodafone was named as the successful applicant in the auction for a mobile licence in Qatar. Subject to regulatory approvals, the licence is expected to be awarded in June 2008. Services are expected to be launched under the Vodafone brand by the end of the 2009 financial year. (7) Australia holds a 900 MHz spectrum licence. This is a rolling five year licence which expires in June 2012. Vodafone Australia also holds two 1800 MHz spectrum licences. One of these licences expires in June 2013 and the other in March 2015. (8) There is an option to extend this licence for seven years. (9) There is an option to extend this licence. (10) India is comprised of 23 service areas with a variety of expiry dates. There is an option to extend these licences by ten years. (11) By the end of March 2008, New Zealand owned two 900 MHz licences (each 2x7.5 MHz), which expire in November 2011 and in June 2012. These licences are expected to be renewed until November 2031. Additionally, Vodafone New Zealand owns a 1800 MHz spectrum licence (2x15 MHz) and a 2100 MHz licence (2x15 MHz), which expire in March 2021. All licences can be used for 2G and 3G at Vodafone’s discretion. 16Vodafone            Group Plc Annual Report 2008

Network infrastructure How Vodafone’s            network            infrastructure            works Vodafone’s network infrastructure is fundamental to the Group being able to provide mobile and fixed voice, messaging and data services . The Group’s customers are linked to the access part of the network, which links to the core network that manages the set-up of calls, transfer of messages and data connections and allows the Group to provide a wide variety of other services . 2G/3G mobile access network When a voice call or data transmission is made on a mobile device, voice or data is sent from the device and transmitted by low powered radio signals to the nearest base station, which in turn is connected to the Group’s core network via the access transmission infrastructure . Each base station provides coverage over a given geographic area, often referred to as a cell. Cells can be as small as an individual building or as large as 20 miles across and each is equipped with its own radio transmitter and receiver antenna . This network of cells provides, within certain limitations, coverage over the service area. When a customer using a mobile device approaches the boundary of one cell, the mobile network senses that the signal is becoming weak and automatically hands over the call to the transmission unit in the next cell into which the device is moving. Fixed broadband access network When communication takes place over fixed line networks, the traffic flows over a traditional wired infrastructure until the point it reaches the Vodafone access device (a “DSLAM”), where it connects to the access transmission infrastructure . Additionally, corporate customers can connect their local network to Vodafone’s access transmission infrastructure directly using a dedicated link. In the UK market, Vodafone delivers fixed broadband services through a reseller agreement with the local incumbent . Access transmission infrastructure The access transmission network is the connection between a base station, a DSLAM, or a corporate customer’s dedicated line, and the core network . This consists of mainly leased lines or Vodafone’s own transmission lines, such as microwave links. Core network The core network is responsible for setting up and controlling connections between mobile or fixed line customers attached to access networks by locating the called party and routing voice calls towards it. Additionally, the core network handles data traffic by allowing customers to access service platforms offering services such as Vodafone live!, web browsing, email, mobile TV and other data related services . The core network comprises three domains, with each domain containing nodes with specific functionality interconnected by transmission links: · The Circuit Switched domain enables voice and video calls. Its key nodes are switches (which manage the set-up of connections) and user databases, storing the information needed to provide services to each customer, such as location in the network, list of subscribed services and home/visited network . [Graphic Appears Here] · data services . Its key nodes are responsible for a variety of functions, such as the delivery of data packets to and from mobile devices within a geographical service area, setting up data connections and providing the gateway between the Vodafone network and external data networks, including the internet and customers’ corporate networks . The IP Multimedia Subsystem (“IMS”) domain is the first step of a wider evolutionary path from the current core network to an all internet protocol (“IP”) next generation network . It enables delivery of advanced multimedia services, both mobile and fixed, leveraging the flexibility a nd effectiveness of internet technologies . IMS is expected to be a key element in the future infrastructure to support Vodafone’s total communications strategy, exploiting the technology of convergence between the mobile telecommunications and the internet world. If the voice call or data transmission is intended for delivery to another device which is not on the Vodafone network in the same country, the information is transferred through a public or private fixed line telephone            network or the internet . Mobile network            technology 2G Vodafone operates 2G networks in all its mobile operating subsidiaries, through Global System for Mobile (“GSM”) networks, offering customers services such as voice, text messaging and basic data services . In addition, all of the Group’s controlled networks operate General Packet Radio Services (“GPRS”), often referred to as 2.5G. GPRS allows mobile devices to be used for sending and receiving data over an IP based network, enabling wireless access to data networks like the internet . access, allowing the customer to always be connected at download speeds slightly below a dial-up modem . In some markets, Vodafone continues to further evolve data speeds with 2G evolutions beyond GPRS capability . 3G Vodafone’s 3G networks, operating the Wideband Code Division Multiple Access (“W-CDMA”) standard, provide customers with faster data access. Vodafone has expanded its service offering on 3G networks with high speed internet and email access, video telephony, full track music downloads, mobile TV and other data services in addition to existing voice and data services . High speed packet access (“HSPA”) HSPA is a 3G wireless technology enhancement enabling significant increases in data transmission speeds. It allows increased mobile data traffic and improves the customer experience through the availability of 3G broadband services and significantly shorter data transfer times. High Speed Downlink Packet Access (“HSDPA”) has been widely deployed on Vodafone 3G networks at up to 3.6 Mbps (“Mega bits per second”) peak speed. In addition, starting in hotspots, the first upgrades to up to 7.2 Mbps peak speed have already started to be deployed in several operating subsidiaries . The figures are theoretical peak rates deliverable by the technology in ideal radio conditions with no customer contention for resources . This is providing customers with faster access speeds than historically experienced on 3G networks . Vodafone Group Plc Annual Report 2008 17

Vodafone — Business Technology            and Resources            continued While HSDPA focuses on the downlink (network to mobile), Vodafone is also improving the data speeds on the uplink (mobile to network) with HSUPA (“High Speed Uplink Packet Access”) . Operating subsidiaries have already started deployments to achieve peak speeds of up to 1.4 Mbps on the uplink. Vodafone is actively driving additional 3G data technology enhancements to further improve the customer’s experience, including evolutions of HSPA technology to upgrade both the downlink and uplink speeds. Current developments in the infrastructure As growth in data traffic accelerates with the proliferation in, and adoption of, web services, Vodafone is evolving its infrastructure through a range of initiatives . Access transmission infrastructure evolution Vodafone is upgrading its access transmission infrastructure from the base stations to the core switching network as part of a transition to a scaleable and cost effective solution able to deal with the increasing bandwidth demands and data dominated traffic mix driven by HSDPA and fixed broadband . Core network evolution Vodafone has transformed its national transport networks in all subsidiaries, converging the infrastructure to support all services using IP as the strategic technology . During the 2009 financial year, the Group expects that the transformation to IP services will start to be extended to a European level, consolidating Vodafone’s ten national IP networks into a single IP backbone, centralising IP operations, avoiding duplication and achieving simplicity and flexibility to deploy new services to serve multiple markets . Cost reduction While evolving the Group’s infrastructure, it is also important that the Group continues to have a tight control over its cost base. This has been achieved through various measures . Infrastructure sharing Significant effort has been placed in reducing the costs to deploy mobile network infrastructure . Important developments during the 2008 financial year included the extension of a tower sharing agreement in Italy as well as the formation of a company for the purposes of network sharing with other operators in India. Agreements have also been made on network sharing in Spain and the UK. Vodafone continues to investigate opportunities to share network infrastructure where it makes commercial sense based on local market conditions . Innovation In 3G network deployments, Vodafone is driving the use of new technology enhancements such as “Remote Radio Heads” that are a new type of lower cost base station equipment, which improve coverage and enable improvements to the customer experience . In addition, all aspects of wireless access point site design are being targeted to reduce energy consumption . Another type of innovation being considered by Vodafone is the potential for 3G femtocells to address capacity and coverage needs in certain network deployments . Femtocells are a new way to deliver 3G wireless coverage to a small area at low cost compared to traditional macro network technologies . Effectively, a femtocell would give a customer a small 3G base station connected to the Vodafone network via a fixed broadband line. IT The scope of the Group’s outsourcing of IT application development and maintenance operations is expanding . Service commencement is now complete in all 12 selected markets of the first phase. The second phase of the project, principally outsourcing to India, is now in progress . Vodafone has successfully completed outsourcing of its Indian IT estate to a specialist organisation with capability to match the Group’s scale and growth requirements . In addition to the above initiatives, there are a number of IT cost saving initiatives that have been acc elerated, which include the consolidation of European data centres and the outsourcing of internal help desks. Supply chain management Handsets, network equipment, marketing and IT services account for the majority of Vodafone’s purchases, with the bulk of these purchases from global suppliers . The Group’s Supply Chain Management (“SCM”) team is responsible for managing the Group’s relationships with all suppliers, except for handsets . The transformation of the supply chain organisation into a single community under one leadership and the application of global material category strategies, in conjunction with local market expertise, have enabled savings across all operating companies . This is supported by a uniform savings methodology applied across all operating companies and the alignment of objectives across all material categories, operations and enabling functions . Innovative sourcing methods such as eAuctions and seamless business to business applications form a vital part in utilising the Group’s scale. The Vodafone Procurement Company S.a.r.l. was founded in Luxembourg in the 2008 financial year and is expected to enable additional leverage of scale and scope through a leaner procurement model. SCM is a major contributor to the European cost reduction programme . The publicly announced goal to save 8% of the external networks spend over two years has been overachieved . SCM won two major industry awards in 2007: the European Leaders in Procurement Award for Corporate Responsibility and the European Supply Chain Excellence Award in Sourcing and Procurement . The major suppliers to Vodafone are required to comply with the Group’s Code of Ethical Purchasing         . Further detail on this can be found in “Corporate Responsibility” on page 61. The China Sourcing Centre based in Beijing, founded in March 2007, has enabled Vodafone to introduce new suppliers from emerging markets to further enhance competitive advantage . It is the Group’s policy to agree terms of transactions, including payment terms, with suppliers and it is the Group’s normal practice that payment is made accordingly . The number of days outstanding between receipt of invoices and date of payment, calculated by reference to the amount owed to suppliers at the year end as a proportion of the amounts invoiced by suppliers during the year, was 37 days (2007: 34 days) in aggregate for the Group. 18Vodafone Group Plc Annual Report 2008

Research            and development (“R&D”) The Group R&D function comprises an international team for applied research in mobile and internet communications and their related applications . Group R&D teams are located in Newbury, Maastricht, Munich, California and Madrid, and there is an affiliated team in Paris belonging to Vodafone’s associated undertaking in France, SFR. A small team was set up at the end of 2007 in the Vodafone Beijing office to work in close collaboration with China Mobile and a number of Chinese vendors . Function of Group R&D Group R&D works beyond the traditional established markets of Vodafone in search of technology based business opportunities by: · · · delivering a systematic programme of demand inspired research and development in wireless and internet communications that is positioned between basic research and commercial product development; leading Vodafone’s work with technical standards bodies and its intellectual property activities; and providing a route for start-up companies to engage with Vodafone . Group R&D is also in the process of establishing a laboratory in Newbury to evaluate start-up technologies . Typically, Group R&D starts working on developments that are expected to be introduced into the business in three to five years, and leads them until a year or so before full commercialisation . Currently the horizon covers some significant business developments that can already be anticipated         . For example, Group R&D leads the introduction of wireless technology beyond 3G and is researching the next phase of the emergence of the internet as a personal communications platform — including radio technologies for accessing the internet in emerging markets . Governance is provided by the Group R&D Board, which is chaired by the Group R&D Director and consists of the chief technology officers from six of the operating subsidiaries in Europe, the heads of Business Strategy and Global Terminals and a representative from EMAPA. Group R&D work programme The emphasis of the Group R&D work programme is on providing technology analysis and a vision that contributes directly to business decisions, enabling new applications of mobile communications, technology for new services and research for improving operational efficiency and quality of the Group’s networks . This is done by: · · · · pioneering the adoption of new technologies, business opportunities and innovations through technology analysis, trials, invention and prototypes; making the Group aware of market opportunities or threats posed by new technologies and business models and helping the Company to exploit or resist them; providing technology leadership by working with the industry to define and standardise the technology Vodafone uses; and securing intellectual property and technology ownership for the Group. The work of Group R&D is delivered through a portfolio of programmes and cross industry activities with a substantial number of trials, demonstrations and prototypes . All work is set in a business and social context, and must lead to intellectual property rights or to Vodafone having significant influence on the technology it will deploy in the future. Group R&D also provides leadership for funding research into health and safety aspects of mobile communications and technical leadership for the Group’s spectrum strategy . The main themes currently            being researched            are as follows: • • • • the next generation of mobile technologies; consumable software for mobile phones; electronic newsmedia; and new GSM based services . There have been several significant            advances            during the 2008 financial year including: • • • • next generation technology field trials have been announced with Verizon Wireless and China Mobile and are expected to begin in summer 2008; a system has been designed and standardised to enable the SIM in GSM phones to control nearfield communications for transport ticketing and other applications, with commercial trials planned for late 2008; demonstration of mobile software, social networks and the open source innovation platform called Vodafone Betavine at the Mobile World Congress and at Cebit; and research into the application of mobile communications to health and well being and to energy use. The R&D programme provides the Group with long term technical policy, strategy and leadership, as well as providing technical underpinning for the Group’s public policies and government relations . It is shared with all Group functions and Vodafone operating companies . Commercialisation of Group R&D results is through submissions to international standards bodies, intellectual property filings and directly with Vodafone operating companies . Collaborative work Much of the work of Group R&D is done in collaboration with others, both within the Group and externally, with the Group’s traditional suppliers and increasingly with other companies in the communications, media and internet industries . During the 2008 financial year the following has been achieved: · · • · · · a research collaboration was started with IBM which has led to the development of a mobile private social network called BuddyCom; a research agreement was also established with Huawei; a continuing programme of work with academic institutions, which includes student placements in Vodafone laboratories during summer vacations; the continued development of Vodafone Betavine, a web based research and innovation platform; the hosting of an academic conference where academic partners were brought together to launch a new programme — 3D internet; and academic collaborations in India have started. Vodafone Group Plc Annual Report 2008 19

Vodafone — Business People Vodafone employed approximately 72,000 people worldwide during the 2008 financial year, with a goal to recruit, develop and retain the most talented, motivated people that are well aligned with the Vodafone brand essence . The Group aims to do this by providing a productive and safe working environment, treating people with respect and offering attractive performance based incentives and opportunities . Red Being passionate and energetic Rock Solid Being reliable and following through on promises Restless Continually            striving for improvement            and challenging            the status quo Vodafone’s global people strategy was embedded during the 2008 financial year and aims to increase employee engagement by setting out a framework that enables Vodafone to be clear about the employee experience the Group wants to create. This enables Vodafone to engage employees to deliver to customers and to increase business performance . Additionally, during the 2008 financial year, the Group further embedded the Vodafone brand essence, “Red, Rock Solid, Restless”, which communicates a common way of behaving that is designed to enhance business performance and customer orientation . This has been reinforced at the local level through workshops that encourage teams to apply the Vodafone values to their specific work concentrating on improving the experience of their customers . In addition, human resources (“HR”) processes such as induction and training have been developed to explicitly provide people with a deeper understanding of how to demonstrate the behaviours in their daily work. Training and development Training and development programmes help employees to develop their skills and experience and to reach their full potential, benefiting themselves and the Company . During the 2008 financial year, the Group delivered a training programme to build total communications awareness and capabilities within the Group’s employees . The training was designed to equip employees to understand the Group’s new total communications strategy, the competitive landscape, key technologies and resources and Vodafone’s products and services . Over 4,500 managers across the Group (more than 99% of the managerial population) completed 36,000 hours of dedicated total communications training. Feedback on the programme has been overwhelmingly positive. During the coming financial year, the Group will ensure all employees receive the same training via an online learning tool and that awareness is maintained through monthly webinars (web seminars), a daily blog and a wiki site (a collaborative website where content can be edited by anyone who has access to it). Vodafone operates a global Performance Dialogue process for every employee . The process ensures that employees can make a clear connection between their goals and the business objectives . Each individual’s performance is discussed with their manager and career development goals are set. 93% of managers completed the Performance Dialogue process in the 2007 calendar year and 83% of employees approved development goals with their manager . People Survey In October 2007, Vodafone carried out its third global People Survey and had an 83% response rate globally, with 50,548 people giving their views on 68 questions . Vodafone India was not included in the survey as it had only been acquired in May 2007. For the first time, the Manager Index was also introduced to the People Survey, a subset of questions focused on the experience a manager creates for their team. A strong set of results were achieved with a number of key strengths and improvements: • • • • Employee            engagement            was high at a steady 71 out of 100 in the 2007 People Survey, compared to 73 out of 100 in the 2005 People Survey and 70 out of 100 in the April 2007 Pulse Survey (Pulse surveys are smaller surveys carried out in between People Surveys) . The first Manager Index scored 69 out of 100 globally, with individual questions showing that managers are growing stronger in coaching, (which scored 8 points higher when compared to the 2005 People Survey), feedback, (which scored 10 points higher when compared to the 2005 People Survey) and recognition, (which scored 7 points higher when compared to the April 2007 Pulse Survey). Leadership continued its strong trend upwards, with confidence in the strategy strengthening further. Confidence in operating company senior management increased by 8 points, and trust and confidence in the function/business/ department increased by 8 points in the six months since the April 2007 Pulse Survey. Employees are feeling more cared for, with wellbeing questions showing considerable improvement . 57% of employees rated their operating company favourably on taking a genuine interest in the wellbeing of its people (+15 points on 2005 People Survey and +5 points on April 2007 Pulse Survey). 70% of employees rated their manager favourably on supporting them to achieve a work-life balance, which is +13 points on the high performing norm (externally benchmarked best in class companies who have excellent engagement coupled with strong financial performance) . Vodafone is focused on continual improvement and values the feedback that the People Survey provides . Specifically in response to employee feedback from last year, the Global Change Framework was developed, a practical set of guidelines with training to help employees effectively manage change within the business . The Group plans to carry out another full global survey in November 2008. Targets have been set by each operating company and Group functions to ensure that Vodafone continues to drive engagement across the business . Communications and involvement Employee engagement remains a key driver for Vodafone . Effective employee communication and the need to create dialogue with its people is championed at Board level. Vodafone continues to use its own products and services to reach out to staff — the use of mobile technologies such as SMS, video clips and mobile intranet sites is commonplace, all assisting in sharing knowledge amongst employees, creating a sense of global community and demonstrating the flexibility of Vodafone’s products, allowing employees to become advocates of the brand. Visibility and access to the Executive Committee helps create Vodafone’s open and honest communication culture. The Chief Executive and other members of the Executive Committee continue to host the Talkabout programme, which puts executives on tour to visit the Group’s operating companies . The Executive Committee use these sessions to discuss the Group’s strategic goals, listen to employee views and provide an opportunity to discuss the issues that most matter to employees . 99%+ of managers globally received training in the total communications strategy, products and marketplace 20 Vodafone Group Plc Annual Report 2008

It also allows an open exchange of views and suggestions on how Vodafone can best continue to serve its customers . Monthly messages from the Chief Executive, using a wiki platform and video-cast, provides another opportunity for the Vodafone employees to understand how the Group is progressing against its goals and to provide feedback direct to the Chief Executive . Face to face communication, particularly with employees’ line managers, is a fundamental principle of good employee engagement and is critical for communicating change effectively . Performance and transnational change issues are also discussed with employee representatives from the European subsidiaries, who meet annually with members of the Executive Committee in the Vodafone European Employee Consultative Council. Equal opportunities and diversity Vodafone does not condone unfair treatment of any kind and operates an equal opportunities policy for all aspects of employment and advancement, regardless of race, nationality, sex, age, marital status, disability or religious or political belief. In practice, this means that the Group is able to select the best people available for positions on the basis of merit and capability, making the most effective use of the talents and experience of people in the business and providing them with the opportunity to develop and realise their potential . In April 2008, Vodafone implemented a new strategy to improve gender diversity across the Group. This includes carrying out senior leadership training on diversity, and plans to build a more inclusive culture. Vodafone is conscious of the difficulties experienced by people with disabilities . Every effort is made to ensure ready access to the Group’s facilities and services and a range of products have been developed for people with special needs. In addition, disabled people are assured of full and fair consideration for all vacancies for which they offer themselves as suitable candidates and efforts are made to meet their special needs, particularly in relation to access and mobility . Where possible, modifications to workplaces are made to provide access and, therefore, job opportunities for the disabled . Every effort is made to continue the employment of people who become disabled via the provision of additional facilities, job design and the provision of appropriate training. Reward and recognition To support the goal of building the best global team by attracting and retaining the best people, the Group’s aim is to provide competitive and fair rates of pay and benefits in each local market where we operate. Within Vodafone, there are initiatives that reward our employees based on their contribution to the success of the business . In the 2009 financial year, the Group expects to continue to extend reward differentiation based on individual contribution, through the global reward programmes, including the Global Long Term Incentive Plan. A variety of share plans are offered to incentivise and retain our employees and, in July 2007, all eligible employees across the Group were granted 320 shares under the All Shares plan. Retirement benefits are provided to employees and vary depending on the conditions and practices in the countries concerned . These are provided through a variety of arrangements including defined benefit and defined contribution schemes . Measurement of employees’ views of their reward, recognition and benefits is undertaken through the global People Survey. In the 2007 People Survey, the overall Vodafone Group employee response relating to reward and recognition had increased favourably . Health, safety and wellbeing The health, safety and wellbeing (“HS&W”) of the Group’s customers, employees and others who could be affected by its activities are of paramount importance to Vodafone and the Group applies rigorous standards to all its operations . This year has seen a clear focus on ex ecution of the global HS&W initiatives across the business . Work progressed on three key focus areas agreed with the Global HS&W Board and Group HR for the 2008 financial year. These included continued delivery of employee wellbeing initiatives as part of the Global People Strategy implementation, integration of HS&W into Group Supply Chain activities, particularly the Supplier Performance Management processes, and updating, communicating and implementing Vodafone’s policy on mobile phones and driving. Improvement of Group wide governance continued with integration of serious incident reporting systems for network service providers and improved policy and processes for managing supplier terminals compliance . Employment policies The Group’s employment policies are consistent with the principles of the United Nations Universal Declaration of Human Rights and the International Labour Organisation Core Conventions and are developed to reflect local legal, cultural and employment requirements . High standards are maintained wherever the Group operates, as Vodafone aims to ensure that the Group is recognised as an employer of choice. Employees at all levels and in all companies are encouraged to make the greatest possible contribution to the Group’s success . The Group considers its employee relations to be good. Allocation of Group’s 72,000 employees by activity (%) 3 1 2 1Administration — 51.7% 2 Selling and distribution — 30.5% 3Operations — 17.8% Vodafone            Group Plc Annual Report 2008 21

Vodafone — Business Brand            and Distribution Vodafone’s products and services are available directly, via Vodafone stores and country specific Vodafone websites, and indirectly via third party service providers, independent dealers, distributors and retailers, to both consumer and business customers in the majority of markets under the Vodafone brand. BrandZ UK ranking Customer            strategy            and management Vodafone endeavours to ensure that customer needs are at the centre of all of the Group’s actions. The Group seeks to use its understanding to deliver relevance and value to each customer and communicate to them on an individual, household, community or business level, with the ultimate aim of encouraging customers to stay with Vodafone for longer and use and promote the Group’s services more. For this reason, the Group has created a Global Customer Value Management team to support operating companies with their aim to engage with customers directly through a data driven approach, linking all the elements of customer interactions to deliver exceptional service and consistency in the Group’s approach while financially optimising decisions made via a branded customer experience across all touchpoints . Recent examples of this include: rollout of a consistent and innovative store design to eight countries, successful trial of an innovative handset based self service solution and creation of a global training academy for customer facing staff. Vodafone’s customer knowledge driven organisation aims to make the most of its deep customer understanding by approaching customers with the most appropriate product through a channel they enjoy at a time that is best for them. This approach firmly places Vodafone as an organisation that listens to customers, delivers value and enhances their experience . Vodafone continues to use a customer measurement system called “customer delight” to monitor and drive customer satisfaction in the Group’s controlled markets at a local and global level. This is a proprietary diagnostic system, which tracks customer satisfaction across all points of interaction with Vodafone and identifies the drivers of customer delight and their relative impact. This information is used to identify any areas for improvement and focus. During the 2008 financial year, further econometric tools were developed and employed to better quantify the commercial impact of improved customer experience by linking customer feedback directly to business performance . Results from the study are used to generate the Customer Delight Index (“CDI”), which is one element of Vodafone’s short term incentive plan (“GSTIP”), thereby directly linking employee remuneration with customer satisfaction performance . The CDI result for the 2008 financial year was 73.1 points on a 100 point scale, which was 2.0 percentage points ahead of the average competitor . 1^st In the BrandZ most powerful brands ranking . Ranked 11^th globally . Customer            Delight Index 73.1 (2007: 70.6, 2006: 69.9) 22Vodafone Group Plc Annual Report 2008

Marketing and brand Brand and customer            communications Vodafone has continued to focus on delivering a superior, consistent and differentiated customer experience through its brand and communications activities . A new Marketing Framework has been developed and implemented across the business, which includes a new vision of expanding the Group’s category from mobile only to total communications “to be the communications leader in an increasingly connected world”. Brand and customer experience continues to implement Vodafone’s promise of “helping customers make the most of their time”. The brand function has also developed a methodology to develop competitive local market brand positioning, with local brand positioning projects now implemented in 12 markets . To enable the consistent use of the Vodafone brand, a set of guidelines has been developed in areas such as advertising, retail, online and merchandising, all including detail on how to make the brand work across every touchpoint . Since June 2006, eight markets have implemented the global retail design. In September 2007, Vodafone welcomed India with the “Hutch is now Vodafone” campaign . The migration from Hutch to Vodafone was one of the fastest and most comprehensive brand transitions in the history of the Group, with 400,000 multi brand outlets, over 350 Vodafone stores, over 1,000 mini stores, over 35 mobile stores and over 3,000 touchpoints rebranded in two months, with 60% completed within 48 hours of the launch. Vodafone regularly conducts Brand Health Tracking, which is designed to measure the brand performance against a number of key metrics and generate insights to assist the management of the Vodafone brand across all Vodafone branded operating companies . This tracking has been in place since 2002 and provides continuous historical data against key metrics in all 19 Vodafone branded operating markets . Each operating company manages a study that complies with the standards and methodology set by Vodafone Group Insights. An external accredited and independent market research organisation provides global coordination of the methodology, reporting and analysis . As a result of these activities the Vodafone brand is now ranked number 11 in the BrandZ Top 100 global brands list, recently published in The Financial Times, with an estimated value attributable to the brand of £18.7 billion. For the 2008 financial year, Vodafone brand preference among its own users reached 81.9%, up 2.0 percentage points on the previous financial year, and a performance level that is 1.0 percentage point higher than its closest competitors . In addition, the brand consideration among non-users of the brand has increased in the 2008 financial year to 33.5%, 1.8 percentage points above its market share. Sponsorships Vodafone’s global sponsorship strategy has delivered a strong set of results across all Vodafone markets . Central sponsorship agreements, including the UEFA Champions League and the title sponsorship of the Vodafone McLaren Mercedes F1 team, have supported multiple business objectives and enabled Vodafone to provide customers with differentiating brand and product experiences . The strong performance of the Vodafone McLaren Mercedes F1 team during the 2007 season enabled Vodafone to maintain a dominant presence in one of the world’s most popular annual sporting events. Vodafone successfully integrated the sponsorship into a wide variety of business activities including communications, events, content and the launch of three bespoke handsets . In Vodafone’s first year as a sponsor of the UEFA Champions League, Vodafone became recognised as a leading sponsor of the competition (Source: TNS Soccerscope, May 2007) and used this association to showcase a variety of products and services in a manner desi gned to build greater affinity with football fans across all relevant territories . In January 2008, Vodafone became a global partner of the Laureus Foundation, which tackles various social challenges worldwide through a programme of sports related community development initiatives         . This agreement complements Vodafone’s long standing relationship with sport and aims to help Laureus to use sport as a catalyst for inspiring positive social change. To maintain a relevant and strategic role for global sponsorship investments, Vodafone is continually reviewing the portfolio to maintain pace with business and customer needs. On this basis, Vodafone has decided to discontinue the UEFA Champions League sponsorship at the end of the 2008/9 competition and increase emphasis in global music opportunities . Music’s broad appeal and product relevance provides a host of new and exciting opportunities for the business and the Group’s customers . Distribution Direct distribution Vodafone directly owns and manages over 1,150 stores. These stores sell services to new customers, renew or upgrade services for existing customers, and in many cases also provide customer support . A standard store format, which was tested in 2006, was rolled out in 11 markets during the 2008 financial year. The store footprint is constantly reviewed in response to market conditions which resulted in, for example, Vodafone opening a further 90 stores in Spain and 21 stores in Romania during the year. Additionally, all stores in India were rebranded as Vodafone and over 40 stores were refurbished to the Group’s standard format. The Group also has 6,500 Vodafone branded stores, which sell Vodafone products and services exclusively, by way of franchise and exclusive dealer arrangements . The internet is a key channel to promote and sell Vodafone’s products and services and to provide customers with an easy, user friendly and accessible way to manage their Vodafone services and access support . As a result, a specific Group wide programme is currently being rolled out across all controlled markets, in order to ensure Vodafone websites have state of the art online capabilities and provide the customer with an excellent and consistent online experience . Additionally, in most operating companies, sales forces are in place to sell directly to business customers and some consumer segments . Indirect distribution The extent of indirect distribution varies between markets but may include using third party service providers, independent dealers, distributors and retailers . The Group hosts MVNOs in a number of markets . These are operators who buy access to existing networks and resell that access to customers under a different brand name and proposition . Where appropriate, Vodafone seeks to enter mutually profitable relationships with MVNO partners as an additional route to market. During the past year new relationships established include Asda in the UK, Euskaltel in Spain and Carrefour in Italy. Number of directly owned stores 1,150 Number            of branded stores 6,500 Vodafone            Group Plc Annual Report 2008 23

Vodafone — Business Vodafone — Business Products            and Services Vodafone offers voice, messaging, data and fixed broadband services through multiple solutions and supporting technologies to deliver on its total communications strategy . The advancements in 3G networks and download speeds, handset capabilities and the mobilisation of internet services, have contributed to an acceleration of data services usage growth. Group service revenue is still predominantly generated by voice services, though these services as a percentage of revenue are slowly declining as price competition and regulatory pressures increase in many markets and the contribution of data grows. At the forefront of the Group’s total communications strategy are initiatives targeted at providing propositions to customers that replace traditional fixed line providers, as well as developing new and innovative ways for customers to enjoy the benefits of mobility, with the aim to increase the proportion of Group service revenue that is generated by data and fixed line services . So that customers can utilise the services that Vodafone offers, many different tariffs and propositions are available, targeted at different customer segments and adapted for any localised customer preferences and needs. These propositions often bundle together voice, data, messaging and, increasingly, fixed services so that customers can experience all the different services that Vodafone has to offer. Typically, customers are classified either as prepay or contract customers . Prepay customers pay in advance and are generally not bound to minimum contractual commitments, while contract customers usually sign up for a predetermined length of time and are invoiced for their services, typically on a monthly basis. As different tariffs and propositions are launched, the Group is increasingly leveraging the positive experiences in one market to provide initiatives across the Group. Offers with strong customer appeal and commercial benefit are being quickly adapted and rolled out to other markets . An example includes a range of “Out of Credit” solutions for prepay customers, through which Vodafone provides temporary credit to a customer which is then repaid when the customer next tops-up. Reverse charging capabilities have also been introduced across most markets . These facilities are very popular with prepay customers and have been launched in most European markets . The experience gained in the Group’s more mature markets is also being used to develop more sophisticated offers across the emerging markets, many of which have a very high percentage of prepay customers, and Vodafone is leveraging established bonus and reward prepay pricing mechanisms, which incentivise higher usage and spend at an individual customer level. The Group is also growing usage and account penetration in the business segment . Vodafone Global Enterprise (“VGE”) provides [Graphic Appears Here] over 140 of Vodafone’s largest multinational customers with consistent levels of service, support and commercial terms worldwide, by taking specific responsibility for managing these multinational customers . Over the last year, VGE launched a number of new products and services, including, in July 2007, the launch of Vodafone Applications Service, a service hosted by Vodafone and available in ten countries, enabling companies to mobilise applications such as SAP^®, Siebel and Salesforce .com to a choice of mobile devices. VGE has also developed a globally consistent pricing structure for global business customers and has launched a new voice roaming tariff that can be used for both domestic and international voice usage that is available across five European markets . A data roaming package has also been developed that is simple, predictable, capped and available across ten European markets .. Having traditionally been a key player in the provision of corporate and small and medium enterprises (“SME”) voice solutions in many markets, Vodafone is increasingly offering tailored and innovative solutions for small business and professional business customers . Many of these offers use the capabilities already developed for larger companies and provide benefits such as virtual private network services and Vodafone Wireless Office solutions to much smaller entities. Summary of Group products and services at 31 March 2008 Number of markets available Partner            Number of Europe            EMAPA            markets            customers (1) Vodafone            at Home 8 3 — 4.4 million Vodafone            Wireless            Office 9 5 — 3.0 million Vodafone            Passport 11 3 3 17.5 million Vodafone            live! — Internet            on your mobile 9 — — 2.0 million Vodafone            Mobile Connect            data card or Vodafone            Mobile Connect            USB modem 11 8 25 2.7 million Note: · Customers are presented on a controlled (fully consolidated) and jointly controlled (proportionately consolidated) basis in accordance with the Group’s current segments. 24 Vodafone Group Plc Annual Report 2008

Voice revenue £24,879m Voice services continue to make up the largest portion of the Group’s revenue . The Group has undertaken a wide range of activities to stimulate growth in voice usage in the past year. Innovative tariffs Many different tariffs and propositions are available, targeted at different customer segments and adapted for any localised customer preferences and needs. Voice roaming Roaming allows users to make and receive calls using a mobile network in the country they are visiting. A roaming tariff, Vodafone Passport, enables customers to “take their home tariff abroad”. [Graphic Appears Here] (2007: £22,268m, 2006: £21,304m) Voice minutes            usage growth for the Group’s principal            mobile markets (1) Voice [Graphic Appears Here] Vodafone            At Home A range of offers designed to introduce Vodafone into the household as a total communications provider . Vodafone Office A series of products and services designed to meet all business customers’ communications needs. Outgoing [Graphic Appears Here] Fixed Location [Graphic Appears Here] Voice services Revenue from voice services, earned when customers make and receive calls, is classified primarily as outgoing voice, incoming voice and voice roaming . In addition, the Group is delivering on customers’ total communications needs and driving greater voice usage through offering integrated fixed location based communications services . Outgoing voice The fees charged to a Vodafone mobile customer who initiates a call are classified in outgoing voice revenue . Despite price pressures in many markets due to the competitive environment, increased outgoing voice usage generated from the success of the wide range of tariffs and propositions on offer and the overall increase in the customer base in the Group has led to outgoing voice revenue staying relatively stable as a proportion of Group service revenue . Propositions relating to voice services feature heavily in the tariffs and promotions that the Group offers its customers . In particular, the development of a range of unlimited value offers has been particularly appealing to customers and has stimulated voice usage growth. An example includes free weekend calling, which had strong customer acceptance in markets such as the UK, Germany and Ireland. These offers increase customer engagement with their mobile phone and Vodafone services in general, driving a broader increase in usage. Incoming voice Incoming voice revenue is generated when a Vodafone mobile customer receives a call from a user on another fixed or mobile network . Fees classified as incoming voice revenue are generally not charged to the Vodafone customer receiving the call but, rather, the telecommunications company that routed the call to the Vodafone network . These fees are generally based on termination rates determined by local regulators . Due to regulation in many markets it has been the trend for these rates to fall in recent years, and for the year ended 31 March 2008 incoming voice revenue generated 14% of the Group’s total service revenue . This has declined from 15% and 17% in the previous two financial years respectively . For further details see “Additional Information — Regulation” on page 147. Voice roaming When travelling abroad, roaming allows Vodafone’s customers to use the Group’s services on a mobile network in a country they are visiting. The Group continued to expand its roaming coverage and services during the 2008 financial year. The focus was to drive customer satisfaction through greater value, transparency and simplicity across Vodafone’s roaming propositions . Vodafone’s flagship roaming tariff, Vodafone Passport, enables customers to “take their home tariff abroad”, offering greater price transparency and certainty to customers when they are roaming . While abroad, customers can make calls using their domestic tariff, in some cases including free minute bundles, and receive calls at no charge for a one-off connection fee per call. Incoming [Graphic Appears Here] Note: (1) Germany, Italy, Spain and the UK Vodafone            Group Plc Annual Report 2008 25

Vodafone — Business Vodafone — Business Products            and            Services            continued Customer usage patterns continue to show that, on average, Vodafone Passport customers both talk more and pay less per call when abroad. Customer research also indicates that Vodafone’s customers have a greater preference for Vodafone Passport over the regulated roaming rates, which has been substantiated by the relative uptake of the two propositions since the summer of 2007. Vodafone Passport was not directly affected by regulation relating to roaming prices introduced by the European Union in June 2007. However, by 31 August 2007, all of Vodafone’s 12 European markets had reduced the price of their Vodafone World tariff in order to comply with the regulation . Fixed location based services The Group is delivering on customers’ total communications needs and driving greater voice usage through offering integrated communications services. Vodafone At Home Vodafone At Home comprises a range of offers designed to introduce Vodafone into the household as a total communications provider . Vodafone At Home voice propositions offer customers the opportunity to satisfy their communications needs through one operator and with a single device. Continued progress has been made to drive customer uptake of Vodafone At Home voice services with an option for at home calling now available in most of the Group’s European markets . These take the form of either zonal tariffs, through which customers can call for a reduced rate when in their home area, or alternatively in several markets unlimited calling to fixed line numbers for a fixed subscription has been introduced, providing a strong incentive for customers to use their mobile rather than their fixed line in the home environment . The development of Vodafone’s total communications capability, including the increasing availability of fixed broadband in many markets, will widen the range of services which can now be offered as part of the Vodafone At Home portfolio . Vodafone Office Vodafone Office is the umbrella name for a series of products and services designed to meet all business customers’ communications needs. Vodafone Wireless Office provides companies the opportunity to embrace the benefits of mobilising their workforce and reduce their number of fixed desk phones, facilitating the transfer of voice minutes from the fixed to the mobile network . The solution includes a closed user group tariff, allowing employees to call each other for a flat monthly fee. In Germany, Spain, Greece, Italy and Portugal, the offer has been expanded to include location based office zone charging, giving preferential rates when calling from an office location . Additionally, in some markets, geographic numbers have been introduced, enabling further fixed to mobile substitution . Additionally, the Group is actively promoting fixed line telephony to business customers in six controlled markets, in line with its total communications strategy . Messaging revenue SMS Allows customers            to send and receive simple text messages . £4,079m [Graphic Appears Here] (2007: £3,587m, 2006: £3,289m) All of the Group’s mobile operations offer messaging services, which allow customers to send and receive messages using mobile handsets and various other devices . [Graphic Appears Here] MMS Allows customers to send and receive multiple media, such as pictures, music, sound, video and text. SMS usage for the Group’s principal mobile markets (1) Billions of messages [Graphic Appears Here] MMS messaging MMS messaging, offering customers the ability to send and receive multiple media, such as pictures, music, sound, video and text, to and from other compatible devices, is also available in all Group mobile operations . MMS usage experienced a 15.8% growth in the 2008 financial year across the Group through improved service quality, value focused pricing and a broader portfolio of devices. operations offer messaging services, and receive messages using other devices. Note: (1) Germany, Italy, Spain and the UK customers to send and receive simple text usage growth of 38.9% in the year ended 31 March 2008, driven by improved marketing analytics to support best practice sharing and value focused pricing. 26 Vodafone Group Plc Annual Report 2008

Data revenue £2,180m The Group offers a number of products and services to enhance customers’ access to data services, including Vodafone live! for consumers, as well as a suite of products for business users consisting of Vodafone Mobile Connect data cards, internet based email solutions and Vodafone Office. Vodafone live! Offers a combination of browsing, Google search, full track music downloads, games and television services . Data roaming Provides access to the Group’s services in the country a customer is visiting. The Group continued to improve the simplicity and value for money offered to data customers . Mobile applications Vodafone Email Plus, Windows Mobile^® Email from Vodafone and BlackBerry ^® from Vodafone provide customers with wireless access to business and internet based email solutions . Vodafone Mobile Connect Provides simple and secure access to existing business systems such as email, corporate applications, company intranets and the internet for customers on the move. Vodafone strengthened its global games portfolio by offering popular titles such as Pro Evolution Soccer 2008 from Konami. The game was launched simultaneously across markets with extensive marketing and advertising through different mediums, including in-console game Vodafone brand advertising . The user access and user experience continues to be improved by embedding a selection of the latest games onto handsets . Mobile TV is available in 21 controlled and jointly controlled markets with an average of 20 channels offered. Video content is sourced both locally and internationally in order to provide value for money to customers and ensure that the offering reflects the unique culture and attitudes of specific countries . Vodafone has local agreements with broadcasters, such as the BBC, ZDF, RAI, Pro-Sieben, Channel 4 and RTL. Internationally, content is sourced from HBO, Fox, NBC Universal, Warner Brothers, UEFA Champions League, Vodafone McLaren Mercedes and MTV. Vodafone now has a monthly average of 850,000 customers subscribing to Mobile TV. Data roaming When travelling abroad, roaming allows Vodafone’s customers to use the Group’s services on a mobile network in the country they are visiting. Vodafone continued to improve the simplicity, price predictability and value for money offered to customers for data roaming services . For Vodafone Mobile Connect users, Vodafone complemented the monthly roaming bundle launched in 2005 with a daily roaming tariff, appealing to both the regular and less frequent international travellers alike. At 31 March 2008, the monthly and daily tariff was available in nine of Vodafone’s European markets . Vodafone will continue to support the growth of data roaming services through simple, easy to understand pricing. Mobile applications There has been an increasing demand for handheld solutions that allow real time access to email, calendar, address book and other applications . Vodafone Email Plus, Windows Mobile^® Email from Vodafone and BlackBerry from Vodafone provide business customers, ranging from small start up companies to multinational corporates, with wireless access to their business and internet based email solutions . Vodafone Mobile Connect The Vodafone Mobile Connect offering allows laptop and PC users access to the internet and to business customers’ systems such as email, corporate applications and company intranets via Vodafone Mobile Connect data cards, or Vodafone Mobile Connect USB modems . These are discussed in more detail on page 29. [Graphic Appears Here] Data [Graphic Appears Here] (2007: £1,428m, 2006: £1,098m) Data services The Group offers a number of products and services to enhance customers’ access to data services . These include services supporting access to the internet via laptops and PCs and access to the internet, music, games and television services through the Vodafone live! portal on customer handset s . Vodafone live! — Internet on Your Mobile During the 2008 financial year, Vodafone introduced “Internet on Your Mobile”, which offers a combination of easy to use and secure customer browsing, Google search, a tariff for unlimited browsing and integrated services from leading internet brand partners . Customers can now use their mobile to access and update their profile on the social networks of their choice, view or upload YouTube videos from their mobile, buy or sell items on eBay and check locations on Google Maps™. To date, this service has been fully launched in Germany, Italy, Spain, the UK, Greece, the Netherlands, Portugal, Ireland and France. Two million customers were benefiting from this service at 31 March 2008. The Group has been developing its presence in the converging communications and PC space by signing instant messaging partnerships with Yahoo! and MSN. Instant messaging enables users to communicate to one or more friends through interactive sessions using a dedicated and easy interface . These services are primarily available in the more mature markets, such as Germany Italy, Spain, the UK, the Netherlands, Portugal and France. Vodafone also partnered with Microsoft to develop a communications service for the PC, presented at the Cebit exhibition in March 2008. Vodafone live! — music, games, television services Throughout the 2008 financial year, the Group continued to improve the customer experience for music, games and television offerings available through Vodafone live!. The full track music downloads service was significantly improved by the launch of a new mobile and PC music player. The service allows Vodafone’s customers to search for music, artists’ pages and previews from a catalogue of more than 750,000 songs, including some of the world’s greatest artists through agreements with Universal Music, Sony BMG Music Entertainment, EMI, Warner Music and independent record labels. Additionally, Vodafone has exclusively distributed and promoted Madonna’s single “4 minutes” in a number of markets, including the UK, Spain, Italy, Greece, France, Turkey, India and Australia . Two million “Internet            on Your Mobile” customers at 31 March 2008 Vodafone            Group Plc Annual Report 2008 27

Vodafone — Business Vodafone — Business Products            and            Services            continued Fixed line revenue Fixed services An increased number of fixed broadband offerings allow the Group to assist customers in meeting their total communications needs. £1,874m (2007: £1,580m, 2006: £1,391m) To assist customers in meeting their total communications needs and to provide additional revenue streams to the Group, Vodafone has diversified and expanded the services it provides . [Graphic Appears Here] Mobile advertising Vodafone has been extending its business model to generate revenue from advertising by partnering with advertising specialists in individual markets . [Graphic Appears Here] Fixed and other [Graphic Appears Here] Business            managed            services Vodafone is developing new ways of enabling business customers to mobilise and increase the efficiency of their workforce . Business managed services As part of the total communications strategy, Vodafone is offering our business customers solutions which meet a wider variety of their communications needs, and also developing new ways of enabling them to mobilise and increase the efficiency of their workforce . Vodafone is at the forefront of the market in a number of these solutions, including: Over one billion advert impressions in the year to 31 March 2008 Fixed services During the 2008 financial year, Vodafone pursued the development of fixed broadband services in many of the Group’s markets, in order to provide customers with data and fixed voice solutions to meet their total communications needs, mainly through Digital Subscriber Line (“DSL”) technology . As a result, fixed broadband active lines have increased to 3.6 million at 31 March 2008, up from 2.1 million active lines one year earlier. In December 2007, Vodafone completed the acquisition of Tele2 in Italy and Spain (“Tele2”), which had almost 800,000 fixed broadband customers . Vodafone branded consumer fixed broadband offers were also launched in Greece, the Netherlands, Portugal, New Zealand and Egypt during the 2008 financial year. Business fixed broadband offers have been recently launched in the Czech Republic and in Italy, while a fixed broadband WiMax offer was launched in Malta. Other services Mobile advertising The Group has been extending its business model to generate revenue from mobile advertising by partnering with advertising specialists in individual markets . Vodafone introduced mobile advertising in nine markets and the core capabilities continue to be developed, such as WAP banners and messaging formats, as well as more sophisticated targeting offers. A critical area of activity required to grow the market is the development of common standards that can be adopted by all market participants . Vodafone is taking a leading role in this activity, which has achieved its first results: · · secure remote access — a service enabling customer employees to access their network through their laptop, on the move, both while in their home country and when roaming; and applications — many software programs have been developed for use on mobile devices and Vodafone can integrate these into the customer’s mobile portfolio . These applications can satisfy many needs, such as: - enabling a workforce to have up to date sales information fully aligned across the business and available at any time, anywhere; and — providing workforce scheduling to mobile employees which can be updated centrally and in real time, ensuring the customer can satisfy all their own customer needs quickl y and efficiently . These solutions open up a new revenue stream for Vodafone by providing an end to end solution, integrating these into the customer’s infrastructure and subsequently managing the service. · • • Banners for WAP display formats have been defined by the Mobile Marketing Association (MMA); Messaging format definition activity has recently commenced; and Agreement was reached in the UK between Vodafone, O2, Orange, T-mobile and Hutchison to progress an inter-operator standard for mobile advertising in the 2008 calendar year. 28Vodafone Group Plc Annual Report 2008

Enables            customers            to utilise the services that Vodafone            offers. Handsets A wide ranging handset portfolio covering different customer segments, price points and a variety of designs . [Graphic Appears Here] Devices Vodafone            Mobile Connect Provides simple and secure access to the internet and to business customers ‘ systems such as email, corporate applications and company intranets . [Graphic Appears Here] Devices To enable customers to utilise the services that Vodafone offers, the Group also offers a wide range of devices to access those services, such as handsets, the Vodafone Mobile Connect card with 3G broadband and the Vodafone Mobile Connect USB modem. Handsets The Group’s operating companies and partner markets benefit from a wide ranging handset portfolio, covering different customer segments, price points and an increasing variety of designs. During the 2008 financial year, Vodafone launched 75 new models, ranging from handsets for core voice services up to premium multimedia devices. The handset portfolio was also expanded into the entry segment to better address emerging markets and the prepaid market in Europe. In May 2008, Vodafone signed an agreement with Apple to sell the iPhone in ten markets — Australia, Czech Republic, Egypt, Greece, Italy, India, Portugal, New Zealand, South Africa and Turkey. Vodafone and Apple are working together to introduce the product in each market during the 2009 financial year. Vodafone live! portfolio Vodafone continues to drive 3G penetration and increased the sales share of 3G handsets as a percentage of total phones sold up to 53% for the year ended 31 March 2008. With the launch of the exclusive Sony Ericsson V640i and an exclusive Mobile Internet variant of the Nokia 6120c, Vodafone also pushed HSDPA into the mid-tier price segments to provide 3G broadband experience for the mass market. Sales of handsets that support HSDPA represented 26% of total 3G handset sales for the year ended 31 March 2008. The introduction of the new “Internet on Your Mobile” services was supported with a selection of 15 consumer handsets . These have been customised for the internet experience on mobile handsets, including the three high-end devices Nokia N95 8GB, Sony Ericsson W910i and Samsung SGH-F700V QBowl. Open Operating System (“OS”) devices are now playing a strong role in supporting an application - -centric service delivery model. In September 2007, Vodafone and its partners announced the first two devices launching under the Microsoft Windows Mobile collaboration, the Palm^® Treo™ 500V and the Samsung SGH-i640V, as well as a range of S60 devices from Nokia and Samsung . Sales of Open OS devices represented 23% of 3G devices sales for the year ended 31 March 2008. Vodafone branded device portfolio In the 2008 financial year, Vodafone offered nine consumer handsets under its own brand and shipped over 10 million devices in over 30 markets . On 21 May 2007, Vodafone announced the Vodafone 125 and Vodafone 225, the first ultra low cost handsets under the Vodafone brand, providing operating companies and partner markets with the lowest cost mobile phone ever launched by the Group. The Vodafone 125 and Vodafone 225 played an important role in supporting the Vodafone brand launch in India. In December 2007, the Vodafone 720 and the Vodafone Mobile Connect USB Modem were introduced         . The Vodafone Mobile Connect USB Modem and the Vodafone 720 have won the iF design award, which recognises the best product design in the world and is run by the International Design forum in Hanover, Germany . Business            portfolio Vodafone            continues            to expand the business            portfolio . Two exclusive devices were introduced for the business customer: the Palm Treo 500v and the BlackBerry^® Curve™ 8310 Smartphone . Both of these devices are designed to offer a blend of business grade email combined with Vodafone live! consumer services, such as Google Maps, internet browsing and instant messaging . In addition, the BlackBerry 8100 series and the BlackBerry 8110 series continue to create strong market demand . The broadening of the Nokia E series range increasingly drives sales in the business segment, and has capability to leverage the consumer relevant services deployed in the Nokia N series. Vodafone Mobile Connect The Vodafone Mobile Connect card with 3G broadband offers enhanced speeds which can be up to 7.2 Mbps downlink and up to 2.0 Mbps uplink by utilising HSPA technology . Built-in 3G broadband from Vodafone is now available across a portfolio of 44 laptop models. Vodafone’s partners Acer, Dell, HP and Lenovo fit a Vodafone SIM at point of manufacture into laptops which include a built-in modem and collaborate with Vodafone in sales and marketing activities . The Group has a range of Vodafone Mobile Connect USB modems with exclusive designs, including USB sticks, all benefiting from “plug and go” software . Their ease of use and attractive designs support their deployment through consumer channels . 10 million branded handsets shipped in the year to 31 March 2008 Vodafone            Group Plc Annual Report 2008 29

Vodafone — Performance Key Performance            Indicators The Board and the Executive            Committee            monitor Group and regional            performance against budgets            and forecasts using financial            and non-financial            metrics. In addition            to these metrics, the Group has also identified            certain Key Performance Indicators ⁽¹⁾ (“KPIs”) to measure            progress            against the Group’s strategic            objectives . Financial            KPIs Year ended 31 March KPI            Purpose of KPI 2008 2007 2006 Group Revenue            and related            Measure            of the Group’s            success             in growing            revenue            given £ 35,478 m £ 31,104 m £ 29,350 m organic growth⁽²⁾ its strategic            objectives            to stimulate             revenue            in the Europe 4.2 % 4.3 % 7.5 % region and to deliver strong growth in            emerging             markets Also used in determining            management’s             remuneration . Adjusted            operating             profit            Measure             used for the            assessment            of             operating            performance £ 10,075 m £ 9,531 m £ 9,399 m and related organic growth⁽²⁾ as it represents             the operating            profitability             of the Group 5.7 % 4.2 % 11.8 % excluding            non- operating             income of associates, impairment losses and other income and            expense . Also used in determining            management’s             remuneration . Free cash flow⁽²⁾ Provides             an evaluation            of the cash generated            by the £ 5,540 m £ 6,119 m £ 7,119 m Group’s            operations            and            available            for            reinvestment, shareholder            returns or debt            reduction . Also used in determining            management’s            remuneration . Capitalised            fixed asset additions            Measure            of the Group’s            investment            in capital            ex penditure £ 5,075 m £ 4,208 m £ 4,005 m to deliver services            to            customers . Adjusted            earnings            per share⁽²⁾ Measure            of the Group’s            operating            performance            after taking 12.50 p 11.26 p 10.11 p into account            taxation            and financing            costs. Impacts            the level of dividend            payout as the Group’s dividend            policy is based on adjusted            earnings            per share. Also used in determining            management’s            remuneration . Operational            KPIs Year ended 31 March KPIs            Purpose of KPI 2008 2007 2006 Group Mobile            customer             net additions            Measure            of the Group’s            success            at attracting            new 40.5 m 23.9 m 26.6 m and retaining            existing            customers . 3G registered            devices and            Measure            of the            number            of 3G            devices, which are key 27.0 m 15 ..9 m 7.9 m related organic growth            enablers            of future data            revenue            growth. 67.5 % 105.6 % 461.1 % Customer            delight index            Measure            of customer            satisfaction            across the Group’s            controlled 73.1 70.6 69.9 markets            and its jointly            controlled            market in Italy. Also used in determining            management’s            remuneration . Notes: (1) Definition of the key terms are provided on page 155. (2) See ‘Non-GAAP information’ on page 150 for further details on the use of non-GAAP measures. (3) Measurement of total communications revenue began on 1 April 2006, following the launch of current strategy in May 2006. (4) KPI includes the results of common functions. For the year ended 31 March 2006, the KPI excludes the impact of Vodafone Sweden which was disposed of in January 2006. 30 Vodafone Group Plc Annual Report 2008

Strategic            KPIs Year ended 31 March KPI            Purpose of KPI 2008 2007 2006 Group “Innovate            and deliver on our            customers’ total communications            needs” Total communications            revenue            Measures            the Group’s growth in total communications £ 4,565 m £ 3,310 m            See note 3 revenue, a key driver in the growth of the            business            for the future. Also used in determining management’s            remuneration Total communications            revenue            Measures            progress            against the Group’s target to increase            total 12.9 % 10.6 % See note 3 as a percentage            of Group revenue            communications            revenue            to 20% of total Group revenue            by the 2010 financial year. Data revenue            and related            Data revenue            growth is expected            to be a key driver of £ 2,180 m £ 1,428 m £ 1,098 m organic growth⁽²⁾ the future growth of the business . 40.6 % 30.7 % 51.8 % Europe “Revenue            stimulation and            cost reduction            in Europe” Revenue            and related            Revenue            and revenue            growth is an indicator            of the £ 26,081 m £ 24,592 m £ 24,733 m organic growth⁽²⁾ success            of the revenue stimulation            strategy . 2.0 % 1.4 % 5.6 % Adjusted            operating            profit            Measure            of profitability            and also used to track             success £ 6,206 m £ 6,159 m £ 6,425 m and related organic growth⁽²⁾ in stimulating            revenue and reducing            costs. (1.5) % (3.7) % 5.2 % Operating            expenses            as a            Measure            of how operating expenses            are being            controlled 23.4 % 23.8 % 22.8 % percentage            of service            revenue            and is an            indicator of the success            of the cost            reduction measures            within the Europe region. Voice usage (millions            of minutes) Voice usage is an important            driver of revenue            growth 182,613 156,546 135,933 especially            in light of continuing            price reductions            due to the competitive            and regulatory            environment . Mobile capital intensity ^{(4 )} Measures            the Group’s performance            against its target 9.9 % 11.8 % 12.4 % to reduce European            mobile capital expenditure            to revenue            ratio to 10% for the 2008 financial            year. EMAPA “Deliver            strong growth in emerging            markets” Revenue            and related            Revenue            growth is an indicator            of the success            of the £ 9,345 m £ 6,441 m £ 4,554 m organic growth⁽²⁾ strategy            to deliver growth in emerging            markets . 14.5 % 21.1 % 19.4 % Adjusted            operating            profit and             Measure            of profitability            and also used to ensure £ 3,729 m £ 3,244 m £ 2,763 m related organic growth ⁽²⁾ EMAPA is delivering strong profitable            growth 20.9 % 27.4 % 16.0 % Operating            expenses            as a            Measure            of how operating expenses            are being 25.9 % 24.7 % 25.1 % percentage            of service            revenue            controlled            in an environment            of strong growth Mobile customers            and            The number            of closing mobile            customers            in the customer 119.1 m 61.9 m 39.8 m related organic growth            base and the related growth is an indicator            of the success 21.2 % 26.7 % 38.3 % of the strategy            to deliver growth in emerging            markets Vodafone Group Plc Annual Report 2008 31

Vodafone — Performance Operating            Results This section presents            the Group’s operating            performance            for the 2008 financial            year compared            to the 2007 financial             year and for the 2007 financial            year compared            to the 2006 financial            year, providing            commentary             on how the revenue            and the adjusted            operating            profit performance            of the Group and its operating            segments            within th e Europe and EMAPA regions have developed            in the last three years. 2008 Financial            Year            Compared            to the 2007 Financial            Year Group Common            Group            Group Europe            EMAPA            functions ^{(2 )} Eliminations 2008 2007 % Change £m £m £m £m £m £m £ organic Voice revenue ^{(1 )}___ /GUUCIKPI_TGXGPWG___ &CVC_TGXGPWG___ Fixed line            revenue ^{(1 )}___ 1VJGT_UGTXKEG_TGXGPWG___ Service            revenue ___28,871 14.4 ___4.3 ___ #ESWKUKVKQP_TGXGPWG___ 4GVGPVKQP_TGXGPWG___ Other revenue 257 143 170 (11) 559 473 Revenue 26,081 9,345 170 (118) 35,478 31,104 14.1 4.2 +PVGTEQPPGEV_EQUVU___ 1VJGT_FKTGEV_EQUVU___ #ESWKUKVKQP_EQUVU___ 4GVGPVKQP_EQUVU___ Operating            expenses (5,719) (2,257) 97 11 (7,868) (6,719) #ESWKTGF_KPVCPIKDNGU ___ _COQTVKUCVKQP_ 2WTEJCUGF_NKEGPEG_CO ___ QTVKUCVKQP_ &GRTGEKCVKQP_CPF_QVJ ___ GT_COQTVKUCVKQP_ Share of result in associates ⁽³⁾___ Adjusted            operating            profit ___ Adjustments            for: ___+ORCKTOGPV_NQUUGU___ Other income and expense (28) 502 ___0QP_QRGTCVKPI_KPEQOG ___ _QH_CUUQEKCVGU_ Operating            profit/(loss) 10,047 (1,564) Non-operating            income and expense 254 4 Investment            income 714 789 Financing            costs (2,014) (1,612) Profit/(loss) before taxation 9,001 (2,383) Income tax expense (2,245) (2,423) Profit/(loss) for the financial            year from continuing            operations 6,756 (4,806)         . QUU_HQT_VJG_HKPCPEKC ___ N_[GCT_HTQO_FKUEQPVK PWGF_QRGTCVKQPU_ Profit/(loss) for the financial            year 6,756 (5,297) Notes: (1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line operators and fixed broadband. All prior periods have been adjusted accordingly. (2) Common functions represents the results of the partner markets and the net result of unallocated central Group costs and recharges to the Group’s operations, including royalty fees for use of the Vodafone brand. (3) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and reported within Other Europe. The results are presented in accordance with the new organisational structure. Revenue Revenue increased by 14.1% to £35,478 million for the year ended 31 March 2008, with organic growth of 4.2%. The impact of acquisitions and disposals was 6.5 percentage points, primarily from acquisitions of subsidiaries in India in May 2007 and Turkey in May 2006 as well as the acquisition of Tele2’s fixed line communication and broadband operations in Italy and Spain in December 2007. Favourable exchange rate movements increased revenue by 3.4 percentage points, principally due to the 4.2% change in the average euro/£ exchange rate, as 60% of the Group’s revenue for the 2008 financial year was denominated in euro. Revenue            grew in the Europe and EMAPA regions by 6.1% and 45.1%, respectively, with growth in the EMAPA region benefiting            from a 27.5 percentage            point impact from acquisitions            and disposals . On an organic basis, Europe reco rded growth of 2.0%, while EMAPA delivered an increase of 14.5%. EMAPA accounted            for 62.1% of the organic growth for the Group. Organic revenue growth was driven by the higher customer             base and successful            usage stimulation            initiatives, partially offset by ongoing price reductions            and the impact of regulatory            driven reductions . Growth in data revenue was particularly             strong, up 40.6% on an organic basis to £2,180 million, reflecting            an increasing            penetration            of mobile PC connectivity            devices and improved             service offerings. Operating            result Operating profit increased to £10,047 million for the year ended 31 March 2008 from a loss of £1,564 million for the year ended 31 March 2007. The loss in the 2007 financial year was mainly the result of the £11,600 million of impairment charges that occurred in the year, compared with none in the 2008 financial year. 32 Vodafone Group Plc Annual Report 2008

Adjusted operating profit increased to £10,075 million, with 5.7% growth on both a reported and organic basis. The net impact of acquisitions and disposals reduced reported growth by 0.8 percentage points. The net impact of foreign exchange rates was to increase adjusted operating profit by 0.8 percentage points, as the impact of the 4.2% increase in the average euro/£ exchange rate was partially offset by 5.7% and 7.2% decreases in the average US$/£ and ZAR/£ exchange rates, respectively . 59%, 25% and 4% of the Group’s adjusted operating profit for the 2008 financial year was denominated in euro, US$ and ZAR, respectively . On an organic basis, the EMAPA region generated all of the Group’s growth in adjusted operating profit, with the 20.9% increase in the region driven by a higher customer base and the resulting increase in service revenue . Europe’s adjusted operating profit declined by 1.5% on an organic basis compared to the 2007 financial year, resulting from the continuing challenges of highly penetrated markets, regulatory activity and continued price reductions . In Europe, adjusted operating profit was stated after a £115 million benefit from the release of a provision following a revised agreement in Italy relating to the use of the Vodafone brand and related trademarks, which is offset in common functions, and was also impacted by higher interconnect, acquisition and retention costs and the impact of the Group’s increasing focus on fixed line services, including the acquisition of Tele2 in Italy and Spain. In the EMAPA region, adjusted operating profit was impacted by the investment in growing the customer base and the impact of the acquisition in India during the year and the inclusion of Turkey for a whole year. Both Vodafone Essar and Turkey generated lower operating profits than the regional average, partially as a result of the investment in rebranding the businesses to Vodafone, increasing the customer base and improving network quality in Turkey. Business acquisitions led to the increase in acquired intangible asset amortisation and these acquisitions, combined with the continued investment in network infrastructure, resulted in higher depreciation charges . The Group’s share of results from associates grew by 5.5%, or 15.1% on an organic basis. The organic growth was partially offset by a 5.5 percentage point impact from the disposal of the Group’s interests in Belgacom Mobile S.A. and Swisscom Mobile A.G. during the 2007 financial year and a 4.1 percentage point impact from unfavourable exchange rate movements . The organic growth was driven by 24.8% growth in Verizon Wireless . Other income and expense for the year ended 31 March 2007 included the gains on disposal of Belgacom S.A. and Swisscom Mobile A.G., amounting to £441 million and £68 million, respectively . Investment            income            and financing            costs 2008 2007 £m £m Investment            income 714 789 Financing            costs (2,014) (1,612) (1,300) (823) Analysed            as: Net            financing            costs before dividends            from investments (823) (435) Potential            interest             charges            arising on settlement            of outstanding            tax issues (399) (406) Dividends            from investments 72 57 Foreign exchange (1) (7) (41) Changes            in fair value of equity put rights and similar arrangements (2) (143) 2 (1,300) (823) Notes: (1) Comprises foreign exchange differences reflected in the Consolidated Income Statement in relation to certain intercompany balances and the foreign exchange differences on financial instruments received as consideration in the disposal of Vodafone Japan to SoftBank. (2) Includes the fair value movement in relation to put rights and similar arrangements held by minority interest holders in certain of the Group’s subsidiaries. The valuation of these financial liabilities is inherently unpredictable and changes in the fair value could have a material impact on the future results and financial position of Vodafone. Also includes a charge of £333 million representing the initial fair value of the put options granted over the Essar Group’s interest in Vodafone Essar, which has been recorded as an expense. Further details of these options are provided on page 58. Net financing costs before dividends from investments increased by 89.2% to £823 million due to increased financing costs, reflecting higher average debt and effective interest rates. After taking account of hedging activities, the net financing costs before dividends from investments are substantially denominated in euro. At 31 March 2008, the provision for potential interest charges arising on settlement of outstanding tax issues was £1,577 million (2007: £1,213 million). Taxation The effective tax rate is 24.9% (2007: 26.3% exclusive of impairment losses). The rate is lower than the Group’s weighted average statutory tax rate due to the structural benefit from the ongoing enhancement of the Group’s internal capital structure and the resolution of historic issues with tax authorities . The 2008 financial year tax rate benefits from the cessation of provisioning for UK Controlled Foreign Company (“CFC”) risk as highlighted in the 2007 financial year. The 2007 financial year additionally benefited from one-off additional tax deductions in Italy and favourable tax settlements in that year. The 2007 effective            tax rate including            impairment            losses was (101.7)%. The negative tax rate arose from no tax benefit being recorded            for the impairment            losse s of £11,600 million.Earnings/(loss) per shareAdjusted earnings per share increased by 11.0% from 11.26 pence to 12.50 pence for the year to 31 March 2008, primarily due to increased adjusted operating profit and the lower weighted average number of shares following the share consolidation which occurred in July 2006. Basic earnings per share from continuing operations were 12.56 pence compared to a basic loss per share from continuing operations of 8.94 pence for the year to 31 March 2007. 2008 2007 £m £m Profit/(loss) from continuing            operations attributable            to            equity            shareholders 6,660 (4,932) Adjustments: Impairment            losses — 11,600 Other income and expense ^{(1 )} 28 (502) Share of            associated            undertakings’ non-operating            income and            expense — (3) Non-operating            income and            expense ⁽²⁾ (254) (4) Investment            income and financing            costs⁽³⁾ 150 39 Taxation 44 13 Adjusted            profit            from            continuing operations            attributable            to equity shareholders 6,628 6,211 Weighted average            number            of shares outstanding Basic 53,019 55,144 Diluted⁽⁴⁾ 53,287 55,144 Notes: (1) The amount for the 2008 financial year represents a pretax charge offsetting the tax benefit arising on recognition of a pre-acquisition deferred tax asset. (2) The amount for the 2008 financial year includes £250 million representing the profit on disposal of the Group’s 5.60% direct investment in Bharti Airtel Limited (“Bharti Airtel”). (3) See notes 1 and 2 in investment income and financing costs. (4) In the year ended 31 March 2007, 215 million shares have been excluded from the calculation of diluted loss per share as they are not dilutive. Vodafone Group Plc Annual Report 2008 33

Vodafone — Performance Operating            Results            continued Europe Germany            Italy            Spain            UK            Arcor            Other             Eliminations            Europe      % change £m £m £m £m £m £m £m £m £ Organic Year            ended 31 March 2008 Voice revenue (1) 3,791 3,169 3,792 3,601 10 3,408 (286) 17,485 Messaging            revenue 710 689 425 923 1 547 (33) 3,262 Data revenue 583 274 341 383 — 291 (45) 1,827 Fixed line revenue (1) 21 137 86 24 1,596 49 (86) 1,827 Other service revenue 2 4 2 21 — — — 29 Service            revenue 5,107 4,273 4,646 4,952 1,607 4,295 (450) 24,430 6.3 2.1 Acquisition            revenue 178 129 268 300 25 142 (3) 1,039 Retention            revenue 43 27 143 46 — 96 — 355 Other revenue 69 6 6 126 — 50 — 257 Revenue 5,397 4,435 5,063 5,424 1,632 4,583 (453) 26,081 6.1 2.0 Interconnect            costs (593) (725) (719) (1,121) (382) (854) 414 (3,980) Other direct costs (312) (238) (418) (484) (353) (283) 24 (2,064) Acquisition            costs (627) (325) (620) (766) (166) (378) 10 (2,872) Retention            costs (384) (106) (536) (389) — (341) — (1,756) Operating            expenses (1,139) (883) (964) (1,233) (406) (1,099) 5 (5,719) Acquired            intangibles            amortisation — (31) (14) (22) — (11) — (78) Purchased            licence amortisation (354) (80) (6) (333) — (73) — (846) Depreciation            and other amortisation (723) (474) (504) (645) (100) (539) — (2,985) Share of result in associates (2) — — — — — 425 — 425 Adjusted            operating            profit 1,265 1,573 1,282 431 225 1,430 — 6,206 0.8 (1.5) Year            ended 31 March 2007 Voice revenue (1) 3,981 3,307 3,415 3,604 — 3,297 (343) 17,261 Messaging            revenue 746 563 380 760 — 501 (25) 2,925 Data revenue 413 189 247 295 — 194 (38) 1,300 Fixed line revenue (1) 15 22 20 17 1,419 26 (26) 1,493 Other service revenue 1 2 — 5 — — — 8 Service            revenue 5,156 4,083 4,062 4,681 1,419 4,018 (432) 22,987 Acquisition            revenue 172 124 307 274 22 108 (3) 1,004 Retention            revenue 40 36 124 52 — 102 — 354 Other revenue 75 2 7 117 — 47 (1) 247 Revenue 5,443 4,245 4,500 5,124 1,441 4,275 (436) 24,592 Interconnect            costs (645) (628) (675) (1,001) (338) (813) 432 (3,668) Other direct costs (332) (242) (352) (452) (262) (275) 1 (1,914) Acquisition            costs (560) (249) (642) (677) (178) (301) 3 (2,604) Retention            costs (351) (107) (398) (372) — (315) — (1,543) Operating            expenses (1,126) (870) (866) (1,163) (396) (1,041) — (5,462) Acquired            intangibles            amortisation — — — (11) — (11) — (22) Purchased            licence amortisation (340) (75) (37) (333) — (64) — (849) Depreciation            and other amortisation (735) (499) (430) (604) (96) (524) — (2,888) Share of result in associates (2) — — — — — 517 — 517 Adjusted            operating            profit 1,354 1,575 1,100 511 171 1,448 — 6,159 Change            at constant            exchange            rates      % % % % % % Voice revenue (1) (8.3) (7.9) 6.6 (0.1) — (0.6) Messaging            revenue (8.7) 17.2 7.3 21.4 — 4.7 Data revenue 34.7 38.8 32.2 29.8 — 44.0 Fixed line revenue (1) 38.6 489.7 318.5 41.2 7.7 73.0 Other service revenue 63.6 104.8 — 320.0 — - Service            revenue (4.8) 0.6 9.7 5.8 8.5 2.7 Acquisition            revenue (0.4) (0.5) (15.5) 9.5 9.1 26.9 Retention            revenue 0.9 (27.0) 10.9 (11.5) — (9.0) Other revenue (10.2) 250.0 (22.7) 7.7 — 2.1 Revenue (4.7) 0.4 8.0 5.9 8.5 3.0 Interconnect            costs (11.2) 10.9 2.4 12.0 8.7 0.8 Other direct costs (10.1) (6.1) 13.6 7.1 27.2 (2.2) Acquisition            costs 7.6 24.5 (7.1) 13.1 (10.0) 21.0 Retention            costs 5.1 (3.4) 28.7 4.6 — 3.8 Operating            expenses (2.7) (2.6) 6.8 6.0 (1.1) 1.3 Acquired            intangibles            amortisation — — — 100.0 — - Purchased            licence amortisation — 2.6 (88.9) — — 9.0 Depreciation            and other amortisation (6.0) (8.8) 16.1 6.8 (1.0) (0.7) Share of result in associates (2) — — — — — (20.7) Adjusted            operating            profit (10.1) (3.8) 12.2 (15.7) 25.5 (4.7) Notes: (1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line operators and fixed broadband. All prior periods have been adjusted accordingly. (2) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and reported within Other Europe. The results are presented in accordance with the new organisational structure. 34Vodafone Group Plc Annual Report 2008

Mobile telecommunications            KPIs Germany Italy Spain UK Other Europe Closing customers (‘ 000 ) — 2008 34,412 23,068 16,039 18,537 18,515 110,571 — 2007 30,818 21,034 14,893 17,411 17,007 101,163 Closing 3G devices (‘000) — 2008 5,836 5,905 5,264 3,632 3,555 24,192 — 2007 3,720 3,762 2,890 1,938 2,353 14,663 Voice usage (millions            of minutes) — 2008 42,010 37,447 35,031 37,017 31,108 182,613 — 2007 33,473 32,432 30,414 31,736 28,491 156,546 See page 155 for            definition            of terms The Group’s strategy in the Europe region is to drive additional usage and revenue from core mobile voice and messaging services and to reduce the cost base in an intensely competitive environment where unit price declines are typical each year. The 2008 financial year saw a strong focus on stimulating additional usage by offering innovative tariffs, larger minute bundles, targeted promotions and focusing on prepaid to contract migration . Data revenue growth was strong throughout the region, mainly due to the higher take up of mobile PC connectivity devices. The Group’s ability to provide total communications services was enhanced through the acquisition of Tele2’s fixed line communication and broadband services in Italy and Spain in the second half of the year. Revenue Revenue growth of 6.1% was achieved for the year ended 31 March 2008, comprising 2.0% organic growth, a 0.7 percentage point benefit from the inclusion of acquired businesses, primarily Tele2, and 3.4 percentage points from favourable movements in exchange rates, largely due to the strengthening of the euro against sterling. The impact of acquisitions and exchange rate movements on service revenue and revenue growth in Europe are shown below: Impact of exchange            Impact of Organic            rates            acquisitions            Reported growth            Percentage            Percentage            growth % points            points      % Service            revenue Germany (4.8) 3.8 — (1.0) Italy (2.0) 4.1 2.6 4.7 Spain 8.1 4.7 1.6 14.4 UK 5.8 — — 5.8 Arcor 8.5 4.7 — 13.2 Other Europe 2.4 4.2 0.3 6.9 Europe 2.1 3.4 0.8 6.3 Revenue — Europe 2.0 3.4 0.7 6.1 Service revenue grew by 6.3%, or by 2.1% on an organic basis, with strong growth in data revenue being the main driver of organic growth. Revenue was also positively impacted by the 9.3% rise in the total registered mobile customer base to 110.6 million at 31 March 2008. These factors more than offset the negative effects of termination rate cuts, the cancellation of top up fees on prepaid cards in Italy resulting from new regulation issued in March 2007 and the Group’s ongoing reduction of European roaming rates. Business segment service revenue, which represents 28% of European service revenue, grew by approximately 5% on an organic basis, driven by a 21% growth in the average business customer base, including strong growth in closing handheld business devices and mobile PC connectivity devices. Voice revenue increased by 1.3%, bu t declined by 1.8% on an organic basis, with the difference being due to the effect of favourable movements in exchange rates. The organic decrease was primarily due to the effect of lower prices resulting from Group initiatives and regulation -driven reductions . · · · Outgoing voice revenue remained stable on an organic basis, as the 20.1% increase in outgoing call minutes, driven by the 9.0% higher outgoing usage per customer and the higher customer base, was offset by the fall in the effective rate per minute reflecting continued price reductions and the effect of the cancellation of top up fees in Italy. Incoming voice revenue fell by 4.6% on an organic basis as a result of ongoing termination rate reductions throughout the region. The effective annual rate of decline of 12%, driven by termination rate cuts in Germany, Italy and Spain, was partially mitigated by the 8.3% growth in incoming voice minutes . Roaming and international visitor revenue declined by 8.0% on an organic basis, as expected, principally from the impact of the Group’s initiatives on retail and wholesale roaming and regulatory -driven price reductions, which more than offset growth of 13.3% in voice minute volumes . Messaging revenue grew by 11.5%, or by 8.1% on an organic basis, driven by good growth in usage, up 28.1%, particularly in Italy and the UK, resulting from the success of a number of promotions and the higher take up of tariff bundles and options. Strong growth of 40.5%, or 35.7% on an organic basis, was achieved in data revenue, primarily from a 61.5% rise in the number of mobile PC connectivity devices, including the successful launch of the Vodafone Mobile Connect USB modem in the business and consumer segments, coupled with the strong promotion of data tariffs across many European markets . Fixed line revenue increased by 22.4%, or by 4.7% on an organic basis, with 12.5 percentage points of this reported growth being contributed by the acquisition of Tele2’s operations in Italy and Spain in December 2007. Organic growth was mainly due to the increase in Arcor’s service revenue . At 31 March 2008, Europe had 3.5 million fixed broadband customers . Germany At constant exchange rates, service revenue declined by 4.8%, mainly due to an 8.3% decrease in voice revenue resulting from a reduction in termination rates, the full year impact of significant tariff cuts introduced in the second half of the 2007 financial year and reduced roaming rates. This was partially offset by 32.1% growth in outgoing voice minutes, driven by a 9.1% increase in the average customer base and higher usage per customer . Messaging revenue fell 8.7% at constant exchange rates due to lower usage by prepaid customers and new tariffs with inclusive messages sent within the Vodafone network, which stimulated an 8.8% growth in volumes but was more than offset by the resulting lower rate per message . These falls were partially offset by 34.7% growth in data revenue at constant exchange rates, largely due to a 71.9% increase in the combined number of registered mobile PC connectivity devices and handheld business devices, particularly in the business segment, as well as increased Vodafone HappyLive! bundle penetration in the consumer segment . Vodafone Group Plc Annual Report 2008 35

Vodafone — Performance Operating            Results continued Italy Service revenue increased by 0.6%, as a 7.9% fall in voice revenue was offset by 17.2% and 38.8% increases in messaging and data revenue, respectively, all at constant exchange rates, as well as the contribution from the Tele2 acquisition in the second half of the year. On an organic basis, service revenue fell by 2.0%. The regulatory cancellation of top up fees and reduction in termination rates led to the fall in voice revenue but were partially mitigated by a 20.1% rise in outgoing voice usage, benefiting from a 23.2% increase in average consumer and business contract customers, successful promotions and initiatives driving usage within the Vodafone network, and elasticity arising from the top up fee removal . The success of targeted promotions and tariff options contributed to the 31.8% growth in messaging volumes, while the increase in data revenue was driven by a 108.0% growth in registered mobile PC connectivity devices. Spain Spain delivered service revenue growth of 9.7%, with 6.6% growth in voice revenue and 32.2% growth in data revenue, all at constant exchange rates, as well as the contribution from the Tele2 acquisition in the second half of the year. Organic growth in service revenue was 8.1%, with lower organic growth of 5.8% in the second half of the year resulting from a slowing average customer base in an increasingly competitive market. Outgoing voice and messaging revenue benefited from the 9.1% growth in the average customer base and an increase in usage volumes of 13.8% and 12.7%, respectively, driven by various usage stimulation initiatives . A 101.1% increase in registered mobile PC connectivity devices led to the increase in data revenue . UK The UK recorded service revenue growth of 5.8%, with an 8.9% increase in the average customer base, following the success of the new tariff initiatives introduced in September 2006. Sustained market performance and increased penetration of 18 month contracts, leading to lower contract churn for the year, contributed to the growth in the customer base. Voice revenue remained stable as the lower prices were offset by a 16.6% increase in total usage. Messaging revenue increased by 21.4% following a 36.7% rise in usage, driven by the higher take up of messaging bundles . Growth of 29.8% was achieved in data revenue due to improved service offerings for business customers and the benefit of higher registered mobile PC connectivity devices. Arcor Arcor generated an 8.5% increase in service revenue at constant exchange rates, principally driven by the growth in fixed broadband customers . Arcor’s own customers increased from 2.1 million to 2.4 million in the financial year and an additional 0.2 million customers were acquired through Vodafone Germany, bringing the closing German fixed broadband customer base to 2.6 million. The volume increase more than offset pricing pressure in the market. Revenue also benefited from strong growth in Arcor’s carrier business, including that with Vodafone Germany, which lowered overall Group costs. Other Europe Other Europe had service revenue growth of 6.9%, or 2.4% on an organic basis, with strong organic growth in data revenue of 44.0%. Portugal and the Netherlands delivered service revenue growth of 7.2% and 9.0%, respectively, at constant exchange rates, both benefiting from strong customer growth. These were mostly offset by a 6.2% decline in service revenue in Greece at constant exchange rates, which arose from the impact of termination rate cuts in June 2007 and the cessation of a national roaming agreement in April 2007. 36Vodafone Group Plc Annual Report 2008

Adjusted operating            profit The impact of acquisitions            and exchange            rate movements            on Europe’s adjusted operating            profit is shown below: Impact of exchange            Impact of Organic            rates            acquisitions            Reported growth            Percentage            Percentage            growth % points            points      % Adjusted            operating            profit Germany (10.1) 3.5 — (6.6) Italy (1.4) 3.7 (2.4) (0.1) Spain 14.4 4.3 (2.2) 16.5 UK (15.7) — — (15.7) Arcor 25.5 6.1 — 31.6 Other Europe (4.2) 3.5 (0.5) (1.2) Europe (1.5) 3.4 (1.1) 0.8 Adjusted operating profit increased by 0.8% for the year ended 31 March 2008, with a decline of 1.5% on an organic basis, with the difference primarily due to favourable exchange rate movements . Adjusted operating profit included the benefit from the release of a provision following a revised agreement in Italy related to the use of the Vodafone brand and related trademarks, which is offset in common functions . Adjusted operating profit was also impacted by higher interconnect, acquisition and retention costs and the impact of the Group’s increasing focus on fixed line services, including the acquisition of Tele2 in Italy and Spain. Interconnect costs rose by 8.5%, or by 4.1% on an organic basis, as the higher volume of outgoing calls to other networks more than offset the cost benefit obtained from termination rate cuts throughout the region. The main increases were recorded in the UK and Italy, partially offset by a decline in Germany . Other direct costs grew by 7.8%, although only 1.3% on an organic basis, as increases in the UK and Arcor were partially offset by a reduction in Germany . A 10.3%, or 6.0% organic, rise in acquisition costs resulted from increases across most of the region, reflecting the continued focus on attracting higher value contract and business customers, particularly in the UK and Italy. Acquisition costs per customer increased across the region, with the exception being Germany due to a higher proportion of wholesale and prepaid connections . Retention costs increased by 13.8%, or by 10.1% on an organic basis, largely driven by higher costs in Spain, with smaller increases occurring across the rest of the region. Operating expenses were flat on an organic basis, as a result of the successful control of costs and the benefit from the release of the brand royalty provision . Various initiatives were implemented at both central and local levels. Central initiatives included the consolidation and optimisation of data centres, restructuring within central functions, continued migration from leased lines to owned transmission and further renegotiation of contracts relating to various network operating expenses . Locally there were restructuring programmes in Germany and Italy and, more recently, in the UK. Depreciation and other amortisation was 3.4% higher, or broadly stable on an organic basis, as the add itional charges resulting from the acquisition of Tele2 operations in Italy and Spain and unfavourable exchange rate movements were partially offset by savings from lower capital expenditure and the consolidation and optimisation of data centres. Germany Adjusted operating profit fell by 10.1% at constant exchange rates, primarily due to the reduction in voice revenue . Total costs decreased at constant exchange rates, mainly as a result of an 11.2% fall in interconnect costs, which benefited from the termination rate cuts, and a 10.1% reduction in other direct costs, mainly from fewer handset sales to third party distributors and lower content costs than the 2007 financial year. Operating expenses fell by 2.7% at constant exchange rates, reflecting targeted cost saving initiatives, despite the growing customer base. Acquisition costs rose by 7.6% at constant exchange rates due to a higher volume of gross additions and the launch of a fixed broadband offer, while retention costs increased by 5.1% at constant exchange rates due to a higher cost per upgrade from an increased focus on higher value customers . Italy Adjusted operating profit decreased by 0.1%, or 1.4% on an organic basis, primarily as a result of the fall in voice revenue due to the regulatory cancellation of top up fees. On an organic basis, total costs fell as higher interconnect and acquisition costs were offset by a 15.8% fall in other direct costs after achieving lower prepaid airtime commissions and a 7.4% reduction in operating expenses as a result of the release of the provision for brand royalty payments following agreement of revised terms. Interconnect costs increased by 6.2% on an organic basis, reflecting the growth in outgoing voice minute volumes, partially offset by a higher proportion of calls and messages to Vodafone customers, while acquisition costs rose by 18.7% on an organic basis due to the investment in the business and higher value consumer contract segments . Spain Spain generated growth of 16.5% in adjusted operating profit, or 14.4% on an organic basis, due to the increase in service revenue, partially offset by a 28.3% rise on an organic basis in retention costs driven by the higher volume of upgrades and cost per contract upgrade . The proportion of contract customers within the total closing customer base increased by 3.2 percentage points to 58.0%. Acquisition costs decreased by 9.0% on an organic basis following the reduction in gross additions . Interconnect costs were flat on an organic basis as the benefit from termination rate cuts was offset by the higher volumes of outgoing voice minutes . Operating expenses increased by 4.0% on an organic basis but fell as a percentage of service revenue as a result of good cost control. UK Although service revenue grew by 5.8%, adjusted operating profit fell by 15.7% as a result of the rise in total costs, partially offset by a £30 million VAT refund. The UK business continued to invest in acquiring new customers in a highly competitive market, leading to a 13.1% increase in acquisition costs. Interconnect costs increased by 12.0% due to the 19.0% growth in outgoing mobile minutes, reflecting growth in the customer base and larger bundled offers. The 7.1% increase in other direct costs was due to cost of sales associated with the growing managed solutions business and investment in content based data services . Operating expenses increased by 6.0%, although remained stable as a percentage of service revenue, with the increase due to a rise in commercial operating costs in support of sales channels and customer care activities and a £35 million charge for the restructuring programmes announced in March 2008, with savings anticipated for the 2009 financial year. Arcor Adjusted operating profit increased by 25.5% at constant exchange rates, due to the growth in service revenue, which exceeded increases in the cost base. Other direct costs rose by 27.2% at constant exchange rates, largely driven by higher access line fee s from the expanding customer base, which also resulted in an 8.7% increase at constant exchange rates in interconnect costs. The residual cost base was relatively stable. Other Europe In Other Europe, adjusted operating profit fell by 1.2%, or 4.2% on an organic basis, largely driven by a 20.7% fall at constant exchange rates in the share of results of associates following increased acquisition and retention costs and higher interest and tax charges, which more than offset a 6.5% rise in revenue at constant exchange rates. The growth in adjusted operating profit of subsidiaries was primarily driven by increases in Portugal and the Netherlands of 20.2% and 13.2%, respectively, at constant exchange rates, resulting from the growth in service revenue, as well as good cost control in Portugal . These more than offset the 7.1% fall at constant exchange rates in Greece, where results were affected by a decline in service revenue, increased retention and marketing costs and a regulatory fine. Vodafone Group Plc Annual Report 2008 37

Vodafone — Performance Vodafone — Performance Operating            Results            continued EMAPA Eastern            Middle East, Associates Europe⁽²⁾ Africa & Asia            Pacific            US            Other            Eliminations             EMAPA      % change £m £m £m £m £m £m £m £ Organic⁽²⁾ Year            ended 31 March 2008 Voice revenue (1) 2,584 3,818 1,085 (1) 7,486 Messaging            revenue 333 210 281 — 824 Data revenue 108 187 64 — 359 Fixed line revenue (1) 16 7 25 — 48 Other service revenue — — 1 — 1 Service            revenue 3,041 4,222 1,456 (1) 8,718 46.1 14.4 Acquisition            revenue 61 261 128 — 450 Retention            revenue 27 1 6 — 34 Other revenue 25 63 55 — 143 Revenue 3,154 4,547 1,645 (1) 9,345 45.1 14.5 Interconnect            costs (522) (623) (247) 1 (1,391) Other direct costs (445) (625) (284) — (1,354) Acquisition            costs (322) (395) (222) — (939) Retention            costs (97) (103) (59) — (259)

Operating            expenses (769) (1,078) (410) — (2,257) Acquired            intangibles            amortisation (223) (425) — — (648) Purchased            licence amortisation (19) (28) (16) — (63) Depreciation            and other amortisation (425) (503) (226) — (1,154) Share of result in associates (3) — 2 — 2,447 — — 2,449 Adjusted            operating            profit 332 769 181 2,447 — — 3,729 15.0 20.9 Year            ended 31 March 2007 Voice revenue (1) 2,037 2,098 942 5,077 Messaging            revenue 271 142 254 667 Data revenue 70 26 42 138 Fixed line revenue (1) 14 66 7 87 Service            revenue 2,392 2,332 1,245 5,969 Acquisition            revenue 53 223 105 381 Retention            revenue 19 — 2 21 Other revenue 13 10 47 70 Revenue 2,477 2,565 1,399 6,441 Interconnect            costs (433) (364) (248) (1,045) Other direct costs (314) (246) (224) (784) Acquisition            costs (219) (291) (167) (677) Retention            costs (78) (84) (50) (212) Operating            expenses (614) (509) (349) (1,472) Acquired            intangibles            amortisation (285) (105) (2) (392) Purchased            licence amortisation (19) (17) (7) (43) Depreciation            and other amortisation (331) (255) (193) (779) Share of result in associates (3) — — — 2,077 130 2,207 Adjusted            operating            profit 184 694 159 2,077 130 3,244 Change            at constant            exchange            rates      % % % % % Voice revenue (1) 20.3 90.3 7.0 Messaging            revenue 13.2 53.8 2.6 Data revenue 48.1 646.0 43.0 Fixed line revenue (1) 16.4 (89.9) 201.2 Service            revenue 20.2 88.6 8.6 Acquisition            revenue 12.3 25.9 13.7 Retention            revenue 34.0 — 195.2 Other revenue 80.3 569.1 7.8 Revenue 20.5 85.2 9.2 Interconnect            costs 13.5 78.1 (7.4) Other direct costs 29.8 163.1 17.4 Acquisition            costs 36.6 45.7 24.0 Retention            costs 20.7 30.0 10.6 Operating            expenses 17.7 120.4 9.6 Acquired            intangibles            amortisation (26.4) 316.7 (100.0) Purchased            licence amortisation (5.0) 75.0 128.6 Depreciation            and other amortisation 21.1 104.5 8.1 Share of result in associates (3) — — — 24.8 (100.0) Adjusted            operating            profit 93.3 15.3 4.6 24.8 (100.0) Notes: (1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line operators and fixed broadband. All prior periods have been adjusted accordingly. (2) On 1 October 2007, Romania rebased all of its tariffs and changed its functional currency from US dollars to euros. In calculating all constant exchange rate and organic metrics which include Romania, previous US dollar amounts have been translated into euros at the 1 October 2007 US$/euro exchange rate. (3) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and reported within Other Europe. The results are presented in accordance with the new organisational structure. 38Vodafone Group Plc Annual Report 2008

Mobile telecommunications            KPIs 2008 2007 Eastern            Middle East, Eastern            Middle East, Europe            Africa & Asia            Pacific            EMAPA            Europe            Africa & Asia             Pacific            EMAPA Closing customers (‘000) 33,547 79,289 6,279 119,115 28,975 27,160 5,750 61,885 Closing 3G devices (‘000) 686 885 1,297 2,868 347 367 778 1,492 Voice usage (millions            of minutes) 48,431 189,747 12,845 251,023 39,658 37,449 11,371 88,478 See page 155 for            definition            of terms Vodafone has continued to execute on its strategy to deliver strong growth in emerging markets during the 2008 financial year, with the acquisition of Vodafone Essar (formerly Hutchison Essar) in India and with strong performances in Turkey, acquired in May 2006, Romania and Egypt. The Group is beginning to differentiate itself in its emerging markets, with initiatives such as the introduction of Vodafone branded handsets and the Vodafone M-PESA/Vodafone Money Transfer service. On 8 May 2007, the Group continued to successfully increase its portfolio in emerging markets by acquiring companies with interests in Vodafone Essar, a leading operator in the fast growing Indian mobile market, following which the Group controls Vodafone Essar. The business was rebranded to Vodafone in September 2007. In conjunction with the Vodafone Essar acquisition, the Group signed a memorandum of understanding with Bharti Airtel, the Group’s former joint venture in India, on infrastructure sharing and granted an option to a Bharti group company to buy its 5.60% direct interest in Bharti Airtel, which was exercised on 9 May 2007. An initial public offering of 25% of Safaricom shares held by the Government of Kenya closed to applicants on 23 April 2008. Share allocations are expected to be announced on, or around, 30 May 2008, following which Safaricom will be accounted for as an associate, rather than as a joint venture. The Group’s effective equity interest will remain unchanged . Revenue Revenue growth for the year ended 31 March 2008 was 45.1% for the region, or 14.5% on an organic basis, with the key driver for organic growth being the increase in service revenue of 46.1%, or 14.4% on an organic basis. The impact of acquisitions, disposal and foreign exchange movements on service revenue and revenue growth are shown below: Impact of            Impact of exchange            acquisitions Organic            rates            and disposal⁽¹⁾ Reported growth            Percentage            Percentage            growth % points            points       % Service            revenue Eastern Europe 9.7 6.9 10.5 27.1 Middle East, Africa and Asia 22.3 (7.6) 66.3 81.0 Pacific 8.6 8.3 — 16.9 EMAPA 14.4 3.4 28.3 46.1 Revenue — EMAPA 14.5 3.1 27.5 45.1 Note: · Impact of acquisitions and disposal includes the impact of the change in consolidation status of Bharti Airtel from a joint venture to an investment in February 2007. On an organic basis, voice revenue grew by 12.8% and messaging revenue and data revenue rose by 6.5% and 87.9%, respectively, as a result of the 26.2% organic increase in the average customer base, driven primarily by increasing penetration in emerging markets . Strong performances in Turkey, Egypt, Romania and India contributed to the growth in service revenue . EasternEurope In Eastern Europe, service revenue increased            by 27.1%, or 9.7% on an organic basis, driven by the acquisition            of Turkey in the 2007 financial year and a good performance            in Romania . At constant exchange rates, Turkey delivered revenue growth of 24%, assuming the Group owned the business for the whole of both periods, with 25.2% growth in the average customer base compared to the 2007 financial year. While growth rates remained high, they slowed in the last quarter of the year, but remained consistent with the overall growth rate for the market. In order to maintain momentum in an increasingly competitive environment, the business is concentrating on targeted promotional offers and focusing on developing distribution, as well as continued investment in the brand and completing the planned improvements to network coverage . The revenue performance year on year was principally as a result of the increase in voice revenue driven by the rise in average customers, but also benefited from the growth in messaging revenue, resulting from higher volumes . In Romania, service revenue increased by 15.0%, or 19.6% at constant exchange rates, driven by an 18.3% rise in the average customer base following the impact of initiatives focusing on business and contract customers, as well as growth in roaming revenue and a strong performance in data revenue, which grew by 92.6%, or 97.7% at constant exchange rates, to £41 million following successful promotions and a growing base of mobile data customers . However, service revenue growth slowed in the last quarter, when compared to the same quarter in the 2007 financial year, in line with lower average customer growth, which is in turn driven by increased competition in the market, with five mobile operators now competing for market share. Middle East, Africa and Asia Service revenue growth in Middle East, Africa and Asia increased by 81.0%, or 22.3% on an organic basis, with the acquisition of Vodafone Essar being the main reason for the difference between reported and organic growth. The growth in organic service revenue was as a result of strong performances in Egypt, Vodacom and Safaricom, the Group’s joint venture in Kenya. At constant exchange rates, Vodafone Essar has performed well since acquisition, with growth in revenue of 55% assuming the Group owned the business for the whole of both periods. Since acquisition, there have been 16.4 million net customer additions, bringing the total customer base to 44.1 million at 31 March 2008. Penetration in mobile telephony increased following falling prices of both handsets and tariffs and network coverage increases . The market remains competitive with prepaid offerings moving to lifetime validity products, which allow the customer to stay connected to the network without requiring any top ups, following price reductions in the market. Revenue continues to grow as the customer base increases, particularly in outgoing voice as service offerings drive greater usage. In Egypt, service revenue growth was 27.1%, or 31.2% at constant exchange rates, benefiting from a 52.7% increase in the average customer base and an increase in voice revenue, with the fall in the effective rate per minute being offset by a 60.1% increase in usage. The success of recent prepaid customer offerings, such as the Vodafone Family tariff, contributed to the 45.8% growth in closing customers compared to the 2007 financial year. Vodafone Group Plc Annual Report 2008 39

Vodafone — Performance Operating            Results continued Vodacom’s service revenue increased by 8.6%, or 16.5% at constant exchange rates, which was achieved largely through average customer growth of 23.1%. The customer base was impacted by a change in the prepaid disconnection policy, which resulted in 1.45 million disconnections in September 2007 and a higher ongoing disconnection rate. Vodacom’s data revenue growth remained very strong, driven by a rapid rise in mobile PC connectivity devices. Pacific In the Pacific, service revenue increased by 16.9%, or 8.6% at constant exchange rates. Australia was a key driver of the increase, with service revenue growth of 15.1%, or 7.5% at constant exchange rates, which was achieved despite the sharp regulatory driven decline in termination rates during the year. Revenue growth in Australia reflected an 8.0% increase in the average customer base and the mix of higher value contract customers . New Zealand also saw strong growth in service revenue, which increased by 20.0%, or by 10.1% at constant exchange rates, driven primarily by a 16.7% increase in the average contract customer base and strong growth in data and fixed line revenue . Adjusted operating            profit Adjusted operating            profit increased            by 15.0% for the year ended 31 March 2008, or 20.9% on an organic basis, due to strong performances            in Romania, Vodacom, Egypt and Verizon Wireless . The table below sets out the reconciliation            between            reported            and organic growth, showing the effect of acquisitions, disposals            and exchange             rate movements            on adjusted            operating            profit: Impact of            Impact of exchange            acquisitions Organic rates            and disposals (1) Reported growth Percentage            Percentage            growth % points            points      % Adjusted            operating            profit Eastern Europe 21.2 (12.9) 72.1 80.4 Middle East, Africa and Asia 13.3 (4.5) 2.0 10.8 Pacific 4.6 9.2 — 13.8 EMAPA 20.9 (5.4) (0.5) 15.0 Note: · Impact of acquisitions and disposals includes the impact of the change in consolidation status of Bharti Airtel from a joint venture to an investment in February 2007. The acquisitions in Turkey and India led to a rise in acquired intangible asset amortisation, which reduced the reported growth in adjusted operating profit, while the continued investment in network infrastructure in the region resulted in higher depreciation charges . Reported growth in adjusted operating profit was also impacted by the disposals of B elgacom Mobile S.A. and Swisscom Mobile A.G. in the 2007 financial year. Eastern Europe Adjusted operating profit increased by 80.4%, or by 21.2% on an organic basis, with the main contributors being Turkey and Romania . The organic increase in adjusted operating profit was driven by growth in service revenue, offsetting the impact of the higher cost base, particularly an organic increase in interconnect costs and operating expenses of 7.5% and 5.7%, respectively . Depreciation and amortisation increased by 16.0% on an organic basis, primarily due to continued investment in network infrastructure, as well as network expansion into rural areas and increased 3G capacity to support data offerings in Romania . Turkey generated strong growth in adjusted operating profit, assuming the Group owned the business for the whole of both periods, driven by the increase in revenue . The closing customer base grew by 21.8% following additional investment in customer acquisition activities, with the new connections in the year driving the higher acquisition costs. Other direct costs were up, mainly due to ongoing regulatory fees which equate to 15% of revenue . Operating expenses remained constant as a percentage of service revenue but increased following continued investment in the brand and network in line with the acquisition plan. There was also a decrease in acquired intangible asset amortisation, following full amortisation of the acquired brand by March 2007 as a result of the rebranding to Vodafone . 40 Vodafone Group Plc Annual Report 2008

Romania’s adjusted operating profit grew by 31.4%, or 37.7% at constant exchange rates, with increases in costs being mitigated by service revenue performance . Interconnect costs grew by 24.7%, or 29.4% at constant exchange rates, reflecting the 18.3% rise in the average customer base. As a percentage of service revenue, acquisition and retention costs increased by 0.7% to 13.3% as a result of the increased competition for customers . Increases in the number of direct sales and distribution employees, following the market trend towards direct distribution channels, led to a 6.6% increase in operating expenses, or 11.0% at constant exchange rates, while depreciation charges rose by 23.0%, or 27.6% at constant exchange rates, due to network development to support 3G data offerings and to increase network coverage in the rural areas. Middle East, Africa and Asia Adjusted operating profit rose by 10.8%, or 13.3% on an organic basis, with the acquisition of Vodafone Essar and strong performances in Egypt and Vodacom being the main factors for the reported increase . The main organic movements in the cost base were in relation to other direct costs and operating expenses, which increased by 38.0% and 23.4%, respectively . Depreciation and amortisation increased by 36.3% on an organic basis, primarily due to enhancements in the network in Egypt in order to increase capacity and support 3G offerings . In addition, the expansion of the network in India, where approximately 1,950 base stations have been constructed per month since acquisition, increased reported depreciation . The Indian mobile market continued to grow, with penetration reaching 23% by the end of March 2008. Vodafone Essar, which successfully adopted the Vodafone brand in September 2007, continued to perform well, with adjusted operating profit slightly ahead of the expectations held at the time of the completion of the acquisition . This was partially due to the Group’s rapid network expansion in this market together with improvements in operating expense efficiency, particularly in customer care. The outsourcing of the IT function was implemented during January 2008 and is expected to lead to the faster roll out of more varied services to customers, while delivering greater cost efficiencies . In December 2007, the Group announced, alongside Bharti Airtel and Idea Cellular Limited, the creation of an independent tower company, Indus Towers Limited, to accelerate the expansion of network infrastructure in India, to reduce overall costs and generate revenue from third party tenants. In Egypt, adjusted operating profit increased by 6.3%, or 10.1% at constant exchange rates. Interconnect costs grew by 41.8%, or 46.2% at constant exchange rates, in line with the growth in outgoing revenue, with other direct costs rising by 48.1%, or 52.4% at constant exchange rates, due to prepaid airtime commission increases and 3G licence costs, both of which were offset by the rise in revenue . Within operating expenses, staff investment programmes, higher publicity costs and leased line costs increased during the year, although operating expenses remained stable as a percentage of service revenue . Vodacom’s adjusted operating profit rose by 11.8%, or 19.1% at constant exchange rates. The main cost drivers were operating expenses, which increased by 10.8%, or 19.2% at constant exchange rates, and other direct costs which grew by 13.9%, or 22.3% at constant exchange rates, primarily as a result of increased prepaid airtime commission following the growth of the business . Growth at constant exchange rates was in excess of reported growth as Vodacom’s reported performance in the 2008 financial year was impacted by the negative effect of exchange rates arising on the translation of its results into sterling. Pacific Adjusted operating profit in the Pacific rose by 13.8%, or 4.6% at constant exchange rates. A favourable performance in Australia was a result of the higher contract customer base, achieved through expansion of retail distribution, with higher contract revenue offsetting the increase in customer acquisition costs of 36.8%, or 27.6% at constant exchange rates. Associates 2008 2007 Verizon Wireless change Verizon            Verizon Wireless            Other⁽¹⁾ Total            Wireless            Other⁽¹⁾ Total £ $ £m £m £m £m £m £m      % % Share of result of associates Operating            profit 2,771 — 2,771 2,442 167 2,609 13.5 20.3 Interest (102) — (102) (179) 2 (177) (43.0) (39.3) Tax (166) — (166) (125) (39) (164) 32.8 41.0 Minority            interest (56) — (56) (61) — (61) (8.2) (1.8) 2,447 — 2,447 2,077 130 2,207 17.8 24.8 Verizon            Wireless (100% basis) Total revenue (£m) 22,541 20,860 8.1 14.5 Closing            customers (‘000) 67,178 60,716 Average            monthly            ARPU ($) 53.9 52.5 Blended            churn 14.7 % 13.9 % Messaging            and data as a percentage of service revenue 19.8 % 14.4 % Note: · Other associates in 2007 include the results of the Group’s associated undertakings in Belgium and Switzerland until the announcement of their disposal in August 2006 and December 2006, respectively. Verizon Wireless increased its closing customer base by 10.6% in the year ended 31 March 2008, adding 6.5 million net additions to reach a total customer base of 67.2 million. The performance was particularly robust in the higher value contract segment and was achieved in a market where the estimated mobile penetration reached 88% at 31 March 2008. The strong customer growth was achieved through a combination of higher gross additions and Verizon Wireless’ strong customer loyalty, with the latter evidenced through continuing low levels of churn. The 12.3% growth in the average mobile customer base combined with a 2.7% increase in ARPU resulted in a 15.2% increase in service revenue . ARPU growth was achieved through the continued success of non-voice services, driven predominantly by data cards, wireless email and messaging services . Verizon Wireless’ operating profit was impacted by efficiencies in other direct costs and operating expenses, partly offset by a higher level of customer acquisition and retention costs. During the 2008 financial year, Verizon Wireless consolidated its spectrum position through the Federal Communications Commission’s Auction 73, winning the auction for a nationwide spectrum footprint plus licences for individual markets for $9.4 billion, which will be fully funded by debt. This spectrum depth will allow Verizon Wireless to continue to grow revenue, to preserve its reputation as the nation’s most reliable wireless network, and to continue to lead in data services to satisfy the next wave of services and consumer electronics devices. The Group’s share of the tax attributable to Verizon Wireless for the year ended 31 March 2008 relates only to the corporate entities held by the Verizon Wireless partnership . The tax attributable to the Group’s share of the partnership’s pre-tax profit is included within the Group tax charge. Investme nts China Mobile, in which the Group has a 3.21% stake and which is accounted for as an investment, increased its closing customer base by 24.0% in the year to 392.1 million. Dividends of £72 million were received by the Group in the 2008 financial year. Vodafone Group Plc Annual Report 2008 41

Vodafone — Performance Operating            Results            continued 2007 Financial            Year Compared            to the 2006 Financial            Year Group Common            Group            Group Europe            EMAPA            Functions ^{(2 )} Eliminations 2007 2006 % change £m £m £m £m £m £m £ Organic Voice revenue ^{(1 )}___ /GUUCIKPI_TGXGPWG___ &CVC_TGXGPWG___ Fixed line            revenue ^{(1 )}___ 1VJGT_UGTXKEG_TGXGPWG___ 5GTXKEG_TGXGPWG___ #ESWKUKVKQP_TGXGPWG___ 4GVGPVKQP_TGXGPWG___ Other revenue 247 70 168 (12) 473 525 Revenue 24,592 6,441 168 (97) 31,104 29,350 6.0 4.3 +PVGTEQPPGEV_EQUVU___ Other direct costs (1,914) (784) (66) 3 (2,761) (2,096) #ESWKUKVKQP_EQUVU___ 4GVGPVKQP_EQUVU___ Operating            expenses (5,462) (1,472) 206 9 (6,719) (6,166) #ESWKTGF_KPVCPIKDNGU_COQTVKUCVKQP___ 2WTEJCUGF_NKEGPEG_COQTVKUCVKQP___ &GRTGEKCVKQP_CPF_QVJGT_COQTVKUCVKQP___ Share of result in            associates ⁽³⁾___ #FLWUVGF_QRGTCVKPI_RTQHKV___ Adjustments            for: Impairment            losses (11,600) (23,515) Other income and            expense 502 15 Non-operating            income of associates 3 17 Operating            loss (1,564) (14,084) Non-operating            income and expense 4 (2) Investment            income 789 353 Financing            costs (1,612) (1,120) Loss            before taxation (2,383) (14,853) Income tax expense (2,423) (2,380) Loss for            the financial            year from continuing            operations (4,806) (17,233) Loss for the financial            year from discontinued            operations (491) (4,588) Loss for            the financial            year (5,297) (21,821) Notes: (1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line operators and fixed broadband. All prior periods have been adjusted accordingly. (2) Common functions represents the results of partner markets and the net result of unallocated central Group costs and recharges to the Group’s operations, including royalty fees for use of the Vodafone brand. (3) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and reported within Other Europe. The results for all periods are presented in accordance with the new organisational structure. Revenue Revenue increased by 6.0% to £31,104 million in the year to 31 March 2007, with organic growth of 4.3%. The net impact of acquisitions and disposals contributed 3.3 percentage points to revenue growth, offset by unfavourable movements in exchange rates of 1.6 percentage points, with both effects arising principally in the EMAPA region. The Europe region recorded organic revenue growth of 1.4%, while the EMAPA region delivered organic revenue growth of 21.1%. As a result, the EMAPA region accounted for more than 70% of the organic growth in Group revenue . Strong performances were recorded in Spain and a number of the Group’s emerging markets . An increase in the average mobile customer base and usage stimulation initiatives resulted in organic revenue growth of 2.5% and 7.0% in voice and messaging revenue, respectively . Data revenue is an increasingly important component of Group revenue, with organic growth of 30.7%, driven by increasing penetration from 3G devices and growth in revenue from business services . The Europe region and common functions contributed 79% of Group revenue, of which approximately 63% was euro denominated, with the remaining 16% being denominated in sterling. The remaining 21% was generated in the EMAPA region where no single currency was individually significant . 42Vodafone            Group Plc Annual Report 2008

Operating            result Adjusted operating profit increased by 1.4% to £9,531 million, with organic growth of 4.2%. The net impact of acquisitions and disposals and unfavourable exchange rate movements reduced reported growth by 0.3 percentage points and 2.5 percentage points, respectively, with both effects arising principally in the EMAPA region. The Europe region declined 3.7% on an organic basis, while the EMAPA region recorded organic growth of 27.4%. Strong performances were delivered in Spain, the US and a number of emerging markets . Adjusted operating profit is stated after charges in relation to regulatory fines in Greece of £53 million and restructuring costs within common functions, Vodafone Germany, Vodafone UK and Other Europe of £79 million. The EMAPA region accounted for all of the Group’s reported and organic growth in adjusted operating profit. Adjusted operating profit for the 2007 financial year was principally denominated in euro (55%), US dollar (22%) and sterling (5%), with the remaining 18% being denominated in other currencies . The acquisitions and stake increases led to the rise in acquired intangible asset amortisation, and these acquisitions, combined with the continued expansion of network infrastructure in the EMAPA region, resulted in higher depreciation charges. The Group’s share of results from associates increased by 13.0%, mainly due to Verizon Wireless which reported record growth in net additions and increased ARPU. The growth in Verizon Wireless was offset by a reduction in the Group’s share of results from its other associated undertakings, which fell due to the disposals of Belgacom Mobile S.A. and Swisscom Mobile A.G. as well as the impact of reductions in termination rates and intense competition experienced by SFR in France. Operating loss was £1,564 million compared with a loss of £14,084 million in the 2006 financial year following lower impairment charges . In the year ended 31 March 2007, the Group recorded an impairment charge of £11,600 million (2006: £23,515 million) in relation to the carrying value of goodwill in the Group’s operations in Germany (£6,700 million) and Italy (£4,900 million). The impairment in Germany resulted from an increase in long term interest rates, which led to higher discount rates, along with increased price competition and continued regulatory pressures in the German market. The impairment in Italy resulted from an increase in long term interest rates and the estimated impact of legislation cancelling the fixed fees for the top up of prepaid cards and the related competitive response in the Italian market. The increase in interest rates accounted for £3,700 million of the reduction in value during the 2007 financial year. Certain of the Group’s cost reduction and revenue stimulation initiatives are managed centrally within common functions . Consequently, operating and capital expenses are incurred centrally and recharged to the relevant countries, primarily in Europe. This typically results in higher operating expenses with a corresponding reduction in depreciation for the countries concerned . Other income and expense for the year ended 31 March 2007 included the gains on disposal of Belgacom Mobile S.A. and Swisscom Mobile A.G., amounting to £441 million and £68 million, respectively . Investment            income            and financing            costs 2007 2006 £m £m Investment            income 789 353 Financing            costs (1,612) (1,120) (823) (767) Analysed            as: Net financing            costs before dividends            from investments (1) (435) (318) Potential            interest            charges            arising on settlement            of outstanding            tax issues (406) (329) Dividends            from investments 57 41 Foreign exchange (2) (41) - Changes            in the fair value of equity put rights and similar arrangements (3) 2 (161) Net financing            costs (823) (767) Notes: (1) Includes a one off gain of £86 million related to the Group renegotiating its investments in SoftBank. (2) Comprises foreign exchange differences reflected in the Consolidated Income Statement in relation to certain intercompany balances and the foreign exchange differences on financial instruments received as consideration in the disposal of Vodafone Japan to SoftBank, which completed in April 2006. (3) Includes the fair value movement in relation to the put rights and similar arrangements held by minority interest holders in certain of the Group’s subsidiaries. The valuation of these financial liabilities is inherently unpredictable and changes in the fair value could have a material impact on the future results and financial position of Vodafone. Details of these options can be found on page 58. Net financing costs before dividends from investments increased by 36.8% to £435 million as increased financing costs, reflecting higher average debt and interest rates, and losses on mark to market adjustments on financial instruments more than offset higher investment income resulting from new investments in SoftBank, which arose on the sale of Vodafone Japan during the 2007 financial year, including an £86 million gain related to the renegotiation of these investments . At 31 March 2007, the provision for potential interest charges arising on settlement of outstanding tax issues was £1,213 million. Taxation The effective tax rate, exclusive of impairment losses, was 26.3% (2006: 27.5%), which was lower than the Group’s weighted average tax rate due to the resolution of a number of historic tax issues with tax authorities and additional tax deductions in Italy. The 2006 financial year benefited from the tax treatment of a share repurchase in Vodafone Italy and favourable tax settlements . A significant event in the 2007 financial year was a European Court decision in respect of the UK CFC legislation, following which Vodafone has not accrued any additional provision in respect of the application of UK CFC legislation to the Group. The effective tax rate including impairment losses was (101.7)% compared to (16.0)% for the 2006 financial year. The negative tax rates arose from no tax benefit being recorded for the impairment losses of £11,600 million (2006: £23,515 million). Loss per share Adjusted earnings per share increased by 11.4% from 10.11 pence to 11.26 pence for the year to 31 March 2007. Basic loss per share from continuing operations decreased from 27.66 pence to 8.94 pence for the year ended 31 March 2007. 2007 2006 £m £m Loss from            continuing            operations attributable            to equit y            shareholders (4,932) (17,318) Adjustments: Impairment            losses⁽¹⁾ 11,600 23,515 Other income and expense (502) (15) Share of            associated            undertakings’ non-operating            income (3) (17) Non-operating            income and expense (4) 2 Investment            income and financing            costs⁽²⁾ 39 161 Tax on the above items 13 - Adjusted            profit from            continuing operations            attributable            to equity shareholders 6,211 6,328 Weighted            average            number            of shares outstanding Basic and diluted⁽³⁾ 55,144 62,607 Notes: (1) See note 10 to the Consolidated Financial Statements. (2) See note 2 and 3 in investment income and financing costs. (3) In the year ended 31 March 2007, 215 million (2006: 183 million) shares have been excluded from the calculation of diluted loss per share as they are not dilutive. Vodafone Group Plc Annual Report 2008 43

Vodafone — Performance Operating            Results continued Europe Germany            Italy            Spain            UK            Arcor            Other             Elimination            Europe      % change £m £m £m £m £m £m £m £m £ Organic Year ended 31 March 2007 Voice            revenue ^{(1 )}___ /GUUCIKPI_TGXGPWG___ &CVC_TGXGPWG___ Fixed line revenue (1) 15 22 20 17 1,419 26 (26) 1,493 1VJGT_UGTXKEG_TGXGPWG___ Service            revenue 5,156 4,083 4,062 4,681 1,419 4,018 (432) 22,987 0.1 2.0 Acquisition            revenue 172 124 307 274 22 108 (3) 1,004 4GVGPVKQP_TGXGPWG___ 1VJGT_TGXGPWG___ Revenue 5,443 4,245 4,500 5,124 1,441 4,275 (436) 24,592 (0.6) 1.4 Interconnect            costs (645) (628) (675) (1,001) (338) (813) 432 (3,668) Other direct costs (332) (242) (352) (452) (262) (275) 1 (1,914) Acquisition            costs (560) (249) (642) (677) (178) (301) 3 (2,604) 4GVGPVKQP_EQUVU___ 1RGTCVKPI_GZRGPUGU___ #ESWKTGF_KPVCPIKDNGU_COQTVKUCVKQP___ 2WTEJCUGF_NKEGPEG_COQTVKUCVKQP___ ___ &GRTGEKCVKQP_CPF_QVJGT_COQTVKUCVKQP___ ___ Share of result in associates ⁽²⁾___ #FLWUVGF_QRGTCVKPI_RTQHKV___ Year            ended 31 March 2006 Voice            revenue ^{(1 )}___ /GUUCIKPI_TGXGPWG___ &CVC_TGXGPWG___ Fixed line revenue (1) 22 24 17 16 1,305 22 (34) 1,372 Service            revenue 5,394 4,170 3,615 4,568 1,305 4,349 (444) 22,957 #ESWKUKVKQP_TGXGPWG___ 4GVGPVKQP_TGXGPWG___ 1VJGT_TGXGPWG___ Revenue 5,754 4,363 3,995 5,048 1,320 4,697 (444) 24,733 Interconnect            costs (732) (681) (634) (862) (368) (906) 444 (3,739) 1VJGT_FKTGEV_EQUVU___ ___ #ESWKUKVKQP_EQUVU___ ___ 4GVGPVKQP_EQUVU___ 1RGTCVKPI_GZRGPUGU___ #ESWKTGF_KPVCPIKDNGU_COQTVKUCVKQP___ 2WTEJCUGF_NKEGPEG_COQTVKUCVKQP___ ___ &GRTGEKCVKQP_CPF_QVJGT_COQTVKUCVKQP___ ___ Share of result in associates ^{(2 )}___ #FLWUVGF_QRGTCVKPI_RTQHKV___ Change            at constant            exchange            rates      % % % % % % Voice            revenue ^{(1 )}___ /GUUCIKPI_TGXGPWG___ &CVC_TGXGPWG___ Fixed line reve nue (1) (33.3) (6.9) 17.9 6.3 9.5 19.8 Service            revenue (3.9) (1.5) 13.1 2.5 9.5 (7.2) Acquisition            revenue (6.4) 32.9 14.7 (3.9) 46.1 (35.7) 4GVGPVKQP_TGXGPWG___ 1VJGT_TGXGPWG___ Revenue (4.8) (2.2) 13.3 1.5 9.9 (8.6) Interconnect            costs (11.4) (7.2) 7.0 16.1 (7.6) (9.7) Other direct costs 18.9 0.8 7.8 27.3 41.6 1.0 Acquisition            costs 2.2 45.9 19.0 1.8 21.2 (28.6) 4GVGPVKQP_EQUVU___ Operating            expenses 5.1 6.6 14.3 6.9 2.3 (5.5) #ESWKTGF_KPVCPIKDNGU_COQTVKUCVKQP___ 2WTEJCUGF_NKEGPEG_COQTVKUCVKQP___ Depreciation            and other amortisation (14.0) (4.5) 28.9 2.0 6.8 (11.2) Share of result in associates ^{(2 )}___ Adjusted            operating            profit (9.0) (5.4) 14.3 (26.8) 24.5 0.5 Notes: (1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line operators and fixed broadband. All prior periods have been adjusted accordingly. (2) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and reported within Other Europe. The results for all periods are presented in accordance with the new organisational structure. 44 Vodafone Group Plc Annual Report 2008

Mobile telecommunications            KPIs Germany            Italy            Spain            UK            Other            Europe Closing customers (‘ 000 ) — 2007 30,818 21,034 14,893 17,411 17,007 101,163 — 2006 29,191 18,490 13,521 16,304 15,692 93,198 Closing 3G devices (‘000) — 2007 3,720 3,762 2,890 1,938 2,353 14,663 — 2006 2,025 2,250 902 1,033 1,230 7,440 Voice usage (millions            of minutes) — 2007 33,473 32,432 30,414 31,736 28,491 156,546 — 2006 26,787 29,604 23,835 28,059 27,648 135,933 See page 155 for            definition            of terms The Europe region, where market penetration exceeds 100%, experienced intense competition from established mobile operators and new market entrants as well as ongoing regulator imposed rate reductions on incoming calls. As part of the implementation of the Group’s strategy, the 2007 financial year’s performance saw a strong focus on stimulating additional usage in a way that enhances value to the customer and revenue, including significant tariff repositioning to maintain competitiveness in the UK and Germany . On the cost side, the centralisation of global service platform operations was completed in the 2007 financial year, with good progress made in the consolidation and harmonisation of the data centres, and a number of new initiatives to reduce the cost structure were implemented . Customer growth in the region was strong in most markets, including 21.7% and 16.9% growth in the closing contract customer base in Spain and Italy, respectively . The UK reported a 7.7% growth in the closing contract base following a much improved performance in the second half of the 2007 financial year. Contract churn across the region was stable or falling in most markets due to the continued focus on retention and longer contract terms being offered, while prepaid churn rose due to intensified competition and customer self-upgrades . Prepaid markets remained vibrant, with prepaid net additions accounting for around 65% of the total net additions reported for the region. Within the Europe region, Spain and Arcor contributed Revenue            growth, partly offset by declines             in Germany, Italy and Other Europe. In Spain, Revenue            decreased             slightly by 0.6% for the year ended 31 March 2007, consisting            of            despite the            increasing             challenge            in the marketplace a 1.4% organic increase            in revenue, offset by a 0.5 percentage            point adverse impact            the launch of a fourth operator            and branded            resellers, from exchange            rate movements            and a 1.5 percentage            point            decrease            resulting             of 13. 1% at            constant            exchange            rates was achieved from the            disposal             of the Group’s            operations             in Sweden in January 2006. The organic             to a 14.2% increase            in the            average            mobile customer revenue            growth was mainly due to the increase            in organic service revenue . successful            promotions            and competitive            tariffs, particularly customers, which at 31 March 2007 account            for 54.8% of the customer Service            revenue            growth was 0.1% for the Europe region. Organic growth of 2.0% compared            to 49.6% at 31 March 2006. Arcor also was driven by a 7.7% increase            in the average            mobile            customer            base, together            with            servi ce            revenue            compared            to the 2006 financial            year, driven primarily a 17.0 % increase            in total voice usage and 27.1% reported             growth in data revenue, increase             in fixed            broadband             customers            to 2,081,000 driven by innovative            products             and services, successful             promotions            and competitive             of new            competitive             tariffs leading to particularly             good growth since tariffs in the marketplace, although            in turn organic growth was largely offset            Despite high competition            and structural            price declines, by the downward            pressure             on voice pricing and termination             rate cuts in certain            in the UK             accelerated            throughout             the 2007 financial markets . The estimated            impact of termination            rate cuts and other adjustments            contract            customer            base and increased             usage            resulting on the growth in service revenue            and revenue             is shown below. offerings . In Other Europe, reported             service            revenue underlying            service revenue            increased            by 4.8% following Estimated            average            mobile            customer            base, and particularly            strong growth in messaging impact of            data revenue            in the Netherlands            and Portugal            where new tariffs and termination Mobile            Connect            data card            initiatives            proved            particularly rate cuts Impact of            and other            Growth exchange            Impact of            adjustments ^{(1 )} excluding            Germany            and Italy reported             declines            in service            revenue Reported            rates            disposal            Organic            on revenue            these            rates of 3.9% and 1.5%, respectively, largely as a result of termination growth            Percentage             Percentage            growth             growth             items            Underlying            service revenue            in Italy grew by 3.6%, with acceleration % points            points      % % % half of the year due in particular            to increasing            messaging Service            revenue achieved            through            new tariffs and offers targeted            to specific segments, )GTOCP[___the            loss            incurred ___in March 2007 following ___revenue ___ +VCN[___decision            to            eliminate            the top up fee on prepaid cards. In ___Germany, ___ 5RCKP___service            revenue            declined ___slightly as a result of the ___ 7 -___in Germany ___and the launch of new tariffs in ___October #TEQT___ Other Europe (7.6) 0.4 7.3 0.1 4.7 4.8 Europe 0.1 0.5 1.4 2.0 3.5 5.5 4GXGPWG___’WTQRG___ Note: (1) Revenue for certain arrangements            is presented net of associated direct costs. Vodafone Group Plc Annual Report 2008 45

Vodafone — Performance Operating            Results continued Voice revenue Voice revenue decreased            by 2.6%, or by 0.6% on an organic basis, with strong growth in voice usage offset by pressures            on pricing resulting            from competition            and from termination             rate cuts. Across the Europe region, outgoing voice minutes increased by 20.7%, or by 22.3% on an organic basis, driven by the increased customer base and various usage stimulation initiatives and competitive tariff ranges. In Germany, outgoing voice usage increased by 35.7%, with continued success from the Vodafone Zuhause product, which promotes fixed to mobile substitution in the home and which achieved 2.4 million registered customers at 31 March 2007. Additionally, new tariffs were launched in Germany in October 2006, which provided improved value bundles for customers allowing unlimited calls to other Vodafone customers and fixed line customers, all of which significantly contributed to increasing outgoing voice usage. In Italy, the increase in outgoing voice usage of 12.1% was mainly driven by demand stimulation initiatives such as fixed price per call offers and focus on high value customers and business customers . In Spain, the improved customer mix and success of both consumer and business offerings assisted in increasing outgoing voice usage by 34.2%. New and more competitive tariffs launched in the UK in July 2006 and September 2006 and various promotions specifically aimed at encouraging usage contributed to the 16.7% increase in Vodafone UK’s outgoing voice usage. Offsetting the organic growth in outgoing voice usage was the impact of pricing pressures in all markets due to increased competition, which led to outgoing voice revenue per minute decreasing by 16.8% in the year ended 31 March 2007. Termination rate cuts were the main factor in the 7.4% decline in organic incoming voice revenue, with all markets except the UK experiencing termination rate cuts during the year. Announced termination rate cuts after 30 September 2006 included a cut of 7% to 11.35 eurocents per minute in Spain effective from October 2006 and a 20% cut to 8.8 eurocents per minute in Germany effective from November 2006. The impact of the termination rate cuts in the Europe region was to reduce the average effective incoming price per minute by around 13% to approximately 7 pence. Further termination rate cuts of 0.87 eurocents every six months occurred in Spain with effect from April 2007, reducing the rate to 7.0 eurocents by April 2009, while in Italy reductions in July 2007 and July 2008 of 13% below the retail price index have also been announced . The success of Vodafone Passport, a competitively priced roaming proposition with over 11 million customers at 31 March 2007, contributed to increasing the volume of organic roaming minutes by 15.8%. Around 50% of the Group’s roaming minutes within Europe were on Vodafone Passport by 31 March 2007. Organic roaming revenue increased by 1.2% as the higher usage was largely offset by price reductions, due to increasing adoption of Vodafone Passport and also the Group’s commitment to reduce the average cost of roaming in the EU by 40% by April 2007 when compared to summer 2005. Non-voice revenue Messaging revenue increased by 3.1%, or by 4.6% on an organic basis, mainly due to growth in Italy, Other Europe and particularly Spain and the UK, partly offset by declines in Germany . In Spain, the increase was driven by the larger c ustomer base, while in the UK, SMS volumes increased by 25.0% following higher usage per customer . The growth in Italy was driven by an increase in SMS usage of 9.5%, with sharp acceleration in the second half of the 2007 financial year following successful demand stimulation initiatives . In Germany, messaging volumes declined, resulting from the attraction of bigger voice bundles and the fact that promotional activity that had occurred relating to messaging in the 2006 financial year was not repeated in the 2007 financial year. 46 Vodafone Group Plc Annual Report 2008

Data revenue grew by 27.1%, or by 29.5% on an organic basis, with the growth being stimulated by the 97.1% increase in registered 3G enabled devices on the Group’s networks at 31 March 2007, encouraged by an expanded portfolio and competitively priced offerings . Strong growth was experienced in all Europe’s segments, though Germany demonstrated particularly strong growth of 50% as a result of attractive tariff offerings, including flat rate tariff options, and the benefit of improved coverage of the HSDPA technology enabled network, facilitating superior download speeds for data services . Growth in Italy, Spain and the UK was assisted by the expansion of HSDPA network coverage and increased penetration of Vodafone Mobile Connect data cards, of which 74%, 64% and 53% were sold during the 2007 financial year as HSDPA enabled devices in each of these markets respectively . The launch of a modem which provides wireless internet access for personal computers also made a positive contribution to data revenue . In Other Europe, successful Vodafone Mobile Connect data cards initiatives in the Netherlands and Portugal were the primary cause of growth in data revenue . Fixed line revenue increased            by 8.8%, mainly due to Arcor’s increased            customer            base. Adjusted            operating            profit Adjusted operating profit fell by 4.1%, or by 3.7% on an organic basis, with the disposal of the Group’s operations in Sweden being the main cause of the decline. The growth in operating expenses and other direct costs, including the charge in relation to a regulatory fine in Greece of £53 million, also had an adverse effect on adjusted operating profit. Interconnect costs remained stable for the 2007 financial year, once the effect of the disposal of Sweden was excluded, with the increased outgoing call volumes to other networks offset by the cost benefit from the impact of the termination rate cuts. Reported acquisition and retention costs for the region decreased by 2.5%, but remained stable on an organic basis, when compared to the 2006 financial year. In Spain, the main drivers of the increased costs were the higher volumes of gross additions and upgrades, especially with regard to the higher proportion of contract gross additions, which were achieved with higher costs per customer as competition intensified . In Italy, costs increased slightly due to an increased focus on acquiring high value contract customers and an increased volume of prepaid customers . In Germany, retention costs declined as the cost per upgrade was reduced and volumes slightly decreased . The UK saw a reduction in retention costs resulting from a change in the underlying commercial model with indirect distribution partners, where a portion of commissions are now recognised in other direct costs. Acquisition costs in Other Europe decreased, primarily as a result of lower gross contract additions in Greece and a reduction in cost per gross addition in the Netherlands . Other direct costs increased by 14.9%, or by 16.7% on an organic basis, primarily caused by the regulatory fine in Greece and commissions in the UK discussed above. Arcor saw an increase in direct access charges primarily as a result of having a higher customer base. Operating expenses increased by 4.2%, or by 7.4% on an organic basis, primarily caused by increased intercompany recharges, a result of the centralisation of data centre and service platform operations, which were offset by a corresponding reduction in depreciation expense, and a 14.3% increase in Spain’s operating expenses at constant exchange rates as a result of th e growth in this operating company, but which only slightly increased as a percentage of service revenue . Increased publicity spend in the UK, Italy and Greece, and restructuring costs in Germany, the UK and Ireland, also adversely affected operating expenses during the 2007 financial year. As many of the cost reduction initiatives are centralised in common functions, as described earlier, the Group’s target in respect of operating expenses for the total of the Europe region (excluding Arcor) includes common functions but excludes the developing and delivering of new services and business restructuring costs. On this basis, these costs grew by 3.5% in the 2007 financial year for the reasons outlined in the preceding paragraph . Associates SFR, the Group’s associated undertaking in France, achieved an increase of 3.5% in its customer base, higher voice usage and strong growth in data services . However, service revenue was stable at constant exchange rates as the impact of these items was offset by a 5.7% decline in ARPU due to the increase in competition and significant termination rate cuts imposed by the regulator . The voice termination rate was cut by 24% to 9.5 eurocents per minute with effect from 1 January 2006 and by a further 21% to 7.5 eurocents per minute with effect from 1 January 2007. France is the first European Union country to impose regulation on SMS termination rates, which were cut by 19% with effect from 1 January 2006 and a further 30% with effect from mid September 2006 to 3 eurocents per SMS. Cost reduction initiatives The Group has set targets in respect of operating expenses and capitalised fixed asset additions . The operating expense and capitalised fixed asset additions targets relate to the Europe region (excluding Arcor) and common functions in aggregate . During the 2007 financial year, the implementation of a range of Group wide initiatives and cost saving programmes commenced, designed to deliver savings in the 2008 financial year and beyond. The key initiatives were as follows: · · · · · The supply chain management initiative focused on centralising supply chain management activities and leveraging Vodafone’s scale in purchasing activities . Through the standardisation of designs and driving scale strategies in material categories, the Group aimed to increase the proportion of purchasing performed globally . The alignment of all objectives and targets across the entire supply chain management was completed during the 2007 financial year. The IT operations initiative created a shared service organisation to support the business with innovative and customer focused IT services . This organisation consolidated localised data centres into regionalised northern and southern European centres and consolidated hardware, software, maintenance and system integration suppliers to provide high quality IT infrastructure, services and solutions . The Group commenced a three year business transformation programme to implement a single integrated operating model, supported by a single enterprise resource planning (“ERP”) system covering human resources, finance and supply chain functions . The network team focused on network sharing deals in a number of operating companies, with the principal objectives of cost saving and faster network rollout. Many of the Group’s operating companies participated in external cost benchmarking studies and used the results to target local cost reductions . Initiatives implemented in the 2007 financial year included reductions to planned network rollout, outsourcing and off-shoring of customer services operations, property rationalisation, replacing leased lines with owned transmission, network site sharing and renegotiation of supplier contracts and service agreements . · The application development and maintenance initiative focused on driving cost and productivity efficiencies through outsourcing the application development and maintenance for key IT systems . In Octo ber 2006, the Group announced that EDS and IBM had been selected to provide application development and maintenance services to separate groupings of operating companies within the Group. The initiative was in the execution phase in the 2007 financial year and was progressing ahead of plan, with a number of operating companies having commenced service with their respective vendors . Vodafone Group Plc Annual Report 2008 47

Vodafone — Performance Operating            Results continued EMAPA Eastern            Middle East, Associates            Associates Europe            Africa & Asia            Pacific            US            Other            EMAPA      % change £m £m £m £m £m £m £ Organic Year ended 31 March 2007 Voice revenue (1 ) 2,037 2,098 942 5,077 Messaging            revenue 271 142 254 667 Data revenue 70 26 42 138 Fixed line revenue (1) 14 66 7 87 Service            revenue 2,392 2,332 1,245 5,969 42.3 20.4 Acquisition            revenue 53 223 105 381 4GVGPVKQP_TGXGPWG___ Other revenue 13 10 47 70 Revenue 2,477 2,565 1,399 6,441 41.4 21.1 Interconnect            costs (433 ) (364 ) (248 ) (1,045 ) Other direct costs (314 ) (246 ) (224 ) (784 ) Acquisition            costs (219 ) (291 ) (167 ) (677 ) Retention            costs (78 ) (84 ) (50 ) (212 ) Operating            expenses (614 ) (509 ) (349 ) (1,472 ) Acquired            intangibles            amortisation (285 ) (105 ) (2 ) (392 ) Purchased            licence amortisation (19 ) (17 ) (7 ) (43 ) Depreciation            and other amortisation (331 ) (255 ) (193 ) (779 ) Share of result in associates ⁽²⁾___ Adjusted            operating            profit 184 694 159 2,077 130 3,244 17.4 27.4 Year            ended 31 March 2006 Voice revenue (1) 1,176 1,503 957 3,636 Messaging            revenue 146 91 217 454 Data revenue 36 12 38 86 Fixed line revenue ⁽¹⁾ ___ Service            revenue 1,358 1,625 1,212 4,195 Acquisition            revenue 54 147 76 277 4GVGPVKQP_TGXGPWG___ Other revenue 10 12 46 68 Total revenue 1,435 1,784 1,335 4,554 Interconnect            costs (296) (251) (247) (794) Other direct costs (77) (159) (206) (442) Acquisition            costs (148) (198) (121) (467) Retention            costs (51) (48) (40) (139) Operating            expenses (335) (359) (359) (1,053) Acquired            intangibles            amortisation (121) (33) (1) (155) Purchased             licence amortisation (13) (34) (16) (63) Depreciation            and other amortisation (218) (179) (205) (602) Share of result in associates ^{(2 )}___ Adjusted            operating            profit 176 523 140 1,732 192 2,763 Change            at constant            exchange            rates      % % % % % Voice revenue (1) 79.0 56.8 5.3 Messaging            revenue 88.7 74.8 25.4 Data revenue 100.1 142.6 17.2 Fixed line revenue (1) — 286.0 - Service            revenue 81.7 61.2 10.0 Acquisition            revenue 1.4 78.0 43.0 Retention            revenue 50.0 — 217.5 Other revenue 15.4 (7.8) 12.8 Revenue 78.0 62.1 12.1 Interconnect            costs 49.8 62.3 7.1 Other direct costs 316.4 73.2 15.8 Acquisition            costs 53.9 70.8 45.0 Retention            costs 59.3 106.7 31.1 Operating            expenses 88.4 61.0 3.4 Acquired            intangibles            amortisation 135.5 222.2 78.6 Purchased            licence amortisation 48.0 (47.1) (49.8) Depreciation            and other amortisation 55.9 56.1 1.6 Share of result in associates (2) — — — 27.6 (31.2) Adjusted            operating            profit 12.1 49.8 25.4 27.6 (31.2) Notes: (1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line operators and fixed broadband. All prior periods have been adjusted accordingly. (2) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and reported within Other Europe. The results for all periods are presented in accordance with the new organisational structure. 48 Vodafone Group Plc Annual Report 2008

Mobile telecommunications            KPIs 2007 2006 Eastern            Middle East, Eastern            Middle East, Europe            Africa & Asia            Pacific            EMAPA            Europe            Africa & Asia             Pacific            EMAPA Closing customers (‘000) 28,975 27,160 5,750 61,885 12,579 21,884 5,346 39,809 Closing 3G devices (‘000) 347 65 758 1,170 ___416 Voice usage (millions            of minutes) 39,658 37,449 11,371 88,478 13,302 18,300 9,811 41,413 See page 155 for            definition            of terms A part of Vodafone’s strategy is to build on the Group’s track record of creating value in emerging markets . Vodafone continued to execute on this strategy, with strong performances in the Czech Republic, Egypt, Romania and South Africa. The Group continued to successfully build its emerging markets portfolio through acquisitions in Turkey and, subsequent to 31 March 2007, India. Since its acquisition on 24 May 2006, Vodafone Turkey has shown a performance in excess of the acquisition plan. In December 2006, the Group increased its equity interest in Vodafone Egypt from 50.1% to 54.9%, positioning the Group to capture further growth in this lower penetrated market. The Group also entered into a new strategic partnership with Telecom Egypt, the minority shareholder in Vodafone Egypt, to increase cooperation between both parties and jointly develop a range of products and services for the Egyptian market. EMAPA’s growth has benefited from the 2006 financial year acquisitions in the Czech Republic and the stake in Bharti Airtel in India, as well as the stake increases in Romania and South Africa and the 2007 financial year acquisition in Turkey. Bharti Airtel was accounted for as a joint venture until 11 February 2007, following which the Group’s interest has been accounted for as an investment . Revenue Revenue            increased            by 41.4%, or 21.1% on an organic basis, driven by organic service revenue growth of 20.4%. The impact of acquisitions, disposal and exchange            rates on service revenue and revenue growth is shown below. Organic service revenue growth in Eastern Europe was principally driven by Romania . As a result of the growth in the customer base and a promotional offer of lower tariffs, which led to higher voice usage, constant currency service revenue in Romania grew by 29.4%, calculated by applying the Group’s equity interest at 31 March 2007 to the whole of the 2006 financial year. The continued expansion of 3G network coverage, the successful launch of 3G broadband, together with introductory promotional offers, and increased sales of Vodafone Mobile Connect data cards, resulted in data revenue growth of 66.7% at constant exchange rates. In the Czech Republic, a focus on existing customers, including a Christmas campaign of free weekend text messages available to all existing as well as new customers, and the success of a business offering allowing unlimited on and off net calls within a customers’ virtual private network for a fixed monthly fee, had a positive impact on gross additions and drove the increase in average mobile customers . This led to growth of 11.1% in service revenue at constant exchange rates, calculated by applying the Group’s equity interest at 31 March 2007 to the whole of the 2006 financial year. Vodafone Turkey performed ahead of the expectations the Group had at the time of the completion of the acquisition, with customer numbers, usage and adjusted operating profit ahead of plan. Improvements in network reliability and coverage have contributed to strong customer growth and allowed an increase in prepaid tariffs, resulting in service revenue growth. Telsim was rebranded to Vodafone in March 2007, with the launch of a new tariff with inclusive on and off net calls, a first for the Turkish market. Middle            East, Africa            and Asia Impact of            Impact of            The service revenue            growth of 43.5% in the Middle East, Africa and Asia resulted exchange            acquisitions primarily            from the stake increases            in South Africa in February 2006 and Egypt in Organic            rates            and disposal⁽¹⁾ Reported growth            Percentage            Percentage            growth            December 2006, together            with the acquisition             of the Group’s interest in Bharti % points            points      % Airtel in India in December 2005, offset by an adverse movement            in            exchange Service            revenue            rates. Strong organic growth was            achieved            in all markets, particularly            in Egypt Eastern Europe 20.0 (5.6) 61.7 76.1 and South Africa, driven by the 40.2% increase            in the average            mobile            customer Middle East, Africa and Asia 27.7 (17.7) 33.5 43.5 base compared            to the 2006 financial            year. 2CEKHKE___ EMAPA 20.4 (10.9) 32.8 42.3 Strong            customer            growth, driven by prepaid tariff reductions, the availability            of lower cost handsets            and high customer            satisfaction            with the            Vodafone            service, 4GXGPWG___’/#2#___contributed            to the 39.5% ___constant            currency ___service revenue            growth in Egypt. Note: · Impact of acquisitions and disposal includes the impact of the change in consolidation status of Bharti Airtel from a joint venture to an investment. Organic service revenue growth was driven by the 30.2% organic increase in the average mobile customer base and the success of usage stimulation initiatives, partially offset by declining ARPU in a number of markets due to the higher proportion of lower usage prepaid customer additions . Particularly            strong customer            growth was achieved in Eastern Europe and the Middle East, Africa and Asia, where markets are typically less penetrated            than in Western Europe or the Pacific area. Non-service revenue increased            by 31.5%, or 28.9% on an organic basis, primarily due to an increase in the level of gross additions            in a number of countries Eastern            Europe In Eastern Europe, service revenue grew by 76.1%, with the key driver of growth being the acquisitions in the Czech Republic and Turkey, as well as the stake increase in Romania . Good customer growth in all Eastern European markets contributed to the organic service revenue growth. Innovative new products and services, including a new hybrid tariff offering guaranteed airtime credit every month with the ability to top up as required, and successful promotions, led to an increase in the average mobile customer base and 21.6% constant currency organic service revenue growth in South Africa, while the continued rollout of the 3G network led to strong growth in data revenue . Bharti Airtel continued to perform well with strong growth in customers and revenue, demonstrating the growth potential in the Indian market. Pacific Service revenue increased by 2.7%, with the impact of adverse foreign exchange movements reducing reported growth by 7.3 percentage points. In Australia, a continued focus on higher value customers delivered constant currency service revenue growth of 13.7%, with improvements in both prepaid and contract ARPU. The performance in Australia more than offset the reduced growth in constant currency service revenue in New Zealand, where constant currency service revenue growth was 2.7% following a cut in termination rates, which reduced reported service revenue growth by 4.1%. After the negative impact of foreign exchange movements, reported service revenue in New Zealand declined by 7.9%. Vodafone Group Plc Annual Report 2008 49

Vodafone — Performance Operating            Results continued Adjusted            operating            profit            Associates The impact of acquisitions, disposal            and            exchange            rates on            adjusted            operating 2007 % change profit is shown below. Verizon            Verizon Wireless            Other            Total            Wireless Share of result of associates £m £m £m £ $ Impact of            Impact of exchange            acquisitions            Operating            profit 2,442 167 2,609 15.6 22.9 Organic            rates            and disposal⁽¹⁾ Reported            Interest (179) 2 (177) (12.3) (7.0) growth            Percentage            Percentage            growth            Tax (125) (39) (164) 7.8 14.6 % points            points      % Minority            interest (61) — (61) 1.7 6.7 Adjusted            operating            profit 2,077 130 2,207 19.9 27.6 Eastern Europe 49.2 (7.6) (37.1) 4.5 Middle East, Africa and Asia 18.5 (16.9) 31.1 32.7 2006 Pacific 25.4 (11.8) — 13.6 Verizon EMAPA 27.4 (8.7) (1.3) 17.4 Wireless            Other            Total Share of result of associates £m £m £m Note: Operating            profit 2,112 263 2,375 (1) Impact of acquisitions            and disposal includes the impact of the change in consolidation            status            Interest (204) 1 (203) of Bharti Airtel from a joint venture to an investment . Tax (116) (72) (188) Minority            interest (60) — (60) Adjusted            operating             profit increased            by 17.4%. On an organic basis, growth was 27.4%, 1,732 192 1, 924 as the            acquisitions            and stake            increases            led to the rise in acquired            intangible             asset amortisation            reducing            reported            growth in operating            profit. These acquisitions, % change combined            with the continued            expansion            of network            infrastructure            in the region, Verizon Wireless (100% basis) 2007 2006 £ $ including 3G and HSDPA upgrades, resulted            in higher depreciation            charges . Total revenue (£m) 20,860 18,875 10.5 17.4 Organic growth in            adjusted            operating            profit was driven by a strong performance            Closing            customers (‘ 000 ) 60,716 53,020 in Romania, Egypt, South Africa and the Group’s            associated            undertaking            in the US. Average            monthly            ARPU ($) 52.5 51.4 Blended            churn 13.9 % 14.7 % Eastern            Europe            Mobile non-voice service Interconnect            costs increased            by 46.3%, or 23.8% on an organic basis, principally            revenue            as a percentage            of as a result of the higher usage in Romania . An            ongoing            regulatory            fee in Turkey            mobile service revenue 14.4 % 8.9 % amounting            to 15% of revenue            increased            other direct costs            compared            to the 2006 financial            year. Verizon            Wireless            produced            another year of record growth in organic net            additions, increasing            its customer            base by 7.7 million in the year ended 31 March 2007. Acquisition            costs fell as a percentage            of service            revenue            throughout            most of             The perfo rmance            was            particularly            robust in the higher value contract            segment Eastern Europe, with increased            investment             in the direct distribution             channel            in             and was            achieved             in a market where the estimated            closing mobile penetration Romania            resulting             in lower            subsidies             on            handsets . Retention            costs decreased            as            reached 80%. a percentage            of service revenue, but increased            on an organic basis due to a focus on retaining            customers            through            loyalty            programmes            in response            to the             increasing            The strong customer            growth was            achieved through            a combination            of higher gross competition            in Romania, which had a positive impact on contract            and prepaid churn. additions            and improvements            in Verizon Wireless’ customer            loyalty, wit h the latter evidenced            through            lower levels of churn. The 15.4% growth in the average            mobile Operating            expenses            increased            by 1.0 percentage            point as a percentage            of service            c ustomer            base combined            with a 2.1% increase            in ARPU resulted            in a 17.8% revenue, primarily            as a result of inflationary            pressures            in Romania            and investment            increase             in service            revenue . ARPU growth was            achieved            through            the            continued in Turkey. success of data services, driven            predominantly            by data cards, wireless            email and messaging            services . Verizon Wireless’ operating            profit also improved            due to Middle            East, Africa and            Asia            efficiencies            in other direct costs and operating            expenses, partly offset by a higher Interconnect            costs increased            by 45.0%, or 26.8% on an organic basis, due to the            level of            customer            acquisition             and            retention            activity. usage            stimulation            initiatives            throughout            the region. Acquisition costs remained stable as a percentage of service revenue, while retention costs increased, principally due to increased investment in retaining customers in Egypt ahead of the launch of services by a new operator after 31 March 2007 and in South Africa in response to the introduction of mobile number portability during the 2007 financial year, with the provision of 3G and data enabled device upgrades for contract customers and a loyalty point scheme . Operating expenses remained stable as a percentage of service revenue . Pacific The improved profitability in Australia was more than offset by the lower profitability in New Zealand resulting from the increased cost of telecommunications service obligation regulation, the impact of the acquisition of ihug and adverse foreign exchange rates. Acquisition and retention costs increased as a percentage of service revenue due to the investment in higher value customers in Australia, which also had a favourable impact on contract churn and were partially offset by savings in network costs and operating expenses . Verizon Wireless continued to lay the foundations for future data revenue growth through the launch of both CDMA EV-DO Rev A, an enhanced wireless broadband service, and broadcast mobile TV services during the first calendar quarter of 2007. In addition, Verizon Wireless consolidated its spectrum position during the year with the acquisition of spectrum through the Federal Communications Commission’s Advanced Wireless Services auction for $2.8 billion. The Group’s share of the tax attributable to Verizon Wireless for the year ended 31 March 2007 relates only to the corporate entities held by the Verizon Wireless partnership . The tax attributable to the Group’s share of the partnership’s pre-tax profit is included within the Group tax charge. The Group’s other associated undertakings in EMAPA have been impacted by intense competition and reduction in termination rates, similar to the experiences of the Group’s controlled businesses in the Europe region, which have had a negative impact on revenue . The Group disposed of its associated undertakings in Belgium and Switzerland on 3 November 2006 and 20 December 2006, respectively, for a total cash consideration of £3.1 billion. Results are included until the respective dates of the announcement of disposal . 50 Vodafone Group Plc Annual Report 2008

Outlook 2009 financial year Free cash flow is expected to be in the range of £5.1 billion to £5.6 billion, excluding spectrum and licence payments. This is after taking into account £0.3 billion from Adjusted Capitalised operating fixed asset Free payments for capital expenditure deferred from the 2008 financial year. Revenue profit additions cash flow £bn £bn £bn £bn The Group will invest £0.2 billion in Qatar in respect of the second mobile licence 2008 performance 35.5 10.1 5.1 5.5(1) won in December 2007. During the 2009 financial year, Vodafone Qatar is expected 2009 outlook(2)(3) 39.8 to 40.7 11.0 to 11.5 5.3 to 5.8 5.1 to 5.6(4) to pay £1.0 billion for the licence with the balance of the funding being provided by the other shareholders in Vodafone Qatar. Notes: (1) The amount for the 2008 financial year includes £0.4 billion benefit from deferred payments for capital expenditure but is stated after £0.7 billion of tax payments, including associated The Group continues to make significant cash payments for tax and associated interest, in respect of a number of long standing tax issues. interest in respect of long standing tax issues. The Group does not expect (2) Includes assumption of average foreign exchange rates for the 2009 financial year of resolution of the application of the UK Controlled Foreign Company legislation approximately £1: € 1.30 (2008: 1.42) and £1:US$1.96 (2008: 2.01). A substantial majority of the Group’s revenue, adjusted operating profit, capitalised fixed asset additions and free to the Group in the near term. cash flow is denominated in currencies other than sterling, the Group’s reporting currency. A 1% change in the euro to sterling exchange rate would impact revenue by approximately The adjusted effective tax rate percentage is expected to be in the high 20s for £250 million and adjusted operating profit by approximately £70 million. the 2009 financial year, with the Group targeting the high 20s in the medium term. (3) The outlook does not include the impact of a change in the Group’s effective interest in Neuf Cegetel or any impact from Verizon Wireless’ potential acquisition of Alltel Corp. (4) Excludes spectrum and licence payments, but includes estimated payments in respect of long standing tax issues. 2008 financial year The outlook ranges reflect the Group’s assumptions for average foreign exchange Capitalised rates for the 2009 financial year. In respect of the euro to sterling exchange rate, Adjusted fixed this represents an approximate 10% change to the 2008 financial year, resulting operating asset Free in favourable year on year increases in revenue, adjusted operating profit and free Revenue profit additions cash flow(1) cash flow and adverse changes in capitalised fixed asset additions. £bn £bn £bn £bn Outlook – May 2007(2) 33.3 to 34.1 9.3 to 9.9 4.7 to 5.1 4.0 to 4.5 Operating conditions are expected to continue to be challenging in Europe given Outlook – November 2007(3) 34.5 to 35.1 9.5 to 9.9 4.7 to 5.1 4.4 to 4.9 the current economic environment and ongoing pricing and regulatory pressures Foreign exchange(4) 0.7 0.1 0.1 0.1 but with continued positive trends in messaging and data revenue and voice Adjusted outlook(5) 35.2 to 35.8 9.6 to 10.0 4.8 to 5.2 4.5 to 5.0 usage growth. Increasing market penetration is expected to continue to result 2008 performance 35.5 10.1 5.1 5.5 in overall strong growth for the EMAPA region. The Group considers that its Notes: geographically diverse portfolio should provide some resilience in the current (1) The amount for the 2008 financial year includes £0.4 billion benefit from deferred payments economic environment. for capital expenditure but is stated after £0.7 billion of tax payments, including associated interest, in respect of a number of long standing tax issues. (2) The Group’s outlook from May 2007 reflected expectations for average foreign exchange Revenue is expected to be in the range of £39.8 billion to £40.7 billion. The Group rates for the 2008 financial year of approximately £1: € 1.47 and £1:US$1.98. continues to drive revenue growth, particularly in respect of its total communications (3) The Group’s outlook, as updated in November 2007, reflected improvements in operational strategy for data and fixed broadband services and in emerging markets. Revenue performance, the impact of the Tele2 acquisition and updated expectations for average includes the first full year post acquisition of Vodafone Essar in India and the Tele2 foreign exchange rates for the 2008 financial year of approximately £1: € 1.45 and £1:US$2.04. (4) These amounts represent the difference between the forecast exchange rates used in the businesses in Italy and Spain. November 2007 update and rates used to translate actual results including £1: € 1.42 and £1:US$2.01. Adjusted operating profit is expected to be in the range of £11.0 billion to (5) Outlook from November 2007 adjusted solely for exchange rate differences as discussed in note 4 above. £11.5 billion. The Group margin is expected to decline by a similar amount as in the 2008 financial year but with a greater impact from lower margin fixed broadband services. Verizon Wireless, the Group’s US associate, is expected to continue to perform strongly. Total depreciation and amortisation charges are anticipated to be around £6.5 billion to £6.6 billion, higher than the 2008 financial year, primarily as a result of the ongoing investment in capital expenditure in India and the impact of changes in foreign exchange rates. The Group expects capitalised fixed asset additions to be in the range of £5.3 billion to £5.8 billion, including an increase in investment in India. Capitalised fixed asset additions are anticipated to be around 10% of revenue for the total of the Europe region and common functions, with continued investment in growth. Vodafone Group Plc Annual Report 2008 51

Vodafone — Performance Principal            Risk Factors and Uncertainties Regulatory            decisions            and changes            in the regulatory            environment            could adversely            affect the Group’s business . Because the Group has ventures in a large number of geographic areas, it must comply with an extensive range of requirements that regulate and supervise the licensing, construction and operation of its telecommunications networks and services . In particular, there are agencies which regulate and supervise the allocation of frequency spectrum and which monitor and enforce regulation and competition laws which apply to the mobile telecommunications industry . Decisions by regulators regarding the granting, amendment or renewal of licences, to the Group or to third parties, could adversely affect the Group’s future operations in these geographic areas. The Group cannot provide any assurances that governments in the countries in which it operates will not issue telecommunications licences to new operators whose services will compete with it. In addition, other changes in the regulatory environment concerning the use of mobile phones may lead to a reduction in the usage of mobile phones or otherwise adversely affect the Group. Additionally, decisions by regulators and new legislation, such as those relating to international roaming charges and call termination rates, could affect the pricing for, or adversely affect the revenue from, the services the Group offers. Further details on the regulatory framework in certain countries and regions in which the Group operates, and on regulatory proceedings can be found in “Regulation” on page 147. Increased competition may reduce market share or revenue . The Group faces intensifying competition . Competition could lead to a reduction in the rate at which the Group adds new customers and to a decrease in the size of the Group’s market share as customers choose to receive telecommunications services, or other competing services, from other providers . Examples include, but are not limited to, competition from internet based services and MVNOs. The focus of competition in many of the Group’s markets continues to shift from customer acquisition to customer retention as the market for mobile telecommunications has become increasingly penetrated . Customer deactivations are measured by the Group’s churn rate. There can be no assurance that the Group will not experience increases in churn rates, particularly as competition intensifies . An increase in churn rates could adversely affect profitability because the Group would experience lower revenue and additional selling costs to replace customers . Increased competition has also led to declines in the prices the Group charges for its mobile services and is expected to lead to further price declines in the future. Competition could also lead to an increase in the level at which the Group must provide subsidies for handsets . Additionally, the Group could face increased competition should there be an award of additional licences in jurisdictions in which a member of the Group already has a licence. Delays in the development of handsets and network compatibility and components may hinder the deployment of new technologies . The Group’s operations depend in part upon the successful deployment of continuously evolving telecommunications technologies . The Group uses technologies from a number of vendors and makes significant capital expe nditures in connection with the deployment of such technologies . There can be no assurance that common standards and specifications will be achieved, that there will be inter-operability across Group and other networks, that technologies will be developed according to anticipated schedules, that they will perform according to expectations or that they will achieve commercial acceptance . The introduction of software and other network components may also be delayed . The failure of vendor performance or technology performance to meet the Group’s expectations or the failure of a technology to achieve commercial acceptance could result in additional capital expenditures by the Group or a reduction in profitability . 52Vodafone            Group Plc Annual Report 2008 Expected            benefits            from cost reduction            initiatives            may not be realised . The Group has entered into several cost reduction initiatives principally relating to the outsourcing of IT application development and maintenance, data centre consolidation, supply chain management and a business transformation programme to implement a single, integrated operating model using one ERP system. However, there is no assurance that the full extent of the anticipated benefits will be realised. Changes in assumptions underlying the carrying value of certain Group assets could result in impairment . Vodafone completes a review of the carrying value of its assets annually, or more frequently where the circumstances require, to assess whether those carrying values can be supported by the net present value of future cash flows derived from such assets. This review examines the continued appropriateness of the assumptions in respect of highly uncertain matters upon which the carrying values of certain of the Group’s assets are based. This includes an assessment of discount rates and long term growth rates, future technological developments and timing and quantum of future capital expenditure, as well as several factors which may affect revenue and profitability identified within other risk factors in this section such as intensifying competition, pricing pressures, regulatory changes and the timing for introducing new products or services . Due to the Group’s substantial carrying value of goodwill under IFRS, the revision of any of these assumptions to reflect current or anticipated changes in operations or the financial condition of the Group could lead to an impairment in the carrying value of certain assets in the Group. While impairment does not impact reported cash flows, it does result in a non-cash charge in the Consolidated Income Statement and thus no assurance can be given that any future impairments would not affect the Company’s reported distributable reserves and therefore its ability to make distributions to its shareholders or repurchase its shares. See “Critical Accounting Estimates” on page 85. The Group’s geographic expansion may increase exposure to unpredictable economic, political and legal risks. Political, economic and legal systems in emerging markets historically are less predictable than in countries with more developed institutional structures . As the Group increasingly enters into emerging markets, the value of the Group’s investments may be adversely affected by political, economic and legal developments which are beyond the Group’s control. Expected benefits from acquisitions may not be realised . The Group has made significant acquisitions, which are expected to deliver benefits resulting from the anticipated growth potential of the relevant markets . However, there is no assurance as to the successful integration of companies ac quired by the Group or the extent to which the anticipated benefits resulting from the acquisitions will be achieved . The Company’s strategic objectives may be impeded by the fact that it does not have a controlling interest in some of its ventures .

Some of the Group’s interests in mobile licences are held through entities in which it is a significant but not controlling owner. Under the governing documents for some of these partnerships and corporations, certain key matters such as the approval of business plans and decisions as to the timing and amount of cash distributions require the consent of the partners . In others, these matters may be approved without the Company’s consent . The Company may enter into similar arrangements as it participates in ventures formed to pursue additional opportunities . Although the Group has not been materially constrained by the nature of its mobile ownership interests, no assurance can be given that its partners will not exercise their power of veto or their controlling influence in any of the Group’s ventures in a way that will hinder the Group’s corporate objectives and reduce any anticipated cost savings or revenue enhancement resulting from these ventures . Expected benefits from investment in networks, licences and new technology may not be realised . The Group has made substantial investments in the acquisition of licences and in its mobile networks, including the roll out of 3G networks . The Group expects to continue to make significant investments in its mobile networks due to increased usage and the need to offer new services and greater functionality afforded by new or evolving telecommunications technologies . Accordingly, the rate of the Group’s capital expenditures in future years could remain high or exceed that which it has experienced to date. There can be no assurance that the introduction of new services will proceed according to anticipated schedules or that the level of demand for new services will justify the cost of setting up and providing new services . Failure or a delay in the completion of networks and the launch of new services, or increases in the associated costs, could have a material adverse effect on the Group’s operations . The Group may experience a decline in revenue or profitability notwithstanding its efforts to increase revenue from the introduction of new services . As part of its strategy, the Group will continue to offer new services to its existing customers and seek to increase non-voice service revenue as a percentage of total service revenue . However, the Group may not be able to introduce these new services commercially, or may experience significant delays due to problems such as the availability of new mobile handsets, higher than anticipated prices of new handsets or availability of new content services . In addition, even if these services are introduced in accordance with expected time schedules, there is no assurance that revenue from such services will increase ARPU or maintain profit margins . The Group’s business and its ability to retain customers and attract new customers may be impaired by actual or perceived health risks associated with the transmission of radio waves from mobile telephones, transmitters and associated equipment . Concerns have been expressed in some countries where the Group operates that the electromagnetic signals emitted by mobile telephone handsets and base stations may pose health risks at exposure levels below existing guideline levels and may interfere with the operation of electronic equipment         . In addition, as described under the heading “Legal proceedings” in note 32 to the Consolidated Financial Statements, several mobile industry participants, including the Company and Verizon Wireless, have had lawsuits filed against them alleging various health consequences as a result of mobile phone usage, including brain cancer. While the Company is not aware that such health risks have been substantiated, there can be no assurance that the actual, or perceived, risks associated with radio wave transmission will not impair its ability to retain custo mers and attract new customers, reduce mobile telecommunications usage or result in further litigation . In such event, because of the Group’s strategic focus on mobile telecommunications, its business and results of operations may be more adversely affected than those of other companies in the telecommunications sector. The Group’s business would be adversely affected by the non-supply of equipment and support services by a major supplier . Companies within the Group source network infrastructure and other equipment, as well as network - -related and other significant support services, from third party suppliers . The withdrawal or removal from the market of one or more of these major third party suppliers would adversely affect the Group’s operations and could result in additional capital or operational expenditures by the Group. Vodafone Group Plc Annual Report 2008 53

Vodafone — Performance Financial            Position            and Resources Consolidated            Balance            Sheet 2008 2007 £m £m Non-current            assets Intangible            assets 70,331 56,272 Property, plant and equipment 16,735 13,444 Investments            in associated            undertakings 22,545 20,227 Other non-current assets 8,935 6,861 118,546 96,804 Current            assets 8,724 12,813 Total            assets 127,270 109,617 Total equity shareholders            funds 78,043 67,067 Total minority            interests (1,572) 226 Total            equity 76,471 67,293 Liabilities Borrowings Long term 22,662 17,798 Short term 4,532 4,817 Taxation            liabilities Deferred            tax liabilities 5,109 4,626 Current taxation            liabilities 5,123 5,088 Other non-current            liabilities 1,055 954 Other current liabilities (2) 12,318 9,041 50,799 42,324 Total            equity and            liabilities 127,270 109,617 Non-current            assets Intangible            assets At 31 March 2008, the Group’s intangible assets were £70.3 billion, with goodwill comprising the largest element at £51.3 billion (2007: £40.6 billion). The increase in intangible assets was primarily as a result of £7.9 billion of favourable exchange rate movements and £7.6 billion arising on the acquisitions of Vodafone Essar and Tele2, partially offset by amortisation of £2.5 billion. Refer to note 28 to the Consolidated Financial Statements for further information on the business acquisitions . Property, plant and equipment Property, plant and equipment increased from £13.4 billion at 31 March 2007 to £16.7 billion at 31 March 2008, predominantly as a result of £4.1 billion of additions, a £1.2 billion increase due to acquisitions during the year and £1.6 billion of favourable foreign exchange movements, which more than offset the £3.4 billion of depreciation charges and £0.1 billion reduction due to disposals . Investments in associated undertakings The Group’s investments in associated undertakings increased from £20.2 billion at 31 March 2007 to £22.5 billion at 31 March 2008, as a result of a £2.9 billion increase from the Group’s share of the results of its associates, after the deductions of interest, tax and minority interest, mainly arising from the Group’s investment in Verizon Wireless and favourable foreign exchange movements of £0.3 billion, partially offset by £0.9 billion of dividends received . Other non-current assets Other non-current assets mainly relates to other investments held by the G roup, which totalled £7.4 billion at 31 March 2008 compared to £5.9 billion at 31 March 2007. The movement primarily represents an increase of £1.8 billion in the investment in China Mobile as a result of the increase in the listed share price, partially offset by the disposal of the Group’s 5.60% stake in Bharti Airtel. 54Vodafone            Group Plc Annual Report 2008

Current            assets Current assets decreased            to £8.7 billion at 31 March 2008 from £12.8 billion at 31 March 2007, mainly as a result of decreased            cash holdings            following            the completion            of the Vodafone            Essar acquisition . Total equity            shareholders’ funds Total equity shareholders’ funds increased from £67.1 billion at 31 March 2007 to £78.0 billion at 31 March 2008. The increase comprises primarily of the profit for the year of £6.8 billion less equity dividends of £3.7 billion, a £5.8 billion benefit from the impact of favourable exchange rate movements and the unrealised holding gains on other investments discussed above. Borrowings Long term borrowings and short term borrowings increased to £27.2 billion at 31 March 2008 from £22.6 billion at 31 March 2007, mainly as a result of foreign exchange movements and written put option liabilities assumed on the completion of the Vodafone Essar acquisition . Taxation liabilities The deferred tax liability increased            from £4.6 billion at 31 March 2007 to £5.1 billion at 31 March 2008, which arose mainly from £0.5 billion in relation to the acquisition            of Vodafone            Essar. Other current            liabilities The increase in other current liabilities from £9.0 billion to £12.3 billion is primarily to due foreign exchange differences arising on translation and other current liabilities in the newly acquired Vodafone Essar. Contractual            obligations A summary            of the Group’s principal contractual            financial obligations            is shown below. Further details on the items included            can be found in the notes to the Consolidated Financial             Statements . Payments            due by period £m 1-3 3-5 Contractual            obligations (1) Total <1year            years            years >5 years Borrowings (2) 34,537 5,492 10,150 4,728 14,167 Operating            lease commitments (3) 4,441 837 1,081 771 1,752 Capital commitments (3)(4) 1,620 1,262 213 84 61 Purchase commitments 2,347 1,548 439 283 77 Total contractual cash obligations (1) 42,945 9,139 11,883 5,866 16,057 Notes: (1) The above table of contractual obligations excludes commitments in respect of options over interests in Group businesses held by minority shareholders (see “Option agreements and similar arrangements”) and obligations to pay d ividends to minority shareholders (see “Dividends from associated undertakings and to minority shareholders”). The table excludes current and deferred tax liabilities and obligations under post employment benefit schemes, details of which are provided in notes 6 and 25 to the Consolidated Financial Statements, respectively. (2) See note 24 to the Consolidated Financial Statements. (3) See note 31 to the Consolidated Financial Statements. (4) Primarily related to network infrastructure. Contingencies Details of the Group’s contingent            liabilities            are included in note 32 to the Consolidated Financial Statements . Equity dividends The table below sets out the amounts            of interim, final and total cash dividends paid or, in the case of the final dividend            for the 2008 financial year, proposed, in respect of each financial year, indicated            in pence per ordinary share. Pence per ordinary share Year ended 31 March            Interim            Final            Total 2004 0.9535 1.0780 2.0315 2005 1.91 2.16 4.07 2006 2.20 3.87 6.07 2007 2.35 4.41 6.76 2008 2.49 5.02 ⁽¹⁾ 7.51 Note: · The final dividend for the year ended 31 March 2008 was proposed on 27 May 2008 and is payable on 1 August 2008 to holders of record as of 6 June 2008. For American Depositary Share (“ADS”) holders, the dividend will be payable in US dollars under the terms of the ADS depositary agreement. The Company has historically paid dividends semi-annually, with a regular interim dividend in respect of the first six months of the financial year payable in February and a final dividend payable in August. The Board expects that the Company will continue to pay dividends semi-annually         . In November 2007, the directors announced an interim dividend of 2.49 pence per share, representing a 6.0% increase over last year’s interim dividend . In considering the level of dividends, the Board takes account of the outlook for earnings growth, operating cash flow generation, capital expenditure requirements, acquisitions and divestments, together with the amount of debt and share purchases . The Board remains committed to its existing policy of distributing 60% of adjusted earnings per share by way of dividend . The Group targets a low single A rating in line with the policy established by the Board in 2006. The Group has no current plans for share purchases or one-time returns. Accordingly, the directors announced a proposed final dividend of 5.02 pence per share, representing a 13.8% increase on last year’s final dividend . Cash dividends, if any, will be paid by the Company in respect of ordinary shares in pounds sterling or, to holders of ordinary shares with a registered address in a country which has adopted the euro as its national currency, in euro, unless shareholders wish to elect to continue to receive dividends in sterling, are participating in the Company’s Dividend Reinvestment Plan, or have mandated their dividend payment to be paid directly into a bank or building society account in the UK. In accordance with the Company’s Articles of Association, the sterling: euro exchange rate will be determined by the Company shortly before the payment date. The Company will pay the ADS Depositary, The Bank of New York, its dividend in US dollars. The sterling: US dollar exchange rate for this purpose will be determined by the Company up to ten New York and London b usiness days prior to the payment date. Cash dividends to ADS holders will be paid by the ADS Depositary in US dollars. Liquidity and capital resources The major sources of Group liquidity for the 2008 and 2007 financial years were cash generated from operations, dividends from associated undertakings, borrowings through short term and long term issuances in the capital markets and, particularly in the 2007 financial year, investment and business disposals . The Group does not use off-balance sheet special purpose entities as a source of liquidity or for other financing purposes . The Group’s key sources of liquidity for the foreseeable future are likely to be cash generated from operations and borrowings through long term and short term issuances in the capital markets, as well as committed bank facilities . The Group’s liquidity and working capital may be affected by a material decrease in cash flow due to factors such as reduced operating cash flow resulting from further possible business disposals, increased competition, litigation, timing of tax payments and the resolution of outstanding tax issues, regulatory rulings, delays in the development of new services and networks, licences and spectrum payments, inability to receive expected revenue from the introduction of new services, reduced dividends from associates and investments or increased dividend payments to minority shareholders . Please see the section titled “Principal Risk Factors and Uncertainties”, on pages 52 and 53. In particular, the Group continues to anticipate significant cash tax payments and associated interest payments            due to the resolution            of long standing tax issues. The Group is also party to a number of agreements            that may result in a cash outflow in future periods. These agreements            are discussed            further in “Option agreements            and similar arrangements” at the end of this section. Wherever possible, surplus funds in the Group (except in Egypt and India) are transferred to the centralised treasury department through repayment of borrowings, deposits, investments, share purchases and dividends . These are then on-lent or contributed as equity to fund Group operations, used to retire external debt or invested externally . Cash flows During the 2008 financial year, the Group increased its net cash inflow from operating activities by 1.4% to £10,474 million. The Group generated £5,540 million of free cash flow from continuing operations, a reduction of 9.6% on the 2007 financial year, primarily as a result of higher payments for taxation and interest and an increase in capital expenditure . 2008 2007 £m £m Net            cash flows from            operating            activities 10,474 10,328 Discontinued            operations — 135 Continuing            operations 10,474 10,193 Taxation 2,815 2,243 Purchase            of intangible            fixed assets (846) (899) Purchase            of property, plant and equipment (3,852) (3,633) Disposal            of property, plant and            equipment 39 34 Operating            free cash            flow 8,630 8,073 Discontinued            operations — (8) Continuing            operations 8,630 8,081 Taxation (2,815) (2,243) Dividends            from associated            undertakings 873 791 Dividends            paid to minority            shareholders in subsidiary            undertakings (113) (34) Dividends            from investments 72 57 Interest            received 438 526 Interest            paid (1,545) (1,051) Free            cash flow 5,540 6,119 Discontinued            operations — (8) Continuing            operations 5,540 6,127 Net cash (outflow)/inflow            from            acquisitions            and disposals (5,957) 7,081 Other cash flows from investing            activities 689 (92) Equity            dividends paid (3,658) (3,555) Other cash flows from financing            activities (2,549) (4,712) Net            cash flows in            the year (5,935) 4,841 Dividends from associated undertakings and to minority shareholders Dividends from the Group’s associated undertakings are generally paid at the discretion of the Board of directors or shareholders of the individual operating and holding companies and Vodafone has no rights to receive dividends, except where specified within certain of the companies’ shareholders’ agreements, such as with SFR, the Group’s associated undertaking in France. Similarly, the Group does not have existing obligations under shareholders’ agreements to pay dividends to minority interest partners of Group subsidiaries or joint ventures, except as specified overleaf . Vodafone Group Plc Annual Report 2008 55

Vodafone — Performance Financial            Position            and Resources            continued Included in the dividends received from associated undertakings and investments is an amount of £414 million (2007: £328 million) received from Verizon Wireless . Until April 2005, Verizon Wireless’ distributions were determined by the terms of the partnership agreement distribution policy and comprised income distributions and tax distributions . Since April 2005, tax distributions have continued . Current projections forecast that tax distributions will not be sufficient to cover the US tax liabilities arising from the Group’s partnership interest in Verizon Wireless until 2015 and, in the absence of additional distributions above the level of tax distributions during this period, will result in a net cash outflow for the Group. Under the terms of the partnership agreement, the Board has no obligation to provide for additional distributions above the level of the tax distributions . It is the current expectation that Verizon Wireless will continue to re-invest free cash flow in the business and reduce indebtedness . During the year ended 31 March 2008, cash dividends totalling £450 million (2007: £450 million) were received from SFR in accordance with the shareholders’ agreement . It is currently expected that future dividends from SFR will reduce, but by no more than 50%, between 2009 and 2011 inclusive, should SFR increase debt levels following completion of the purchase of an additional stake in Neuf Cegetel. Verizon Communications Inc. (“Verizon”) has an indirect 23.1% shareholding in Vodafone Italy and, under the shareholders’ agreement, the shareholders have agreed to take steps to cause Vodafone Italy to pay dividends at least annually, provided that such dividends will not impair the financial condition or prospects of Vodafone Italy including, without limitation, its credit rating. During the 2008 On 8 May 2007, the Group completed the acquisition of 100% of CGP Investments (Holdings) Limited (“CGP”), a company with indirect interests in Vodafone Essar, from Hutchison Telecommunications International Limited for cash consideration of £5,438 million, net of £51 million cash and cash equivalents acquired, of which £5,429 million was paid during the 2008 financial year. Following this transaction, the Group has a controlling financial interest in Vodafone Essar. As part of this transaction, the Group also assumed gross debt of £1,483 million, including £217 million related to written put options over minority interests, and issued a written put to the Essar group for which the present value of the redemption price at the date of grant was £2,154 million. See page 58 for further details on these options. The Group also entered into a shareholders’ agreement with the Essar Group in relation to Vodafone Essar. On 9 May 2007, in conjunction with the acquisition of Vodafone Essar, the Group entered into a share sale and purchase agreement in which a Bharti group company irrevocably agreed to purchase the Group’s 5.60% direct shareholding in Bharti Airtel. During the year ended 31 March 2008, the Group received £654 million in cash consideration for 4.99% of such shareholding . The Group’s remaining 0.61% direct shareholding was transferred in April 2008 for cash consideration of £87 million. The Group retains a 4.36% indirect stake in Bharti Airtel. On 3 December 2007, the Group completed the acquisition of Tele2 Italia SpA (“Tele2 Italy”) and Tele2 Telecommunication Services SLU (“Tele2 Spain”) from Tele2 AB Group for a cash consideration of £452 million, of which £451 million was paid during the 2008 financial year. ILQDQFLDO_\HDU___9RGDIRQH_,WDO\_GHFODUHG_DQG_SDLG_D_JURVV_GLYLGHQG_RI___ELOOLRQ___ RI_ZKLFK___ELOOLRQ_ZDV_UHFHLYHG_E\_9HUL]RQ_QHW_RI_ZLWKKROGLQJ_WD[___Other returns The Vodafone            Essar shareholders’ agreement            provides for the payment            of dividends to minority partners under certain circumstances            but not before May 2011. Acquisitions            and disposals The Group paid a net £5,268 million cash and cash equivalents from acquisition and disposal activities, including investments, in the year to 31 March 2008. An analysis of the main transactions in the 2008 financial year, including the changes in the Group’s effective shareholding, are shown in the table below. Further details of the acquisitions are provided in note 28 to the Consolidated Financial Statements . £m Acquisitions ⁽¹⁾: Acquisition            of 100% of CGP Investments (Holdings) Limited (“CGP”), a company            with indirect interests            in Vodafone            Essar Limited (formerly            Hutchison            Essar Limited) (5,429) Tele2 Spain and Italy (from nil to 100%) (451) Disposals: Partial            disposal            of Bharti Airtel (from 9.99% to 5.00%)⁽¹⁾ 654 Other net acquisitions            and disposals, including            investments ⁽¹⁾ (42) Total (5,268) Note: (1) Amounts are shown net of cash and cash equivalents acquired or disposed . The Board will periodically            review the free cash flow, anticipated            cash requirements, dividends, credit profile and gearing of the Group and consider            additional             shareholder            returns. Treasury            shares The Companies Act 1985 permits companies to purchase their own shares out of distributable reserves and to hold shares with a nominal value not to exceed 10% of the nominal value of their issued share capital in treasury . If shares in excess of this limit are purchased they must be cancelled         . While held in treasury, no voting rights or pre-emption rights accrue and no dividends are paid in respect of treasury shares. Treasury shares may be sold for cash, transferred (in certain circumstances) for the purposes of an employee share scheme, or cancelled . If treasury shares are sold, such sales are deemed to be a new issue of shares and will accordingly count towards the 5% of share capital which the Company is permitted to issue on a non pre-emptive basis in any one year as approved by its shareholders at the AGM. The proceeds of any sale of treasury shares up to the amount o f the original purchase price, calculated on a weighted average price method, is attributed to distributable profits which would not occur in the case of the sale of non-treasury shares. Any excess above the original purchase price must be transferred to the share premium account . The Company did not repurchase any of its own shares between 1 April 2007 and 31 March 2008. Shares purchased are held in treasury in accordance with section 162 of the Companies Act 1985. The movement in treasury shares during the financial year is shown below: Number million £m 1 April 2007 5,251 8,047 Re-issue of shares (118) (191) 31 March 2008 5,133 7,856 56 Vodafone Group Plc Annual Report 2008

Funding The Group’s consolidated            net debt position at 31 March was as follows: 2008 2007 £m £m Cash and cash equivalents (as presented            in the Consolidated            Balance            Sheet) 1,699 7,481 Trade and other receivables (1) 892 304 Trade and other payables (1) (544) (219) Short term borrowings (4,532) (4,817) Long term borrowings (22,662) (17,798) (26,846) (22,530) Net debt            shown in            the Consolidated            Balance            Sheet (25,147) (15,049) Note: (1) Trade and other receivables and payables included in net debt represent certain derivative financial instruments (see notes 17 and 27 to the Consolidated Financial Statements). (2) The amount for the 2008 financial year includes £2,625 million related to put options over minority interests, including those in Vodafone Essar and Acror, which are reported as financial liabilities At 31 March 2008, the Group had £1,699 million of cash and cash equivalents, with the decrease since 31 March 2007 being due to the holding of funds at 31 March 2007 prior to the completion of the Vodafone Essar transaction, which occurred on 8 May 2007. Cash and cash equivalents are held in accordance with the Group treasury policy. The Group holds its cash and liquid investments in accordance with the counterparty and settlement risk limits of the Board approved treasury policy. The main forms of liquid investments at 31 March 2008 were money market funds, commercial paper and bank deposits . Net debt increased to £25,147 million, from £15,049 million at 31 March 2007, as the impact of business acquisitions and disposals, movements in the liability related to written put options and equity dividend payments were partially offset by free cash flow. The impact of foreign exchange rates increased net debt by £3,238 million, primarily as approximately 80% of net debt is denominated in euro and the euro/£ exchange rate increased by 17.2% during the 2008 financial year. Net debt represented approximately 31% of the Group’s market capitalisation at 31 March 2008 compared with 16% at 31 March 2007. Average net debt at month end accounting dates over the 12 month period ended 31 March 2008 was £22,194 million and ranged between £14,876 million and £25,147 million during the year. Consistent with the development of its strategy, the Group targets low single A long term credit ratings, with its current credit ratings being P-2/F2/A-2 short term and Baa1 stable/A — stable/A - stable long term from Moody’s, Fitch Ratings and Standard & Poor’s, respectively . Credit ratings are not a recommendation to purchase, hold or sell securities, in as much as ratings do not comment on market price or suitability for a particular investor, and are subject to revision or withdrawal at any time by the assigning rating organisation . Each rating should be evaluated independently . The Group’s credit ratings enable it to have access to a wide range of debt finance, including            commercial            paper, bonds and committed            bank facilities . Commercial            paper programmes Bonds 7KH_*URXS_KDV _D___ELOOLRQ_(XUR_0HGLXP_7HUP_1RWH_SURJUDPPH_DQG_D_86_VKHOI___programme, which are used to meet medium to long term funding requirements . At 31 March 2008, the total amounts in issue under these programmes split by FXUUHQF\_ZHUH___ELOOLRQ___e___ELOOLRQ___ELOOLRQ_DQG_’___ELOOLRQ_ In the year to 31 March 2008, bonds with a nominal value of £1.6 billion were issued under the US shelf and the Euro Medium Term Note programme . The bonds issued during the year were: US shelf/ Euro Medium Term Note Amount (“EMTN”) Date of bond issue            Maturity of bond            Currency            Million            programme 6 June 2007 6 June 2014 EUR 1,250 EMTN 6 June 2007 6 June 2022 EUR 500 EMTN 24 October 2007 27 February 2037 USD 500 US shelf At 31 March 2008, the Group had bonds outstanding            with a nominal value of e___PLOOLRQ___2Q___0D\___WKH_*URXS_LVVXHG___PLOOLRQ_RI___ERQGV___maturing            on 29 November 2012. Committed            facilities The following            table summarises            the committed            bank facilities available            to the Group at 31 March 2008. Committed            bank facilities            Amounts drawn 24 June 2004 $6.1 billion Revolving            Credit            No drawings            have been made against this Facility, maturing 24 June 2009. facility. The facility supports            the Group’s commercial            paper programmes            and may be used for general corporate            purposes, including            acquisitions . 24 June 2005 $5.2 billion Revolving            Credit            No drawings            have been made against this Facility, maturing 22 June 2012. facility. The facility supports            the Group’s commercial            paper programmes            and may be used for general corporate            purposes, including            acquisitions . 21 December 2005 ¥258.5 billion Term Credit            The facility was drawn down in full on F acility, maturing 16 March 2011, 21 December 2005. The facility is available entered            into by            Vodafone            for general            corporate            purposes, although Finance            K.K. and            guaranteed            amounts            drawn must be on-lent to the by the            Company . Company . 16 November 2006 ___DKNNKQP___.QCP_(CEKNKV[___QP maturing 14 February 2014 14 February 2007. The facility is available for financing capital expenditure in the Group’s Turkish operating company . Under the terms and conditions of the $11.3 billion committed bank facilities, lenders have the right, but not the obligation, to cancel their commitments and have outstanding advances repaid no sooner than 30 days after notification of a change of control of the Company . This is in addition to the rights of lenders to cancel their commitment if the Company has committed an event of default. The Group currently has US and euro commercial paper programmes            of $15 billion and £5 billion, respectively, which are available to be used to meet short term The facility agreements            provide for certain structural changes that do not affect the obligations of the Company to be specifically            excluded            from the definition OLTXLGLW\_UHTXLUHPHQWV___PLOOLRQ___e___$W___0DUFK___PLOOLRQ___e___million and £33 million equivalent of other currencies            were drawn under the euro of a change of control. commercial paper programme, with such funds being provided by counterparties external to the Group. There were no drawings            under the US commercial            paper programme. At 31 March 2007, $26 million (£13 million) was drawn under the US Substantially            the same terms and conditions apply in the case of Vodafone            Finance K.K.’s ¥258.5 billion term credit facility, although            the change of control provision            is applicable            to any guarantor            of borrowings            under the term credit facility. FRPPHUFLDO_SDSHU_SURJUDPPH_DQG___PLOOLRQ___e___PLOOLRQ___DQG_e___PLOOLRQ___were drawn under the euro commercial            paper programme . The commercial            paper Additionally, th e facility agreement            requires Vodafone            Finance K.K. to maintain            a facilities were supported            by $11.3 billion (£5.7 billion) of committed            bank facilities positive tangible net worth at the end of each financial year. As of 31 March 2008, (see “Committed            facilities” below), comprised            of a $6.1 billion Revolving            Credit            the Company            was the sole guarantor . Facility that matures on 24 June 2009 and a $5.2 billion Revolving Credit Facility that matures on 22 June 2012. At 31 March 2008 and 31 March 2007, no amounts had been drawn under either bank facility. On 8 May 2007, these facilities were increased from $5.9 billion and $5.0 billion, respectively . Vodafone Group Plc Annual Report 2008 57

Vodafone — Performance Financial Position and Resources            continued 7KH_WHUPV_DQG_FRQGLWLRQV_RI_WKH___ELOOLRQ_ORDQ_IDFLOLW\_DUH_VLPLODU_WR_WKRVH_RI_WKH___In respect of Arcor, the Group’s non-mobile operation            in Germany, the capital $11.3 billion committed            bank facilities, with the addition that, should the Group’s structure            pr ovides all partners, including            the Group, the right to withdraw            capital Turkish operating            company            spend less than the equivalent            of $0.8 billion on            from 31 December 2026 onwards and this right in relation to the minority capital expenditure, the Group will be required to repay the drawn amount of the partners has been recognised            as a financial liability. The Group acquired            the facility that exceeds 50% of the capital expenditure . outstandin g             minority interests            on 19 May 2008. Furthermore, two of the Group’s subsidiary undertakings are funded by external facilities which are non-recourse to any member of the Group other than the borrower, due to the level of country risk involved . These facilities may only be used to fund their operations . At 31 March 2008, Vodafone India had facilities of INR 138 billion (£1.7 billion), of which INR 118 billion (£1.5 billion) is drawn. Since 31 March 2008, Vodafone India has entered into additional facilities amounting to INR 71.5 billion (£898 million). Vodafone Egypt has a partly drawn EGP 1.7 billion (£156 million) syndicated bank facility of EGP 4.0 billion (£369 million) that matures in March 2014. In aggregate, the Group has committed facilities of approximately £9,870 million, of which £6,174 million was undrawn and £3,696 million was drawn at 31 March 2008. The Group believes that it has sufficient funding for its expected working capital requirements . Further details regarding the maturity, currency and interest rates of the Group’s gross borrowings at 31 March 2008 are included in note 24 to the Consolidated Financial Statements . Financial assets and liabilities Analyses of financial assets and liabilities, including the maturity profile of debt, currency and interest rate structure, are included in notes 18 and 24 to the Consolidated Financial Statements . Details of the Group’s treasury management and policies are included within note 24 to the Consolidated Financial Statements . Option            agreements            and similar            arrangements Potential            cash inflows On 8 August 2007, the Group announced that it had decided not to exercise its rights under its agreement with Verizon Communications (“Verizon”) to sell to Verizon up to $10 billion of the Gr oup’s interest in Verizon Wireless . There are no other agreements, which allow Vodafone to put its interest in Verizon Wireless to Verizon. Potential cash outflows In respect of the Group’s interest in the Verizon Wireless partnership, an option granted to Price Communications, Inc. by Verizon Communications Inc. was exercised on 15 August 2006. Under the option agreement, Price Communications, Inc. exchanged its preferred limited partnership interest in Verizon Wireless of the East LP for 29.5 million shares of common stock in Verizon Communications Inc. Verizon Communications Inc. has the right, but not the obligation, to contribute the preferred interest to the Verizon Wireless partnership, diluting the Group’s interest. However, the Group also has the right to contribute further capital to the Verizon Wireless partnership in order to maintain its percentage partnership interest. Such amount, if contributed, would be $0.9 billion. As part of the Vodafone Essar acquisition, the Group acquired less than 50% equity interests in Telecom Investments India Private Limited (“TII”) and in Omega Telecom Holdings Private Limited (‘Omega’), which in turn have a 19.54% and 5.11% indirect shareholding in Vodafone Essar. The Group was granted call options to acquire 100% of the shares in two companies which together indirectly own the remaining shares of TII for, if the market equity of Vodafone Essar at the time of exercise is less than US$25 billion, an aggregate price of US$431 million plus interest or, if the market equity value of Vodafone Essar at the time of exercise is greater than US$25 billion, the fair market value of the shares as agreed between the parties. The Group also has an option to acquire 100% of the shares in a third company which owns the remaining shares in Omega. In conjunction with the receipt of these options, the Group also granted a put option to each of the shareholders of these companies with identical pricing which, if exercised, would require Vodafone to purchase 100% of the equity in the respective company . These options can only be exercised in accordance with Indian law prevailing at the time of exercise . The Group granted put options exercisable between 8 May 2010 and 8 May 2011 to members of the Essar group of companies that, if exercised, would allow the Essar group to sell its 33% shareholding in Vodafone Essar to the Group for US$5 billion or to sell between US$1 billion and US$5 billion worth of Vodafone Essar shares to the Group at an independently appraised fair market value. Off-balance sheet arrangements The Group does not have any material off-balance sheet arrangements, as defined in item 5.E.2. of the SEC’s Form 20-F. Please refer to notes 31 and 32 to the Consolidated Financial Statements for a discussion of the Group’s commitments and contingent liabilities . Quantitative and qualitative disclosures about market risk A discussion of the Group’s financial risk management objectives and policies and the exposure of the Group to liquidity, market and credit risk is included within note 24 to the Consolidated Financial Statements . 58Vodafone            Group Plc Annual Report 2008

Corporate            Responsibility The Board regards responsible behaviour in all Vodafone’s operations as underpinning the value of the brand and has established ‘being a responsible business’ as one of the Group’s long term goals. The Group’s approach to corporate responsibility (“CR”) enables it to understand the expectations of stakeholders, forecast trends in social, environmental and ethical requirements and to manage the Group’s performance in an appropriate manner. More detail will be available in the online CR report with the full CR performance for the year ended 31 March 2008 at www.vodafone .com/responsibility . Business impact CR issues present both risks and opportunities for Vodafone and a broad range of stakeholders are increasingly interested in how Vodafone manages these issues. For example, the Group’s licences to operate are granted by governments that frequently seek evidence of responsible business practices and in many markets consumers are becoming more concerned about CR issues, such as climate change, content standards and mobile phones, masts and health. The range of stakeholders            and the breadth of the issues involved indicate that CR is relevant across all aspects of Vodafone’s            activities            and therefore            the Group seeks to integrate            its CR approach            into all key business            processes . Strategy The CR strategy, which addresses            CR issues material to the Group, has the following            main strands: • • • to capture the potential of mobile to bring socio-economic value in both emerging economies and developed markets, through broadening access to communications to all sections of society; to deliver against stakeholder expectations on the key areas of climate change, a safe and responsible internet experience and sustainable products and services; and to ensure Vodafone’s operating standards are of a consistent and appropriate level across the Group. Key CR strategic            objectives Core initiative: Access to communications Safe and responsible internet experience Climate change Sustainable products            and services Supported            by responsible            business            practices Underpinned            by values, principles            and behaviours CR governance Vodafone’s approach to CR is underpinned by its business principles which cover, amongst other things, the environment, employees, individual conduct and community and society. The business principles are available on www.vodafone . com/responsibility/businessprinciples and are communicated to employees in a number of ways, including induction processes, websites and face to face meetings . The Executive Committee receives regular information on CR and, for the last five years, the Board has had an annual presentation on CR. A CR management structure is establ ished in each local operating company, with each one having a representative on its management board with responsibility for CR. For the purposes of this section of the Annual Report, “operating companies” refers to the Group’s operating subsidiaries and the Group’s joint venture in Italy. It includes information for the first time for Turkey and Arcor, Vodafone’s fixed-line business in Germany, but excludes the newly acquired operations in India and Tele2 in Spain and Italy. These newly acquired operations will be included in the 2009 financial year. CR performance is closely monitored and reported at most local operating company boards on a regular basis. CR is also integrated into Vodafone’s risk management processes such as the formal annual confirmation provided by each local operating company detailing the operation of their controls system. These processes are supported by stakeholder engagement, which helps to ensure Vodafone is aware of the issues relevant to the business and to provide a clear understanding of expectations of performance . Stakeholder consultations take place with customers, investors, employees, suppliers, the communities where the Group operates and where networks are based, governments and regulators and non-governmental organisations . In addition, the Group has continued the Vodafone CR Dialogues programme of in-depth discussions on specific, emerging issues. CR Dialogues this year focused on privacy, climate change, safe internet and emerging markets . More information on this can be found at www.vodafone .com/responsibility . Vodafone’s CR programme and performance as reported on the Group’s online CR report has been independently assured using the AccountAbility 1000 Assurance Standard (AA1000 AS) by the Group’s auditors, Deloitte & Touche LLP. The AA1000 AS requires Vodafone to report its responses and performance on material issues. Deloitte’s assurance statement outlining the specific assurance scope, procedures and “reasonable assurance” opinion is published in the Group’s online CR report. The Group’s CR reporting comprises an online report and a printed CR summary focusing on strategy and trends, while 12 operating companies also produce their own CR reports. During the year, Vodafone’s 2007 CR report won the main accolade of the Corporate Register Reporting Awards for the best report and was commended by the Association of Chartered Certified Accountants (“ACCA”) for the best disclosure in Tax and Public Policy. Vodafone is included in the FTSE4Good and Dow Jones Sustainability Index and rated fifth in the Global AccountAbility Rating, published by Fortune . Vodafone            Group Plc Annual Report 2008 59

Vodafone — Performance Corporate            Responsibility            continued Performance            in the 2008 financial            year Access            to communications Access to communications offers the single greatest opportunity for Vodafone to make a strong contribution to society, with a considerable body of research showing that telecommunications — and mobile communications in particular — has the potential to change people’s lives for the better, by promoting economic and social development . During the 2008 financial year, Vodafone continued its focus on mobile payment services and own brand handsets for emerging markets as follows: Privacy and freedom of expression In response to concerns raised about privacy and freedom of expression on the internet, Vodafone continued to participate in a multi-stakeholder engagement initiative to agree principles for companies on these issues. More than 20 academics, investors, companies and non-governmental organisations are now involved in this process. The Group launched mobile advertising activities in 11 markets, adopting a conservative approach to content and privacy issues. Vodafone has begun to monitor conformance with the Group’s global guidance on advertising and is reviewing feedback on areas where the guidance should be clarified, adapted or modified . Climate change Vodafone recognises that climate change is likely to result in profound consequences for the environment, society and the economy . Limiting the Group’s contribution is a priority and during the year the Group announced that ^{by 2020 it will reduce its CO}2 ^emissions by 50% against the 2007 financial year baseline of 1.23 million tonnes. The Group is currently gathering data about the carbon footprint of its newly acquired businesses in India and Turkey, and climate change targets for these businesses will be announced in due course. · · Vodafone has continued with the ambition of extending access to communications in emerging markets by increasing the portfolio of own branded handsets that introduce higher levels of technological development and affordability so that more people are able to use more services . The Group has shipped more than 10 million of these new handsets to more than 30 markets during the 2008 financial year. Over two million people in Kenya have used the Vodafone M-PESA/Vodafone Money Transfer mobile transaction service since its launch in February 2007, with an average of 200,000 more signing up each month. Customers can pay in and withdraw cash at local agents, transfer money to other mobile users via SMS and buy prepaid airtime credit. Vodafone M-PESA/Vodafone Money Transfer is being used by customers for a wide range of money transfer Partnering with local mobile operator Roshan, Vodafone is piloting a similar scheme in Afghanistan and plans further launches            in India and in other African countries . The Group reviewed            the options for achieving            this target, including            carbon off- WUDQVDFWLRQV___ZLWK_WKH_PDMRULW\_RI_WUDQVDFWLRQ_YDOXHV_EHLQJ_EHORZ___setting as a last resort, and concluded            that the most effective            strategy is to cut directly. The target is expected to be achieved            principally            through ^CO2 ^emissions operational            changes and technological            innovation            to improve energy efficiency            in the networks . Renewable            energy will be used when and where possible . The Group is also finding ways to make mobile phones easier to use, particularly for customers who are elderly, deaf, hard of hearing, blind, visually impaired or have other disabilities . Examples include a speaking phone for the visually impaired and special data tariffs for deaf customers . The Group is currently conducting a strategic review of how best to address those issues and will announce the development of a centre of excellence during the 2009 financial year. Safe and trusted internet experience Vodafone’s reputation depends on earning and maintaining the trust of its customers . The way the Group deals with certain key consumer issues directly impacts trust in Vodafone . These include responsible marketing, clear pricing, protecting customers’ privacy and developing a mobile advertising proposition that customers find acceptable . During the year, Vodafone has re-drafted its responsible marketing guidelines to ensure that customers can continue to trust the Group’s services in new areas such as mobile advertising, social networking and digital marketing . Age-restricted content During the 2008 financial year, the Group’s research has shown that parents are increasingly concerned about what their children see on the internet and it is anticipated that those concerns will be transferred to children’s use of mobile devices as parents become more aware of mobile internet . Vodafone’s initiatives in these areas include: In addition, as part of the climate strategy, the Group announced that it will also be focusing on developing products and services which will help customers limit their own emissions . This is expected to include exploring consumer related solutions such as solar-powered or universal chargers as well as improving understanding of how mobile technology can enable lower emissions through more efficient traffic management, logistic planning and scheduling and the remote monitoring of utility meters. Energy use associated with the operation of the network accounts for around 80% of the Group’s carbon dioxide emissions . In 2006, the Group set a target to per unit of data transmitted by 40% by 2011. This target ^{reduce CO}2 ^emissions has been achieved in 2008, three years in advance, with network carbon dioxide emissions per unit of data transmitted decreasing by 50% from 0.034 Kg/Mb to 0.17 Kg/Mb. In the 2008 financial year, Vodafone’s energy use was 2,996 GWh, equating to 1.45 million tonnes of carbon dioxide. Sustainable products and services Vodafone is developing programmes aimed at making delivery of its products and services more sustainable . The key focus during the 2008 financial year was on the reuse and recycling of handsets and accessories, and network equipment . Mobile phones, accessories and the networks on which they operate require upgrading, replacement and decommissioning . The Group complies with the EU’s Waste Electronic and Electrical Equipment directive through its handset recycling programmes in all operating companies where it applies. The Group has also worked with suppliers to ensure substances prohibited by the ‘Restriction of the use of certain Hazardous Substances’ directive are phased out. During the 2008 financial year, 1.33 million phones were collected for reuse and recycling through collection programmes in 16 mobile operating companies, achieving the Group’s target. 11,849 tonnes of network equipment waste was generated, with 96% of this sent for reuse or recycling, exceeding the target of 95%. Mobile phones, masts and health Vodafone recognises that there is public concern about the safety of Radio Frequency (“RF”) fields from mobile phones and base stations . The Group contributes to funding of independent scientific research to resolve scientific uncertainty in areas identified by the World Health Organisation (“WHO”) . The WHO established an International EMF Project in 1996, which records global research into mobile phones, masts and health and prioritises research needs. In 2006, they identified the following three main areas for additional research: long term (more than 10 years) exposure to low-level RF fields, possible health effects of mobile use in children and dosimetry (the way levels of RF absorbed are calculated) . · All mobile operating companies that offer age-restricted content have implemented parental controls         . These block access to age-restricted content on the Vodafone live! domain to those under 18 years of age. Internet filters are offered by eight operating companies, which also enable parents to prevent their children accessing inappropriate age-restricted content on the internet via their mobile phones. The mobile operating companies that have not implemented the filter will remove individual access to the internet completely on request. Vodafone is leading a pan-European ICT Education Initiative in partnership with other ICT companies and European Schoolnet, to develop online education resources . These will help teachers understand new mobile and internet technology and encourage their students to use it responsibly . Vodafone is a founding member of the Mobile Alliance against Child Sexual Abuse Content, launched by the GSMA in February 2008 to prevent users from accessing websites identified as hosting child sexual abuse content. A representative from Vodafone chaired the UK Home Office taskforce to develop industry guidelines on social networking . Vodafone will develop its own social networking guidelines for operating companies based on the industry guidelines to inform the way access is offered to services like Bebo, Facebook, Flickr, MySpace and YouTube . • • • 60 Vodafone            Group Plc Annual Report 2008

Vodafone requires manufacturers of the mobile devices it sells to test for Specific Absorption Rate compliance when used both against the ear and against, or near, the body, using the US FCC Test procedure . Vodafone is actively engaged with the IEC Standards Organisation in developing a new global protocol for body worn phones and expects a new standard, which better reflects customers’ use of mobile devices, to be adopted later this year. The Group’s long term programme of engagement, with a range of stakeholders, aims to reduce levels of concern amongst the public and to demonstrate that Vodafone is acting responsibly . Responsible network deployment Vodafone’s mobile services rely on a network of radio base stations that transmit and receive calls. The Group recognises that network deployment can cause concern to communities, usually about the visual impact of base stations or health issues concerning RF fields. During the year, the Group reviewed and updated its policy on responsible network deployment . In addition, nine mobile operating companies have signed up to national industry codes of best practice on network deployment . By cooperating with other mobile operators to share sites, the Group is reducing the total number of base stations required . This lowers costs, enables faster network deployment and reduces the environmental footprint of the network without loss of quality or coverage . Vodafone has active or passive network sharing agreements in 17 countries . In India, in partnership with Bharti Airtel and Idea Cellular Limited, the Group announced the creation of Indus Towers, an independent mobile infrastructure company that will provide infrastructure services to all telecommunications operators on a non-discriminatory basis. The Group has conducted audits of network deployment contractors in all its local operating companies to verify adherence to the global responsible network deployment policy. As an example, more than 1,000 site audits took place in Turkey, one of the newest operating companies and the focus of significant network deployment during the year. Vodafone aims to comply with local planning regulations but is sometimes found to be in breach. This is normally related to conflicting local, regional or national planning regulations . During the 2008 financial year, Vodafone was found in breach of planning regulations relating to 423 mast sitings. Fines levied by regulatory bodies or courts in relation to offences under environmental law or regulations were approximately £61,000 . Key performance            indicators (1) KPI Supply            chain The Group continues            to implement            Vodafone’s            Code of Ethical Purchasing, which sets out environmental            and labour standards            for suppliers . The Group increased its CR capability in China by training all supply chain employees, establishing two CR qualified auditors within the Group’s offices in Beijing and Hong Kong and embedding CR in supplier selection and management using the Group’s global qualification process. A project with two strategic Chinese suppliers was implemented to manage CR risk within sub-tier suppliers . A total of 488 suppliers, including 63 strategic global suppliers, have been assessed using the Group’s supplier evaluation scorecard in which CR accounts for 10% of the total. The scorecard evaluates the supplier’s CR management systems, public reporting and approach to managing their suppliers . Seven site evaluati ons of high risk suppliers have been completed . The duty to report programme provides suppliers with a means to report any ethical concerns . Twelve incidents were reported in relation to managing the global supply chain in the 2008 financial year. All have been investigated and resolved satisfactorily . Social investment The Vodafone            Group Foundation            and its network of 21 local operating            company            and associate            foundations             have continued            to implement            a global social investment            programme . During the 2008 financial year, the Company made a charitable grant of £24.0 million to the Vodafone Group Foundation . The majority of foundation funds are distributed in grants through operating company foundations to a variety of local charitable organisations meeting the needs of the communities in which they operate. The Vodafone Group Foundation made additional grants to charitable partners engaged in a variety of global projects . Its areas of focus are: sport and music as a means of benefiting some of the most disadvantaged young people and their communities, and disaster relief and preparedness . In addition, operating companies donated a further £12.9 million to their foundations and a further £4.2 million directly to a variety of causes. Total donations for the year ended 31 March 2008 were £44.9 million and included donations of £3.8 million towards foundation operating costs. 2008⁽²⁾ 2007⁽³⁾ 2006⁽⁴⁾ Number            of mobile operating            subsidiaries            undertaking independent            RF field monitoring 15 15 15 Total energy use (GWh) (direct and            indirect) ⁽⁵⁾ 2,996 2,690 2,900 Total carbon dioxide emissions (millions            of tonnes)⁽⁵⁾ 1.45 1.23 1.31 Percentage            of energy sourced            from renewables 18 17 12 Number            of phones collected            for reuse and recycling (millions) 1.33 1.03 1.37 Network            equipment waste            generated (tonnes) 12,096 9,960 2,950 Percentage            of network equipment            waste sent for reuse or recycling 96 97 97 Notes: (1) These performance indicators were calculated using actual or estimated data collected by the Group’s mobile operating companies. The data is sourced from invoices, purchasing requisitions, direct data measurement and estimations where required. The carbon dioxide emissions figure is calculated using the kWh/CO2 conversion factor for the electricity provided by the national grid and for other en ergy sources in each operating company. The Group’s joint venture in Italy is included in all years. (2) The data for the 2008 financial year excludes the newly acquired Vodafone Essar in India and Tele2 in Italy and Spain. (3) The data for the 2007 financial year excludes the newly acquired operations in Turkey and the operations in Japan that were sold during the 2007 financial year. (4) The data for the 2006 financial year excludes the acquired businesses in Czech Republic and Romania and the business in Sweden that was sold during the 2006 financial year, but does include the business in Japan that was disposed of during the 2007 financial year. (5) The 2007 figure includes Arcor. Vodafone Group Plc Annual Report 2008 61

Vodafone — Governance Board of Directors            and Group Management [Graphic Appears Here] [Graphic Appears Here] Directors            and senior            management The business            of the Company            is managed            by its board of directors (“the Board”). Biographical            details of the directors             and senior management            at the date of this report are as follows: Board of directors Chairman 1. Sir John Bond^†, aged 66, became Chairman of Vodafone Group Plc in July 2006, having previously served as a non-executive director of the Board, and is Chairman of the Nominations and Governance Committee . Sir John is a non-executive director of Ford Motor Company, USA, and A.P. Møller — Mærsk A/S and is a director of Shui On Land Limited (Hong Kong SAR). He retired from the position of Group Chairman of HSBC Holdings plc in May 2006, after 45 years of service. Other previous roles include Chairman of HSBC Bank plc and director of The Hong Kong and Shanghai Banking Corporation and HSBC North America Holdings Inc. Previous non-executive directorships include the London Stock Exchange, Orange plc, British Steel plc and the Court of the Bank of England . Executive directors 2. Arun Sarin^†, Chief Executive, aged 53, became a member of the Board in June 1999. He was appointed Chief Executive in July 2003. Arun joined Pacific Telesis Group in San Francisco in 1984 and has served in many executive positions in his career in telecommunications, which spans more than 20 years. He was a director of AirTouch Communications, Inc. from July 1995 and was President and Chief Operating Officer from February 1997 to June 1999. He was Chief Executive Officer for the Vodafone United States and Asia Pacific region until 15 April 2000, when he became a non-executive director. He has served as a director of The Gap, Inc., The Charles Schwab Corporation and Cisco Systems, Inc., and is a non-executive director of the Court of the Bank of England . He will retire as Chief Executive at the conclusion of the Company’s AGM on 29 July 2008. 3. Vittorio Colao, Deputy Chief Executive and CEO of the Group’s Europe region, aged 46, joined the Board in October 2006. He spent the early part of his career as a partner in the Milan office of McKinsey & Co working on media, telecommunications and industrial goods and was responsible for recruitment . In 1996, he joined Omnitel Pronto Italia, which subsequently became Vodafone Italy, and he was appointed Chief Executive in 1999. He was then appointed Regional Chief Executive Officer, Southern Europe for Vodafone Group Plc in 2001, became a member of the Board in 2002 and was appointed to the role of Regional Chief Executive Officer for Southern Europe, Middle East and Africa for Vodafone in 2003. In 2004, he left Vodafone to join RCS MediaGroup, the leading Italian publishing company, where he was Chief Executive until he rejoined Vodafone . He will become Chief Executive at the conclusion of the Company’s AGM on 29 July 2008. 4. Andy Halford , Chief Financial Officer, aged 49, joined the Board in July 2005. Andy joined Vodafone in 1999 as Financial Director for Vodafone Limited, the UK operating company, and in 2001 he became Financial Director for Vodafone’s Northern Europe, Middle East and Afri ca region. In 2002, he was appointed Chief Financial Officer of Verizon Wireless in the US and is currently a member of the Board of Representatives of the Verizon Wireless partnership . Prior to joining Vodafone, he was Group Finance Director at East Midlands Electricity Plc. Andy holds a bachelors degree in Industrial Economics from Nottingham University and is a Fellow of the Institute of Chartered Accountants in England and Wales. Deputy Chairman and senior independent director 5. John Buchanan ^§†, aged 64, became Deputy Chairman and senior independent director in July 2006 and has been a member of the Board since April 2003. He retired from the board of directors of BP Plc in 2002 after six years as Group Chief Financial Officer and executive director, following a wide-ranging career with the company . He was a member of the United Kingdom Accounting Standards Board from 1997 to 2001. He is Chairman of Smith & Nephew plc, a non-executive director of AstraZeneca PLC and senior independent director of BHP Billiton Plc. Non-executive directors 6. Dr Michael Boskin^§, aged 62, became a member of the Board in June 1999 on completion of the merger with AirTouch Communications, Inc. and is Chairman of the Audit Committee . He was a director of AirTouch from August 1996 to June 1999. He has been a Professor of Economics at Stanford University since 1971 and was Chairman of the President’s Council of Economic Advisers from February 1989 until January 1993. Michael is President and Chief Executive Officer of Boskin & Co., an economic consulting company, and is also a director of Exxon Mobil Corporation, Shinsei Bank Limited and Oracle Corporation . He will retire from the Board at the conclusion of the Company’s AGM on 29 July 2008. 7. Alan Jebson ^§, aged 58, joined the Board in December 2006. He retired in May 2006 from his role as Group Chief Operating Officer of HSBC Holdings Plc, a position which included responsibility for IT and Global Resourcing . During a long career with HSBC, Alan held various positions in IT, including the position of Group Chief Information Officer. His roles included responsibility for the Group’s international systems, including the consolidation of HSBC and Midland systems following the acquisition of Midland Bank in 1993. He originally joined HSBC as Head of IT Audit in 1978 where, building upon his qualification as a chartered accountant, he built an international audit team and implemented controls in the Group’s application systems . He is also a non-executive director of Experian Group plc and McDonald Dettwiler in Canada. § Audit Committee Nominations and Governance Committee ‡ Remuneration Committee 62 Vodafone            Group Plc Annual Report 2008

[Graphic Appears Here] [Graphic Appears Here] 8. Nick Land^§, aged 60, joined the Board in December 2006. Solely for the purposes of relevant legislation, he is the Board’s appointed financial expert on the Audit Committee . In June 2006, he retired as Chairman of Ernst & Young LLP after a distinguished career spanning 36 years with the firm. He became an audit partner in 1978 and held a number of management appointments before becoming Managing Partner in 1992. He was appointed Chairman and joined the Global Executive Board of Ernst & Young Global LLP in 1995. He is a non-executive director of Royal Dutch Shell, Alliance Boots, BBA Aviation and the Ashmore Group. He also sits on the Advisory Board of Three Delta, is Chairman of the Practices Advisory Board of the Institute of Chartered Accountants in England and Wales and of the Board of Trustees of Farnham Castle, and is a member of the Finance and Audit Committees of the National Gallery. 9. Simon Murray CBE^‡, aged 68, joined the Board in July 2007. His career has been largely based in Asia, where he has held positions with Jardine Matheson, Deutsche Bank and Hutchison Whampoa where, as Group Managing Director, he oversaw the development and launch of mobile telecommunications networks in many parts of the world. He remains on the Boards of Cheung Kong Holdings Limited, Compagnie Financière Richemont SA, Macquarie (HK) Limited and Orient Overseas (International) Limited and is an Advisory Board Member of the China National Offshore Oil Corporation . He also sits on the Advisory Board of Imperial College in London. 10. Anne Lauvergeon ^§, aged 48, joined the Board in November 2005. She is Chief Executive Officer of AREVA Group, the leading French energy company, having been appointed to that role in July 2001. She started her professional career in 1983 in the iron and steel industry and in 1990 she was named Adviser for Economic International Affairs at the French Presidency and Deputy Chief of its Staff in 1991. In 1995, she became a Partner of Lazard Frères & Cie, subsequently joining Alcatel Telecom as Senior Executive Vice President in March 1997. She was responsible for international activities and the Group’s industrial shareholdings in the energy and nuclear fields. In 1999, she was appointed Chairman and Chief Executive Officer of AREVA NC. Anne is currently also Vice Chairman of the Supervisory Board of Safran, a member of the Advisory Board of the Global Business Coalition on HIV/AIDS and a non-executive director of Total and Suez. [Graphic Appears Here] [Graphic Appears Here] 11. Professor Jürgen Schrempp ^†‡, aged 63, has been a member of the Board since May 2000. He is a former Chairman of the Board of Management of DaimlerChrysler and one of the principal architects of Daimler-Benz’s merger with Chrysler in 1998. He became Chairman of Daimler-Benz in 1995. Jürgen continues to hold the position of Non-Executive Chairman of Mercedes - -Benz of South Africa Limited and is a non-executive director of the South African Coal, Oil and Gas Corporation (SASOL), Compagnie Financière Richemont SA, Switzerland and South African Airways . Jürgen is Chairman Emeritus of the Global Business Coalition on HIV/AIDS and holds South Africa’s highest civilian award, the Order of Good Hope, conferred upon him by President Nelson Mandela . He will retire from the Board at the conclusion of the Company’s AGM on 29 July 2008. 12. Luc Vandevelde ^†‡, aged 57, joined the Board in September 2003 and is Chairman of the Remuneration Committee . He is a director of Société Générale and the Founder and Managing Director of Change Capital Partners LLP, a private equity fund. Luc was formerly Chairman of the Supervisory Board of Carrefour SA, Chairman of Marks & Spencer Group Plc and Chief Executive Officer of Promodes, and he has held senio r European and international roles with Kraft General Foods. 13. Anthony Watson ^‡, aged 63, was appointed to the Board in May 2006. Prior to joining Vodafone, he was Chief Executive of Hermes Pensions Management Limited, a position he had held since 2002. Previously he was Hermes’ Chief Investment Officer, having been Managing Director of AMP Asset Management and the Chief International Investment Officer of Citicorp Investment Management from 1991 until joining Hermes in 1998. He is Chairman of Marks & Spencer Pension Trust Ltd, the Strategic Investment Board in Northern Ireland and the Asian Infrastructure Fund. He is also a non-executive director of Hammerson Plc and Witan Investment Trust Plc, and was formerly a member of the Financial Reporting Council. 14. Philip Yea^‡, aged 53, became a member of the Board in September 2005. He is the Chief Executive Officer of 3i Group plc, having been appointed to that role in July 2004. Prior to joining 3i, he was Managing Director of Investcorp and, from 1997 to 1999, the Group Finance Director of Diageo plc following the merger of Guinness plc, where he was Finance Director, and Grand Metropolitan plc. He has previously held non-executive roles at HBOS plc and Manchester United plc. Vodafone Group Plc Annual Report 2008 63

Vodafone — Governance Board of Directors            and Group Management            continued Executive            Committee Chaired by Arun Sarin, this committee focuses on the Group’s strategy, financial structure and planning, succession planning, organisational development and Group-wide policies. The Executive Committee membership comprises the executive directors, details of whom are shown on page 62, and the senior managers who are listed below. Senior management Members            of the Executive            Committee            who are not also executive            directors            are regarded            a s senior managers            of the Company . Paul Donovan , Chief Executive Officer, EMAPA, aged 49, was appointed to this position in May 2006. He joined Vodafone UK in 1999 as Managing Director — Commercial and became Chief Executive Officer of Vodafone Ireland in 2001. In January 2005, he became Chief Executive Officer, Other Vodafone Subsidiaries, managing 15 markets in which Vodafone operated . Paul has over 16 years’ experience in the telecommunications and IT industries, gained at Apple Computer, BT and Cable and Wireless, as well as Vodafone . He began his career in sales and marketing at the Mars Group before becoming Marketing Director at Coca-Cola and Schweppes Beverages . Warren Finegold , Chief Executive Officer, Global Business Development, aged 51, was appointed to this position and joined the Executive Committee in April 2006. He was previously a Managing Director of UBS Investment Bank and head of its technology team in Europe. He is responsible for business development, mergers and acquisitions and partner networks . Terry Kramer , Group Strategy and Human Resources Director and Chief of Staff, aged 48, joined Vodafone in January 2005 as Chief of Staff and was appointed Group Human Resources Director in December 2006. Terry’s role was recently expanded to include Vodafone Group Strategy . Prior to his appointment, he was Chief Executive Officer of Q Comm International, a publicly traded provider of transaction processing services for the telecommunications industry . He also worked for 12 years at PacTel/AirTouch Communications in a variety of roles including President AirTouch Paging, Vice President Human Resources -AirTouch Communications, Vice President Business Development -AirTouch Europe and Vice President & General Manager -AirTouch Cellular Southwest Market. Prior to that, he was an Associate with Booz Allen & Hamilton, a management consulting firm. Terry is a trustee of The Vodafone Group Foundation . Simon Lewis, Group Corporate Affairs Director, aged 49, joined Vodafone in November 2004. He previously held senior roles at Centrica Plc including Managing Director, Europe, and Group Director of Communications and Public Policy. Prior to that, he was Director of Corporate Affairs at NatWest Group and the Head of Public Relations at S.G. Warburg plc. He was President of the Institute of Public Relations in 1997 and is a Visiting Professor at the Cardiff School of Journalism . In 1998, he was seconded to Buckingham Palace for two years as the first Communications Secretary to The Queen. He is Chairman of the UK Fulbright Commission and a trustee of The Vodafone Group Foundation . Steve Pusey, Chief Technology Office r, aged 46, joined Vodafone in September 2006 and is responsible for all aspects of Vodafone’s networks, IT capability, research and development and supply chain management . Prior to joining Vodafone, he held the positions of Executive Vice President and President, Nortel EMEA, having joined Nortel in 1982, gaining a wealth of international experience across both the wireline and wireless industries and in business applications and solutions . Prior to Nortel, he spent several years with British Telecom . Frank Rovekamp , Group Chief Marketing Officer, aged 53, was appointed to this position and joined the Executive Committee in May 2006. He joined Vodafone in 2002 as Marketing Director and a member of the Management Board of Vodafone Netherlands and later moved to Vodafone Germany as Chief Marketing Officer and a member of the Management Board. Before joining Vodafone, he held roles as President and Chief Executive Officer of Beyoo and Chief Marketing Officer with KLM Royal Dutch Airlines. He is a trustee of The Vodafone Group Foundation . Stephen Scott, Group General Counsel and Company Secretary, aged 54, was appointed to this position in 1991, prior to which he was employed in the Racal Group legal department, which he joined in 1980 from private law practice in London. He is a director of the Company’s UK pension trustee company and of ShareGift (the Orr Mackintosh Foundation Limited) and is a director and trustee of LawWorks (the Solicitors Pro Bono Group). Strategy Board The Strategy Board meets three times each year to discuss strategy . This is attended by Executive Committee members and the Chief Executive Officers of the major operating companies and other selected individuals based on Strategy Board topics. Other Board and Executive            Committee            members The following            members            also served on the Board or the Executive            Committee            during the 2008 financial year: Lord Broers was a member            of the Board, the Audit Committee and the Nominations            and Governance Committee            until the conclusion            of the AGM on 24 July 2007. Alan Harper was Group Strategy and New Business            Director and was a member of the Executive Committee until 1 September 2007. 64Vodafone Group Plc Annual Report 2008

Corporate            Governance The Board of the Company            is committed            to high standards            of corporate            governance, which it considers are critical to business            integrity            and to maintaining            investors’ trust in the Company . The Group expects all its directors            and employees            to act with honesty, integrity            and fairness. The Group will strive to a ct in accordance            with the laws and customs            of the countries            in which it operates; adopt proper standards            of business            practice and procedure; operate with int egrity; and observe and respect the culture of every1 country in which it does business . For each of the annual reports issued since 2004, Governance Metrics International, a global corporate governance ratings agency, ranked the Company amongst the top UK companies, with an overall global corporate governance rating of eight and a half and above out of ten. In the Company’s profile report by Institutional Shareholder Services Inc. (“ISS”), dated 1 May 2008, the Company’s governance practices outperformed 95.9% of the companies in the ISS developed (excluding US) universe, 88.1% of companies in the telecommunications sector group and 96.5% of the companies in the UK. Compliance with the Combined Code The Company’s ordinary shares are listed in the UK on the London Stock Exchange . In accordance with the Listing Rules of the UK Listing Authority, the Company confirms that throughout the year ended 31 March 2008 and at the date of this Annual Report, it was compliant with the provisions of, and applied the principles of, Section 1 of the 2006 FRC Combined Code on Corporate Governance (the “Combined Code”). The following section, together with the “Directors’ Remuneration” section on pages 71 to 81, provides details of how the Company applies the principles and complies with the provisions of the Combined Code. Board organisation            and structure The role of the Board The Board is responsible            for the overall conduct of the Group’s business            and has the powers, authorities            and duties vested in it by and pursuant            to the relevant laws of England and Wales and the Articles of Association . Th e Board: Board meetings The Board meets at least eight times a year and the meetings are structured to allow open discussion . All directors participate in discussing the strategy, trading and financial performance and risk management of the Company . All substantive agenda items have comprehensive briefing papers, which are circulated one week before the meeting . The following table shows the number of years directors have been on the Board at 31 March 2008 and their attendance at scheduled Board meetings they were eligible to attend during the 2008 financial year: Years            Meetings on Board            attended Sir John Bond 3 8/8 John Buchanan 5 8/8 Arun Sarin 8 8/8 Vittorio Colao 1 8/8 Andy Halford 2 8/8 Dr Michael Boskin 8 8/8 Alan Jebson 1 8/8 Nick Land 1 8/8 Anne Lauvergeon 2 7/8 Simon Murray (from 1 July 2007) < 1 6/7 Professor Jürgen Schrempp 7 7/8 Luc Vandevelde 4 8/8 Anthony Watson 2 8/8 Philip Yea 2 8/8 Lord Broers (until 24 July 2007) n/a 2/2 • • • • In addition to regular Board meetings, there are a number of other meetings            to deal with specific matters. Directors unable to attend a Board meeting because of another engagement are nevertheless provided with all the papers and information relevant for such meetings and are able to discuss issues arising in the meeting with the Chairman or the Chief Executive . Division of responsibilities The roles of the Chairman and Chief Executive are separate and there is a division of responsibilities that is clearly established, set out in writing and agreed by the Board to ensure that no one person has unfettered powers of decision . The Chairman is responsible for the operation, leadership and governance of the Board, ensuring its effectiveness and setting its agenda. The Chief Executive is responsible for the management of the Group’s business and the implementation of Board strategy and policy. Board balance and independence The Company’s Board consists of 14 directors, 13 of whom served throughout the 2008 financial year. At 31 March 2008, in addition to the Chairman, Sir John Bond, there were three executive directors and ten non-executive directors . The Deputy Chairman, John Buchanan, is the nominated senior independent director and his role includes being available for approach or representation by directors or significant shareholders who may feel inhibited from raising issues with the Chairman . He is also responsible for conducting an annual review of the performance of the Chairman and, in the event it should be necessary, convening a meeting of the non-executive directors . The Company considers all of its present non-executive directors to be fully independent . The Board is aware of the other commitments of its directors and is satisfied that these do not conflict with their duties as directors of the Company . The names and biographical details of the current directors are given on pages 62 and 63. Changes to the commitments of the directors are reported to the Board. Vodafone Group Plc Annual Report 2008 65

has final responsibility for the management, direction and performance of the Group and its businesses; is required to exercise objective judgement on all corporate matters independent from executive management; is accountable to shareholders for the proper conduct of the business; and is responsible for ensuring the effectiveness of and reporting on the Group’s system of corporate governance . The Board has a formal schedule            of matters reserved to it for its decision and these include: • • • • • • • Group strategy; major capital projects, acquisitions or divestments; annual budget and operating            plan; Group financial structure, including            tax and treasury; annual and half-yearly financial results and shareholder            communications; system of internal control and risk management; and senior management            structure, responsibilities            an d succession            plans. The schedule is reviewed periodically . It was last formally reviewed by the Nominations and Governance Committee in September 2005, at which time it was determined that no amendments were required . Its continued validity was assessed as part of the performance evaluations conducted in the 2008 financial year. Other specific responsibilities are delegated to Board committees which operate within clearly defined terms of reference . Details of the responsibilities delegated to the Board committees are given on pages 67 to 68. Vodafone — Governance Corporate            Governance            continued Under the laws of England and Wales, the executive and non-executive directors are equal members of the Board and have overall collective responsibility for the direction of the Company . In particular, non-executive directors are responsible for: · · · • · bringing a wide range of skills and experience to the Group, including independent judgement on issues of strategy, performance, financial controls and systems of risk management; constructively challenging the strategy proposed by the Chief Executive and executive directors; scrutinising and challenging performance across the Group’s business; assessing risk and the integrity of the financial information and controls of the Group; and ensuring appropriate remuneration and succession planning arrangements are in place in relation to executive directors and other senior executive roles. Board            effectiveness Appointments            to the Board There is a formal, rigorous and transparent procedure, which is based on merit and against objective criteria, for the appointment of new directors to the Board. This is described in the section on the Nominations and Governance Committee set out on page 67. Individual non-executive directors are generally expected to serve two three-year terms. At the end of the second three-year term, a rigorous and detailed analysis is undertaken and only then would a non-executive director be invited to serve a third term. The non-executive directors are generally not expected to serve for a period exceeding nine years. The terms and conditions of appointment of the non-executive directors are available for inspection at the Company’s registered office and will be available for inspection at the AGM from 15 minutes before the meeting until i t ends. Information and professional development Each member of the Board has immediate access to a dedicated online team room and can access monthly information including actual financial results, reports from the executive directors in respect of their areas of responsibility and the Chief Executive’s report which deals, amongst other things, with investor relations, giving Board members an opportunity to develop an understanding of the views of major investors . These matters are discussed at each Board meeting . From time to time, the Board receives detailed presentations from non-Board members on matters of significance or on new opportunities for the Group. Financial plans, including budgets and forecasts, are regularly discussed at Board meetings . The non-executive directors periodically visit different parts of the Group and are provided with briefings and information to assist them in performing their duties. The Chairman is responsible for ensuring that induction and training programmes are provided and the Company Secretary organises the programmes . Individual directors are also expected to take responsibility for identifying their training needs and to take steps to ensure that they are adequately informed about the Company and their responsibilities as a director. The Board is confident that all its members have the knowledge, ability and experience to perform the functions required of a director of a listed company . On appointment, individual directors            undergo an induction            programme            covering, amongst            other things: • • • • the business            of the Group; their legal and regulatory            responsibilities            as directors            of the Company; briefings            and presentations             from relevant executives; and opportunities            to visit business            operations . If appropriate, the induction will also include briefings on the scope of the Internal Audit function and the role of the Audit Committee, meetings with the external auditor and other areas the Company Secretary deems fit, considering the director’s area of responsibility . 66 Vodafone Group Plc Annual Report 2008

The Company Secretary provides a programme of ongoing training for the directors, which covers a number of sector specific and business issues, as well as legal, accounting and regulatory changes and developments relevant to individual director’s areas of responsibility . Throughout their period in office, the directors are continually updated on the Group’s businesses and the regulatory and industry specific environments in which it operates . These updates are by way of written briefings and meetings with senior executives and, where appropriate, external sources. The Company Secretary ensures that the programme to familiarise the non-executive directors with the business is maintained over time and kept relevant to the needs of the individuals involved . The Company Secretary confers with the Chairman and senior independent director to ensure that this is the case. Performance evaluation Performance evaluation of the Board, its committees and individual directors takes place on an annual basis and is conducted within the terms of reference of the Nominations and Governance Committee with the aim of improving individual contributions, the effectiveness of the Board and its Committees and the Group’s performance . Prior to the 2007 financial year, the evaluation was internally facilitated . Following            on from the externally            facilitated            evaluation            of the Board’s performance            during the 2007 financial year, the Board has undertaken            a formal self-evaluation            of its own performance . The process involved the Chairman: • • • • sending a template questionnaire to each Board member which was completed and returned; undertaking individual meetings with each Board member on Board performance; producing a report on Board performance, with the assistance of an external agency, using the completed questionnaire and notes from the individual meetings; and preparing a summary which was sent with the report to Board members for discussion at the following Board meeting . The evaluation was designed to determine whether the Board continues to be capable of providing the high level judgement required and whether, as a Board, the directors were informed and up to date with the business and its goals and understood the context within which it operates . The evaluation also included a review of the administration of the Board covering the operation of the Board, its agenda and the reports produced for the Board’s consideration . The Board will continue to review its procedures, its effectiveness and development in the financial year ahead. The Chairman leads the assessment of the Chief Executive and the non-executive directors, the Chief Executive undertakes the performance reviews for the executive directors and the senior independent director conducts the review of the performance of the Chairman by having a meeting with all the non-executive directors together and individual meetings with the executive directors and the Company Secretary . Following this process, the senior independent director produces a written report which is discussed with the Chairman . The evaluation of each of the Board committees was undertaken using an online questionnaire that each member of the committees and others who attend committee meetings or interact with committee members are required to complete . The results of the questionnaires were discussed with the Chairman of the Board and the members of the committees . The evaluations found th e performance of each director to be effective and concluded that the Board provides the effective leadership and control required for a listed company . The Nominations and Governance Committee confirmed to the Board that the contributions made by the directors offering themselves for re-election at the AGM in July 2008 continue to be effective and that the Company should support their re-election . Re-election of directors Although not required by the Articles, in the interests of good corporate governance, the directors have resolved that they will all submit themselves for annual re-election at each AGM of the Company . Accordingly, at the AGM to be held on 29 July 2008, all the directors will be retiring and, with the exception of Arun Sarin, Michael Boskin and Jürgen Schrempp who will not offer themselves for re-election, being eligible and on the recommendation of the Nominations and Governance Committee, will offer themselves for re-election . Independent            advice The Board recognises            that there may be occasions            when one or more of the directors feel it is necessary            to take independent            legal and/or financial advice at the Company’s            expense . There is an agreed procedure            to enable them to do so. Indemnification            of directors In accordance with the Company’s Articles of Association and to the extent permitted by the laws of England and Wales, directors are granted an indemnity from the Company in respect of liabilities incurred as a result of their office. In respect of those matters for which the directors may not be indemnified, the Company maintained a directors’ and officers’ liability insurance policy throughout the financial year. This policy has been renewed for the next financial year. Neither the Company’s indemnity nor the insurance provides cover in the event that the director is proven to have acted dishonestly or fraudulently . Board committees The Board has established an Audit Committee, a Nominations and Governance Committee and a Remuneration Committee, each of which has formal terms of reference approved by the Board. The Board is satisfied that the terms of reference for each of these committees satisfy the requirements of the Combined Code and are reviewed internally on an ongoing basis by the Board. The terms of reference for all Board committees can be found on the Company’s website at www.vodafone         .com or a copy can be obtained by application to the Company Secretary at the Company’s registered office. The committees are provided with all necessary resources to enable them to undertake their duties in an effective manner. The Company Secretary or his delegate acts as secretary to the committees . The minutes of committee meetings are circulated to all directors . Each committee has access to such information and advice, both from within the Group and externally, at the cost of the Company as it deems necessary . This may include the appointment of external consultants where appropriate . Each committee undertakes an annual review of the effectiveness of its terms of reference and makes recommendations to the Board for changes where appropriate . Audit Committee The members            of the Audit Committee            during the year, together            with a record of their attendance            at scheduled            meetings             which they were eligible to attend, are set out below: Meetings attended Dr Michael            Boskin, Chairman 4/4 John Buchanan 4/4 Alan Jebson (from 23 July 2007) 3/3 Nick Land 4/4 Anne Lauvergeon 3/4 Lord Broers (until 23 July 2007) 1/1 The Audit Committee is comprised of financially literate members having the necessary ability and experience to understand financial statements . Solely for the purpose of fulfilling the requirements of the Sarbanes -Oxley Act and the Combined Code, the Board has designated Nick Land, who is an independent non-executive director satisfying the independence requirements of Rule 10A-3 of the US Securities Exchange Act 1934, as its financial expert on the Audit Committee . Further details on Nick Land can be found in “Board of Directors and Group Management” on page 63. The Audit Committee’s            responsibilities            include the following: • • • • • • • overseeing the relationship with the external auditors; reviewing the Company’s preliminary results announcement, half-yearly results and annual financial statements; monitoring compliance with statutory and listing requirements for any exchange on which the Company’s shares and debt instruments are quoted; reviewing the scope, extent and effectiveness of the activity of the Group Internal Audit Department; engaging independent advisers as it determines is necessary and to perform investigations; reporting to the Board on the quality and acceptability of the Company’s accounting policies and practices including, without limitation, critical accounting policies and practices; and playing an active role in monitoring the Company’s compliance efforts for Section 404 of the Sarbanes -Oxley Act and receiving progress updates at each of its meetings . At least twice a year, the Audit Committee meets separately with the external auditors and the Group Audit Director without management being present. Further details on the work of the Audit Committee and its oversight of the relationships with the external auditors can be found under “Auditors” and the “Report from the Audit Committee” which are set out on pages 69 and 70. Nominations            and Governance            Committee The members            of the Nominations            and Governance            Committee            during the year, together            with a record of their attendance             at scheduled            meetings            which they were eligible to attend, are set out below: Meetings attended Sir John Bond, Chairman 6/6 Lord Broers (until 23 July 2007) 2/2 John Buchanan 5/6 Arun Sarin 6/6 Professor            Jürgen Schrempp 4/6 Luc Vandevelde 6/6 The Nominations and Governance Committee’s key objective is to ensure that the Board comprises individuals with the requisite skills, knowledge and experience to ensure that it is effective in discharging its responsibilities . The Nominations and Governance Committee: · • • · leads the process for identifying and making recommendations to the Board of candidates for appointment as directors of the Company, giving full consideration to succession planning and the leadership needs of the Group; makes recommendations to the Board on the composition of the Nominations and Governance Committee and the composition and chairmanship of the Audit and Remuneration Committees; regularly reviews the structure, size and composition of the Board, including the balance of skills, knowledge and experience and the independence of the non-executive directors, and makes recommendations to the Board with regard to any change; and is responsible for the oversight of all matters relating to corporate governance, bringing any issues to the attention of the Board. The Nominations and Governance Committee meets periodically when required . No one other than a member of the Nominations and Governance Committee is entitled to be present at its meetings . Other non-executive directors and external advisers may be invited to attend. The Nominations and Governance Committee usually meets two or three times each year but this year, in order to address the matter of the Chief Executive’s succession, it met six times as a body. Committee members were also additionally involved in the assessment and interview of potential successors to the Chief Executive, a process in which they were supported by MWM Consulting . Vodafone            Group Plc Annual Report 2008 67

Vodafone — Governance Corporate            Governance            continued Remuneration            Committee The members            of the Remuneration            Committee            during the year, together            with a record of their attendance            at scheduled             meetings            which they were eligible to attend, are set out below: Meetings attended Luc Vandevelde, Chairman 5/5 Simon Murray (from 23 July 2007) 3/4 Professor            Jürgen Schrempp 4/5 Anthony            Watson 5/5 Philip Yea 5/5 Dr Michael            Boskin (until 23 July 2007) 2/2 · · • • hosting investors and analysts sessions at which senior management from relevant operating companies deliver presentations which provide an overview of each of the individual businesses and operations; attendance by senior executives across the business at relevant meetings and conferences throughout the year; responding to enquiries from shareholders and analysts through the Company’s Investor Relations team; and a section dedicated to shareholders on the Company’s corporate website, www.vodafone .com. The responsibilities of the Remuneration Committee include the following: Overall responsibility for ensuring that there is effective communication with investors and that the Board understands the views of major shareholders on matters such as governance and strategy rests with the Chairman, who makes himself available to meet shareholders for this purpose . The senior independent director and other members of the Board are also available to meet major investors on request. The senior independent director has a specific responsibility to be available to shareholders who have concerns, for whom contact with the Chairman, Chief Executive or Chief Financial Officer has either failed to resolve their concerns, or for whom such contact is inappropriate . At the 2007 AGM, the shareholders approved amendments to the Articles which enabled the Company to take advantage of the provision in the Companies Act 2006 (effective from 20 January 2007) to communicate with its shareholders electronically . Following that approval, unless a shareholder has specifically asked to receive a hard copy, they will receive notification of the availability of the Annual Report on the Company’s website www.vodafone .com. For the 2008 financial year, shareholders will receive the Notice of Meeting and form of proxy in paper through the post unless they have previously opted to receive email communications . Shareholders continue to have the option to appoint proxies and give voting instructions electronically . The principal communication with private investors is via the Annual Report and through the AGM, an occasion which is attended by all the Company’s directors and at which all shareholders present are given the opportunity to question the Chairman and the Board as well as the Chairmen of the Audit, Remuneration and Nominations and Governance Committees . After the AGM, shareholders can meet informally with directors . A summary presentation of results and development plans is also given at the AGM before the Chairman deals with the formal busine ss of the meeting . The AGM is broadcast live on the Group’s website, www.vodafone .com, and a recording of the webcast can subsequently be viewed on the website. All substantive resolutions at the Company’s AGMs are decided on a poll. The poll is conducted by the Company’s Registrars and scrutinised by Electoral Reform Services . The proxy votes cast in relation to all resolutions, including details of votes withheld, are disclosed to those in attendance at the meeting and the results of the poll are published on the Company’s website and announced via the regulatory news service. Financial and other information is made available on the Company’s website, www.vodafone .com, which is regularly updated . Political donations At the 2006 AGM, the directors sought and received a renewal of shareholders’ approval for a period of three years (until the AGM in 2009) to enable the Group to make donations to EU Political Organisations or EU Political Expenditure, under the relevant provisions of the Political Parties, Elections and Referendums Act 2000. The approval given restricts such expenditure for each year until the AGM in 2009 to an aggregate amount of £100,000 (£50,000 in respect of donations to EU Political Organisations and £50,000 in respect of EU Political Expenditure) . Neither the Company nor any if its subsidiaries have made any political donations during the year. With effect from 1 October 2007, the relevant provisions governing political donations in the Companies Act 1985 have been replaced by similar provisions in Part 14 of the Companies Act 2006. Although the existing shareholder approval in respect of political donations does not expire until the Company’s AGM in 2009, Part 14 of the Companies Act 2006 is technically different to the relevant · · · determining, on behalf of the Board, the Company’s policy on the remuneration of the Chairman, the executive directors and the senior management team of the Company; determining the total remuneration packages for these individuals, including any compensation on termination of office; and appointing any consultants in respect of executive directors’ remuneration . The Chairman and Chief Executive may attend the Remuneration Committee’s meetings by invitation . They do not attend when their individual remuneration is discussed and no director is involved in deciding his own remuneration . Further information            on the Remuneration            Committee’s            activities            is contained            in “Directors’ Remuneration” on pages 71 to 81. Executive            Committee The executive directors, together with certain other Group functional heads and regional chief executives, meet 12 times a year as the Executive Committee under the chairmanship of the Chief Executive . The Executive Committee is responsible for the day-to-day management of the Group’s businesses, the overall financial performance of the Group in fulfilment of strategy, plans and budgets and Group capital structure and funding. It also reviews major acquisitions and disposals . The members of the Executive Committee and their biographical details are set out on pages 62 and 64. Company Secretary The Company Secretary acts as Secretary to the Board and to the committees of the Board and, with the consent of the Board, may delegate responsibility for the administration of the Committees to other suitably qualified staff. He: · • • assists the Chairman in ensuring that all directors have full and timely access to all relevant information; is responsible for ensuring that the correct Board p rocedures are followed and advises the Board on corporate governance matters; and administers the procedure under which directors can, where appropriate, obtain independent professional advice at the Company’s expense . The appointment            or removal of the Company            Secretary            is a matter for the Board as a whole. Relations            with shareholders The Company is committed to communicating its strategy and activities clearly to its shareholders and, to that end, maintains an active dialogue with investors through a planned programme of investor relations activities . The investor relations programme includes: • • • formal presentations            of full year and half-yearly results and interim management            statements; briefing meetings with major institutional shareholders in the UK, the US and in Continental Europe after the half-yearly results and preliminary announcement, to ensure that the investor community receives a balanced and complete view of the Group’s performance and the issues faced by the Group; regular meetings with institutional investors and analysts by the Chief Executive and the Chief Financial Officer to discuss business performance; 68 Vodafone Group Plc Annual Report 2008

provisions of the Companies Act 1985 and, consequently, to avoid any confusion, the directors, on a precautionary basis, are bringing this matter again to shareholders and the terms of this year’s resolution have been adjusted to reflect the different technical requirements of Part 14 of the Companies Act 2006. It remains the policy of the Company not to make political donations or incur political expenditure as those expressions are normally understood . However, the directors consider that it is in the best interests of shareholders for the Company to participate in public debate and opinion-forming on matters which affect its business . To avoid inadvertent infringement of the Companies Act 2006, the directors are seeking shareholders’ authority for the Company and its subsidiaries to make political donations and to incur political expenditure during the period from the date of the AGM to the conclusion of the AGM in 2012 or 29 July 2012, whichever is the earlier, up to a maximum aggregate amount of £100,000 per year. Internal control The Board has overall responsibility for the system of internal control. A sound system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The process of managing the risks associated with social, environmental and ethical impacts is also discussed under “Performance — Corporate Responsibility” on pages 59 to 61. The Board has established procedures that implement in full the Turnbull Guidance “Internal Control: Revised Guidance for Directors on the Combined Code” for the year under review and to the date of approval of the Annual Report. These procedures, which are subject to regular review, provide an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. See page 83 for management’s report on internal control over financial reporting . Monitoring            and review            activities There are clear processes            for monitoring            the system of internal control and reporting            any significant            control failings or weaknesses             together            with details of corrective            action. These include: • • • • a formal annual confirmation provided by the Chief Executive Officer and Chief Financial Officer of each Group company certifying the operation of their control systems and highlighting any weaknesses, the results of which are reviewed by regional management, the Audit Committee and the Board; a review of the quality and timeliness of disclosures undertaken by the Chief Executive and the Chief Financial Officer which includes formal annual meetings with the operating company or regional chief executives and chief financial officers and the Disclosure Committee; periodic examination of business processes on a risk basis including reports on controls throughout the Group undertaken by the Group Internal Audit Department who report directly to the Audit Committee; and reports from the external auditors, Deloitte & Touche LLP, on certain internal controls and relevant financial reporting matters, presented to the Audit Committee and management . Any controls and procedures, no matter how well designed and operated, can provide only reasonabl e and not absolute assurance of achieving the desired control objectives . Management is required to apply judgement in evaluating the risks facing the Group in achieving its objectives, in determining the risks that are considered acceptable to bear, in assessing the likelihood of the risks concerned materialising, in identifying the Company’s ability to reduce the incidence and impact on the business of risks that do materialise and in ensuring that the costs of operating particular controls are proportionate to the benefit. Review of effectiveness The Board and the Audit Committee have reviewed the effectiveness of the internal control system, including financial, operational and compliance controls and risk management, in accordance with the Code for the period from 1 April 2007 to the date of approval of this Annual Report. No significant failings or weaknesses were identified during this review. However, had there been any such failings or weaknesses, the Board confirms            that necessary            actions would have been taken to remedy them. Disclosure            controls            and procedures The Company maintains “disclosure controls and procedures”, as such term is defined in Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in reports the Company files or submits under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including the Company’s Group Chief Executive and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure . The directors, the Chief Executive and the Chief Financial Officer have evaluated the effectiveness of the disclosure controls and procedures and, based on that evaluation, have concluded that the disclosure controls and procedures are effective at the end of the period covered by this Annual Report. Auditors Following a recommendation by the Audit Committee and, in accordance with Section 384 of the Companies Act 1985, a resolution proposing the reappointment of Deloitte & Touche LLP as auditors to the Company will be put to the 2008 AGM. In its assessment of the independence of the auditors and in accordance with the US Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees”, the Audit Committee receives in writing details of relationships between Deloitte & Touche LLP and the Company that may have a bearing on their independence and receives confirmation that they are independent of the Company within the meaning of the securities laws administered by the SEC. In addition, the Audit Committee pre-approves the audit fee after a review of both the level of the audit fee against other comparable companies, including those in the telecommunications industry, and the level and nature of non-audit fees, as part of its review of the adequacy and objectivity of the audit process. In a further measure to ensure auditor independence is not compromised, policies provide for the pre-approval by the Audit Committee of permitted non-audit services by Deloitte & Touche LLP. For certain specific permitted services, the Audit Committee has pre-approved that Deloitte & Touche LLP can be engaged by Group management subject to specified fee limits for individual engagements and fee limits for each type of specific service permitted . For all other services, or those permitted services that exceed the specified fee limits, the Chairman of the Audit Committee, or in his absence another member, can pre-approve services which have not been pre-approved by the Audit Committee . In addition to their statutory duties, Deloitte & Touche LLP are also employed where, as a result of their position as auditors, they either must, or are best placed to, perform the work in question . This is primarily work in relation to matters such as shareholder circulars, Group borrowings, regulatory filings and certain business acquisitions and disposals . Other work is awarded on the basis of competitive tender. During the year, Deloitte & Touche LLP and its affiliates charged the Group £7 million (2007: £7 million, 2006: £4 million) for audit and audit-related services and a further £2 million (2007: £3 million, 2006: £4 million) for non-audit assignments . An analysis of these fees can be found in note 4 to the Consolidated Financial Statements . Vodafone            Group Plc Annual Report 2008 69

Vodafone — Governance Corporate            Governance            continued US listing            requirements The Company’s ADSs are listed on the NYSE and the Company is, therefore, subject to the rules of the NYSE as well as US securities laws and the rules of the SEC. The NYSE requires US companies listed on the exchange to comply with the NYSE’s corporate governance rules but foreign private issuers, such as the Company, are exempt from most of those rules. However, pursuant to NYSE Rule 303A.11, the Company is required to disclose a summary of any significant ways in which the corporate governance practices it follows differ from those required by the NYSE for US companies . The differences are as follows: Independence · • • The Company’s Nominations and Governance Committee and Remuneration Committee have terms of reference and composition that comply with the Combined Code requirements . The Nominations and Governance Committee is chaired by the Chairman of the Board, and its other members are non-executive directors of the Company and the Chief Executive . The Audit Committee is composed entirely of non-executive directors whom the Board has determined to be independent and who meet the requirements of Rule 10A-3 of the Securities Exchange Act. The Company considers that the terms of reference of these committees, which are available on its website at www.vodafone .com, are generally responsive to the relevant NYSE rules but may not address all aspects of these rules. Corporate            governance            guidelines • • NYSE rules require that a majority of the Board must be comprised            of independent            directors and the rules include detailed tests that US companies must use for determining            independence . The Combined            Code requires a company’s            board of directors            to assess and make a determination            as to the independence            of its directors . • • While the Board does not explicitly take into consideration the NYSE’s detailed tests, it has carried out an assessment based on the requirements of the Combined Code and has determined in its judgement that all of the non-executive directors are independent within those requirements . At the date of this Annual Report, the Board comprised the Chairman, three executive directors and ten non-executive directors . Committees Under NYSE rules, US companies            must adopt and disclose corporate            governance            guidelines . Vodafone has posted its statement of compliance with the Combined Code on its website at www.vodafone .com. The Company has also adopted a Group Governance and Policy Manual which provides the first level of the framework within which its businesses operate. The Manual applies to all directors and employees . The Company considers that its corporate governance guidelines are generally responsive to, but may not address all aspects of, the relevant NYSE rules. The Co mpany has also adopted a corporate Code of Ethics for senior executives, financial and accounting officers, separate from and additional to its Business Principles . A copy of this code is available on the Group’s website at www.vodafone .com. External auditors The Committee reviewed the letter from Deloitte & Touche LLP confirming their independence and objectivity . It also reviewed and approved the scope of non-audit services provided by Deloitte & Touche LLP to ensure that there was no impairment of independence . The Committee approved the scope and fees for audit services provided by Deloitte & Touche LLP and confirmed the wording of the recommendations put by the Board to the shareholders on the appointment and retention of the external auditors . Private meetings            were held with Deloitte & Touche LLP to ensure that there were no restrictions            on the scope of their audit and to discuss any items the auditors did not wish to raise with management            present. Internal            audit The Committee            engaged            in discussion and review of the Group Audit Department’s            audit plan for the year, together            with its resource requirements . Private meetings were held with the Group Audit Director . Audit Committee            effectiveness The Audit Committee            conducts            a formal review of its effectiveness            annually            and concluded            this year that it was effective             and able to fulfil its terms of reference . [Graphic Appears Here] Dr Michael            Boskin On behalf of the Audit Committee · NYSE rules require US companies to have a nominating and corporate governance committee and a compensation committee, each composed entirely of independent directors with a written charter that addresses the Committees’ purpose and responsibilities . Report            from the Audit            Committee The composition            of the Audit Committee            is shown in the table on page 67 and its terms of reference            are discussed            under “Board committees — Audit Committee” . During the year ended 31 March 2008, the principal            activities            of the Committee            were as follows: Financial            statements The Committee considered reports from the Chief Financial Officer and the Director of Financial Reporting on the half-year and annual financial statements . It also considered reports from the external auditors, Deloitte & Touche LLP, on the scope and outcome of the half-year review and annual audit. The financial statements            were reviewed            in the light of these reports and the results of that review reported            to the Board. Risk management            and internal            control The Committee reviewed the process by which the Group evaluated its control environment, its risk assessment process and the way in which significant business risks were managed . It also considered the Group Audit Department’s reports on the effectiveness of internal controls, significant frauds and any fraud that involved management or employees with a significant role in internal controls . The Committee was also responsible for oversight of the Group’s compliance activities in relation to section 404 of the Sarbanes -Oxley Act. The Committee also reviewed arrangements by which staff could, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. This was achieved through using existing reporting procedures and a website with a dedicated anonymous email feature. 70Vodafone            Group Plc Annual Report 2008

Directors’ Remuneration Dear Shareholder The Vodafone Remuneration Committee commissioned a review of the reward package for the executive directors during the 2008 financial year. The objective was to consider the effectiveness of the reward arrangements in aligning with our strategy and shareholder interests . As a result, the Remuneration Committee has updated the remuneration policy, reward structure and market positioning for the coming years. The key principles            adopted for the updated Vodafone            remuneration            policy are as follows: • • • • ensure a competitive total remuneration package as benchmarked against relevant companies and markets; provide the opportunity for significant reward upside only if: — truly exceptional performance is delivered; and — participants invest their own money; deliver a high proportion of total remuneration through performance related equity payments; and drive alignment to our strategy, to create shareholder value, and reinforce shareholder alignment . In order to fulfil this policy, the following            key changes are being made to the components            of directors’ remuneration: • • • the long term incentive structure is being simplified — awards will be made in performance shares only; the vesting of performance shares will be based upon a combination of operational and equity performance measures; and participants will be invited to invest their own money in order to maximise their long term award. The Remuneration Committee continues to monitor how well incentive awards made in previous years align with the Company’s performance . We are confident that forecast rewards are commensurate with performance . This financial year we have taken the opportunity to further align the Vodafone reward package to the strategy and shareholder interests . In particular, this Remuneration Report outlines the detailed changes to the Global Long Term Incentive Plan (“GLTI”) for the 2009 financial year. This plan operates under the existing plan rules which were approved in 2006. As a result there will be no separate resolution for the amendments . However, the Remuneration Committee always takes an active interest in shareholder views and the voting on the Remuneration Report. As such, it hopes to receive your support at the AGM on 29 July 2008. [Graphic Appears Here] Luc Vandevelde Chairman            of the Remuneration            Committee 27 May 2008 Remuneration            Committee The Remuneration Committee is comprised to exercise independent judgement and consists only of independent non-executive directors . The Remuneration Committee had five scheduled and a number of other ad hoc meetings during the year. For further details, the terms of reference can be found on page 68. Remuneration            Committee Chairman            Luc Vandevelde Committee members            Dr Michael            Boskin (left on 23 July 2007) Simon Murray (joined on 25 July 2007) Professor            Jürgen Schrempp Anthony            Watson Philip Yea Management            attendees Chief Executive            Arun Sarin Group HR Director            Terry Kramer Group Reward & Recognition            Director            Tristram            Roberts External advisers During the year, Towers Perrin supplied market data and advice on market practice and governance . PricewaterhouseCoopers LLP and Kepler Associates provided performance analysis and advice on plan design and performance measures . The advisers also provided advice to the Company on general human resource and compensation related matters. In addition, PricewaterhouseCoopers LLP also provided a broad range of tax, share scheme and advisory services to the Group during 2008. Contents The detail of this Remuneration            Report is set out over the following            pages, as follows: • • • • • • • • Review of the executive            directors’ remuneration How the executive            directors            were paid in the 2008 financial year Changes to how the executive directors will be paid in the 2009 financial year Grants made and payouts received in the 2008 financial year Other elements of directors’ packages Non-executive directors’ remuneration Other considerations Audited information Vodafone            Group Plc Annual Report 2008 71

Vodafone — Governance Directors’ Remuneration            continued Review            of the executive            directors’ remuneration The Remuneration            Committee            commissioned            a full review of the reward arrangements            for the Vodafone             executive            directors            in the 2008 financial year. The remuneration            policy was last amended            in 2002. Remuneration            policy Vodafone wishes to provide a level of remuneration which attracts, retains and motivates executive directors of the highest calibre. To maximise the effectiveness of the remuneration policy, careful consideration will be given to aligning the remuneration package with shareholder interests and with best practice . The aim is to target an appropriate level of remuneration for managing the business in line with the strategy . There will be the opportunity for executive directors to achieve significant upside for truly exceptional performance . In setting total remuneration, the Remuneration Committee will consider a relevant group of comparators . Comparators will be selected on the basis of the role being considered . Typically, no more than three reference points will be used. These will be as follows: top European companies, top UK companies and, particularly for scarce skills, the relevant market in question . These comparators reflect the fact that currently the majority of the business is in Europe, the Company’s primary listing is in the UK and that the Remuneration Committee is aware that in some markets, the competition is tough for the very best talent. A high proportion of total remuneration will be awarded through short term and long term performance related remuneration . The Remuneration Committee believes that incorporating and setting appropriate performance measures and targets in the package is paramount — this will be reflected in an appropriate balance of operational and equity performance . Finally, to fully embed the link to shareholder alignment, all executive directors are expected to meet and comply with the rigorous and stretching share ownership requirements set by the Remuneration Committee . Changes            to the package The review of executive            directors’ remuneration            has had the following            high level impact on the package for the 2009 financial year: Rationale            for changes The key purposes            of making the changes are as follows: • Link to strategy Focusing            on driving the key measures            of underlying            business             performance together            with upside for strong market value performance . • Shareholder            alignment Increasing            the co-investment            opportunity and moving it from a two year deferral to a three year investment should increase the participants’ holdings in the Company . • Simplification Moving to one long-term incentive            vehicle (shares) simplifies            the long-term arrangements . Impact            of changes            on package Comparison            of estimated            values for the Chief Executive            in the 2008 financial            year and the 2009 financial            year The estimated values are used to represent the level of different elements of the package . The analysis below assumes a one times salary co-investment, which is in line with the current opportunity under the DSB plan. The estimated value will be greater the more a participant co-invests (up to two times net salary). Base GLTI options Bonus GLTI performance            shares DSB Co-investment 2008 financial year estimated value 2009 financial year estimated value [Graphic Appears Here] 0 2,000 4,000 6,000 8,000 Estimated value of components            of package £’000 Comparison            of package            structure            for the Chief Executive            in the 2008 financial            year and the 2009 financial             year The Remuneration            Committee            continues            to be comfortable            with the structure of remuneration . Therefore, there is no significant            change to: • • • no change to the base salary policy; no significant change to the annual bonus arrangement; and long term incentives will be awarded in the form of performance shares with an opportunity to co-invest. The Remuneration Committee does not foresee a requirement to award options or use the Deferred Share Bonus (“DSB”) in the immediate future. Vesting will be based on a performance matrix comprised of operational and equity performance . • • the split between            fixed and variable pay; or the split between            short term and long term pay (though note that all long term remuneration            is now received            over three years). The actual percentages            depend on the participant’s            level of co-investment . These            changes            are summarised            in the following            table: Reward            elements 2007/08 measures 2008/09 measures Annual            bonus            Business            KPIs            Business            KPIs DSB            Free cash flow            Not applicable Share            options            EPS            Not applicable Performance            shares            Total shareholder            return (“TSR”) Free cash flow and TSR Co-investment            Not applicable            Free cash flow and TSR 72Vodafone            Group Plc Annual Report 2008

How the executive directors were paid in the 2008 financial year The table below summarises the plans used to reward the executive directors in the 2008 financial year. Details on performance measures, the link to strategy and grant policy are also included. 2007/08 performance measure(s) Purpose – link to strategy Grant policy Base salary 2007/08 • Not applicable • Reflects competitive market level, role and individual • Set annually at 1 July contribution Annual bonus 2007/08 Group Short • Adjusted operating profit (30%) • One year KPIs against budget and linked to performance • Target bonus is 100% of Term Incentive Plan • Free cash flow (20%) targets – delivered in either cash or deferred into shares salary earned over the (“GSTIP”)(1) • Service revenue (25%) (see DSB below) financial year, with 200% · Total communications • Three key measures: Adjusted operating profit, service maximum available for revenue (10%) revenue and free cash flow – cover the key financial elements exceptional performance · Customer delight (15%) of the strategy (revenue stimulation, cost control • The Remuneration and overall growth in EMAPA) Committee reviews and · Total communications revenue continues to focus attention sets the GSTIP on this important element of the strategy performance targets · Customer delight – satisfied customers directly impact on an annual basis our key financial metrics Bonus deferral arrangement 2007 Deferred Share • Two year cumulative adjusted • If executive directors choose to defer their annual bonus • The entire bonus must Bonus (“DSB”) free cash flow into shares, then they will be eligible for an award of be deferred into shares to · The target for the June 2007 matching shares under the DSB arrangement equal to 50% participate in the DSB award was a hurdle of 85% of of the value of the deferred bonus conditionally awarded · 50% of the value of the the Long Range Plan target over in shares deferred bonus the 2008 and 2009 financial years • The matching award is earned by achievement of the conditionally awarded performance target over the following two years in shares · Incentivises the purchase of shares to meet share ownership guidelines. This acts as a key part of alignment with shareholders’ interests Long term incentives 2007 Global Long Term • Three year cumulative growth • GLTI share options have a ten year term and will vest after • Annual grants are made Incentive Plan (“GLTI”) in adjusted EPS three years, subject to performance achievement. To the in July share options • For the July 2007 grants, the extent that the performance target is not met, the options • The number of shares performance range was 5% – 8% p.a. will lapse (re-testing is not permitted) granted are based on · As in previous years, 25% • The share options incentivise underlying business growth expected values vests at threshold (5% p.a.) through earnings and only deliver value if the share price • For the Chief Executive, with a straight line up to increases. The price at which shares can be acquired on the expected value is 75% 100% vesting at maximum option exercise will be no lower than the market value of of base salary (8% p.a.) the shares on the day prior to the date of grant of the options • For the other executive · In setting this target, the directors the expected Remuneration Committee took value is 60% of base salary the internal Long Range Plan, market expectations and market practice into account 2007 GLTI performance • Relative Total Shareholder Return • Awards will vest to the extent that the performance • Annual grants are made shares (“TSR”) against the top 50% of condition has been satisfied at the end of the three-year in July companies in the FTSE Global performance period. To the extent that the performance • The number of shares Telecommunications Index by target is not met, the awards will be forfeited granted are based on market capitalisation • The performance shares focus on shareholder alignment expected values · 25% vests for achieving median through the TSR performance condition and through the • For the Chief Executive, performance in the comparator delivery of the award in shares the expected value is group with a straight line up to 175% of base salary 100% vesting for achieving upper • For the other executive quintile performance relative to directors expected value is the comparator group 140% of base salary Note: (1) GSTIP targets are not disclosed as they are commercially sensitive. Vodafone Group Plc Annual Report 2008 73

Vodafone — Governance Directors’ Remuneration            continued Changes            to how the executive            directors            will be paid in the 2009 financial            year The following            page sets out the changes made as part of the 2008 review together            with further details of the long term incentive            plan. 2008/09 performance            measure(s) Base salary 2008/09 • No changes Annual            bonus 2008/09 Group Short • Adjusted            operating            profit (25%) Term            Incentive            Plan • Free cash flow (25%) • Total service revenue (25 %) • Total communications revenue (10 %) • Customer            delight (15%) Long term incentives All long term • Three year cumulative            adjusted arrangements            free cash flow • Relative            TSR out- performance over three years against the peer group Change and rationale Grant policy • No changes • Set annually            on 1 July · Rebalancing of the performance measures — free cash flow weighting increased by 5%, operating profit weighting reduced by 5% · The existing measures are felt to cover the key short term measurable elements of the strategy · Target bonus is 100% of salary earned over the financial year, with 200% maximum available for exceptional performance · The Remuneration Committee reviews and sets the GSTIP performance targets on an annual basis · No share option awards or Deferred Share Bonus awards will be made in the 2009 financial year · There will be a GLTI base award, delivered in shares after three years subject to free cash flow and TSR performance measures · There will be the opportunity to co-invest in order to receive an award of shares, which will mirror the conditions of the GLTI base award · Annual awards made in July · The base award for the Chief Executive will have a maximum face value of 550% · The matching award will depend on the level of co-investment 2009 financial            year GLTI performance            shares The long term incentive will be delivered in performance shares. Vesting will be subject to a combination of two performance conditions — adjusted free cash flow and relative total shareholder return. Award and co-investment The vesting percentages are applied to the face values awarded under the base and matching awards. The base award for the Chief Executive will have a face value of 137.5% of base salary. This base award can vest up to a maximum of 550% of base salary (i.e. 137.5% multiplied by maximum vesting of 400%) (see the combined vesting matrix below). In addition, participants will have the opportunity to co-invest their own money in order to receive a m atching award (subject to performance — consistent with base award). Participants will be able to co-invest up to two times net salary. The co-investment will receive a matching award with a face value of 50% of the grossed -up investment . The matching            award will vest in the same way as the base award (see the combined vesting matrix below). The co-investment element is designed            to further increase shareholder            alignment, by encouraging            executive            directors to attain their stretching share ownership              guidelines            earlier. Underlying operational            performance — adjusted            free cash flow The free cash flow performance            is based on a three year cumulative            adjusted            free cash flow figure. The target and range are set out in the table below: Vesting Performance £bn            percentage Threshold 15.5 50 % Target 17.5 100 % Superior 18.5 150 % Maximum 19.5 200 % TSR out-performance of a peer group median The out-performance of a peer group median is felt to be the most appropriate TSR measure . The rationale for this is that Vodafone has a limited number of peers, therefore using a smaller group makes operating a ranking system more complicated . The peer group for the TSR out-performance            measure            for the awards to be made in the 2009 financial year is as follows: • • • • • • BT Group Deutsche            Telekom France Telecom Telecom Italia Telefonica Emerging            market composite — made up of the average TSR performance            of three companies: Bharti, MTN and Turkcell The TSR performance will act as a multiplier on the percentage vesting under the operational performance . There will be no increase in vesting until TSR performance exceeds median, at which point the multiplier will increase up to two times on a linear basis to upper quintile performance, as set out in the vesting table below: Out-performance Performance            of peer group median            Increase Median 0.0% p.a. No            increase 65th percentile 4.5% p.a. 1.5 times 80th percentile (upper quintile) 9.0% p.a. 2.0 times The performance            measure            has been calibrated            using statistical            techniques . Combined            vesting            matrix The combination            of the performance            measures            gives a final vesting matrix as follows: Free cash flow performance            TSR performance Up to Median 65 th 80 th Threshold 50 % 75 % 100 % Target 100 % 150 % 200 % Superior 150 % 225 % 300 % Maximum 200 % 300 % 400 % The target free cash flow level is set by reference            to the Company’s            three year plan and market expectations . The Remuneration            Committee            consider            the t arget to be a stretching            one. 74Vodafone Group Plc Annual Report 2008

Grants made and payouts received in the 2008 financial year(1) Annual bonus and share grants made to executive directors in the 2008 financial year (percentages of base salary) Annual Bonus            Arun Sarin            Vittorio Colao            Andy Halford Target award/Maximum award 100%/200% 100%/200% 100%/200% Bonus deferral arrangement Face value of DSB matching shares awarded in June 2007 50% of bonus deferred 50% of bonus deferred 50% of bonus deferred Long term incentives Face value of GLTI performance shares awarded in July 2007 389% 311% 311% Face value of GLTI share options awarded in July 2007 750% 600% 600% What the executive directors received in the 2008 financial year(2) Base salary            Arun Sarin             Vittorio Colao            Andy Halford Basic salary received £1,310,160 £830,000 £631,500 Annual Bonus Target            Actual             Target            Actual            Target            Actual 2007/08 GSTIP(3) £1,310,160 £2,130,320 £830,000 £1,290,650 £631,500 £1,026,819 Bonus deferral arrangement Shares granted Shares vested Shares granted Shares vested Shares granted Shares vested STIP matching shares awarded in June 2005 1,260,747 1,180,479 N/A N/A N/A N/A Long term incentives Shares granted Shares vested Shares granted Shares vested Shares granted Shares vested(4) GLTI performance shares awarded in July 2004 2,016,806 576,806 N/A N/A 135,617 135,617 GLTI share options awarded in July 2004 7,058,823 3,536,470 N/A N/A 226,808 226,808 Notes: (1) More information on KPIs, against which Group performance is measured, can be found in “Performance – Key Performance Indicators” on pages 30 to 31. (2) The amounts shown in the table are also disclosed in the appropriate tables in the audited information section, beginning on page 77. (3) The 2008 financial year GSTIP bonus targets were exceeded. The payout achieved for the Chief Executive was 162.6%. (4) These awards were granted prior to joining the Executive Committee and different performance conditions apply. Other elements of directors’ packages Share ownership requirements Pensions The share ownership requirements for executive directors are set out in the table below. Ownership against these requirements is reviewed at 31 March and 30 Arun Sarin is provided with a defined contribution pension arrangement to which September each year. the Company contributes 30% of base salary. Required percentage of basic salary Vittorio Colao has elected to take a cash allowance of 30% of base salary in lieu of Chief Executive 400% pension contributions. Other executive directors 300% Other Executive Committee members 200% Andy Halford is a contributing member of the Vodafone Group Pension Scheme, a UK defined benefit scheme approved by HM Revenue & Customs (“HMRC”). The Service contracts of executive directors scheme provides a benefit of two-thirds of pensionable salary after a minimum The Remuneration Committee has determined that, after an initial term of up to of 20 years’ service. The normal retirement age is 60 but directors may retire two years’ duration, executive directors’ contracts should thereafter have rolling from age 55 with a pension proportionately reduced to account for their shorter terms and be terminable on no more than one year’s notice. All current executive service, but with no actuarial reduction. Andy’s pensionable salary is capped directors’ contracts have an indefinite term (to normal retirement date) and one in line with the Vodafone Group Pension Scheme Rules at £110,000. Andy has year notice periods. No payments should normally be payable on termination elected to take a cash allowance of 30% of base salary in lieu of pension other than the salary due for the notice period and such entitlements under contributions on salary above the scheme cap. incentive plans and benefits that are consistent with the terms of such plans. Further details of the pension benefits earned by the directors in the 2008 Fees retained for external non-executive directorships financial year can be found on page 78. Liabilities in respect of the pension Executive directors may hold positions in other companies as non-executive schemes in which the executive directors participate are funded to the extent directors. In the 2008 financial year, Arun Sarin was the only executive director described in note 25 to the Consolidated Financial Statements. with such a position, held at the Bank of England. He retained fees of £6,000 in relation to this position. Fees were retained in accordance with Group policy. All the individuals referred to above are provided benefits in the event of death in service. They also have an entitlement under a long term disability plan from which two-thirds of base salary, up to a maximum benefit determined by the Vodafone Group Plc Annual Report 2008 75

Vodafone — Governance Directors’ Remuneration            continued All-employee share incentive            schemes The executive directors            are also eligible to participate            in the all-employee plans. Plan            Summary of arrangement Global All-Employee            Share Plan The Remuneration            Committee approved a grant of 320 shares to be made on 2 July 2007 to all permanent            employees . The shares awarded            vest after two years. Other considerations Cascade to senior management The principles of the policy are cascaded, where appropriate, to the other members            of the Executive Committee            as set out below. Cascade of policy to Executive Committee — 2009 financial year Total remuneration            and base salary Methodology            consistent with the Main Board. The annual bonus is based on the same measures . However, in some circumstances            these are across a business area rather than across the whole Group. Policy consistent            with the Main Board. Sharesave The Vodafone Group 1998 Sharesave Scheme is an HMRC approved scheme open to all UK eligible employees . Options under the scheme are granted at up to a 20% discount to market value. Executive directors’ participation is included in the option tables on pages 79 and 80. The Vodafone Share Incentive Plan is an HMRC approved plan open to all eligible UK employees . Participants may contribute up to £125 per month, which the trustee of the plan uses to buy shares on their behalf. An equivalent number of shares are purchased with contributions from the employing company . UK based executive directors are eligible to participate . Annual bonus Long term incentive Dilution All awards are made under plans that incorporate dilution limits as set out in the Guidelines for Share Incentive Schemes published by the Association of British Insurers . The current estimated dilution from subsisting awards, including executive and all-employee share awards, is approximately 3.0% of the Company’s share capital at 31 March 2008 (2.9% at 31 March 2007). Funding A mixture of newly issued shares, treasury shares and shares purchased in the market by the employee benefit trust is used to satisfy share-based awards. This policy is kept under review. Other matters The Share Incentive Plan and the DSB include restrictions on the transfer of shares while the shares are subject to the plan. Where, under an employee share plan operated by the Company, participants are the beneficial owners of the shares, but not the registered owner, the voting rights are normally exercised by the registered owner at the discretion of the participant . All of the Company’s share plans contain provisions relating to a change of control. Outstanding awards and options would normally vest and become exercisable on a change of control, subject to t he satisfaction of any performance conditions at that time. TSR performance (audited            information) The following            chart shows the performance            of the Company            relative to the FTSE100 index. Share Incentive            Plan Non-executive            directors’ remuneration The remuneration            of non-executive            directors            is annually            reviewed            by the Board, excluding             the non-executive            directors . The fees payable are as follows: Fees payable (£’000s) From            From Position/role 1 April 2007 1 April 2008 Chairman 525 560 Deputy Chairman 145 155 Non-executive director 105 110 Chairmanship of Audit Committee 25 25 Chairmanship of Remuneration            Committee 20 20 Chairmanship of Nominations            and Governance            Committee 15 15 In addition, an allowance            of £6,000 is payable each time a non-Europe based non-executive            director is required to travel to attend Board and committee            meetings, to reflect the additional             time commitment            involved . Details of each non-executive            director’s            remuneration            for the 2008 financial year are included            in the table on page 77. Non-executive directors do not participate in any incentive or benefit plans. The Company does not provide any contribution to their pension arrangements . The Chairman is entitled to use of a car and a driver whenever and wherever he is providing his services to or representing the Company . Chairman            and non-executive            directors            service            contracts The Chairman, Sir John Bond, has a contract, that may be terminated            by either party on one year’s notice. Non-executive directors, including the Deputy Chairman, are engaged on letters of appointment that set out their duties and responsibilities . The appointment of non-executive directors may be terminated without compensation . The terms and conditions of appointment of non-executive directors are available for inspection by any person at the Company’s register ed office during normal business hours and at the AGM (for 15 minutes prior to the meeting and during the meeting) . Five year historical            TSR performance            growth in the value of a hypothetical £100 holding over five years. FTSE 100 and FTSE Global Telecoms            comparison            based on spot values [Graphic Appears Here] - - G[___o FTSE 100 o Vodafone Group o FTSE Global Telecoms Graph provided            by Towers Perrin and calculated            according            to a methodology            that is compliant with the requirements of Schedule 7A of the Companies            Act of 1985 Data Sources: FTSE and Datastream . Note: Performance            of the Company shown by the graph is not indicative of vesting levels under the Company’s            various incentive plans. 76Vodafone            Group Plc Annual Report 2008

Audited            information Remuneration            for the year ended 31 March 2008 The remuneration            of current executive            directors ⁽¹⁾ receiving            remuneration            during the year ended 31 March 2008 was as follows: Incentive            Cash in Salary/fees            schemes⁽²⁾ lieu of pension            Benefits            Total 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 £’ 000 £’ 000 £’ 000 £’ 000 £’ 000 £’ 000 £’ 000 £’ 000 £’ 000 £’ 000 Chief Executive Arun Sarin 1,310 1,272 2,130 1,928 — — 155 49 3,595 3,249 Executive            directors Vittorio Colao 830 383 1,291 500 249 115 594 58 2,964 1,056 Andy Halford 632 592 1,027 897 156 145 31 56 1,846 1,690 Total 2,772 2,247 4,448 3,325 405 260 780 163 8,405 5,995 Notes: (1) Former executive director, Thomas Geitner, received the final payments under his compromise agreement during the year ended 31 March 2008. These included cash payments of £287,000 and benefit costs of £1,000. These payments were disclosed within the total compensation costs for Thomas Geitner in the 2007 Annual Report. The payments were staggered, and conditional on not joining a competitor. (2) These figures are the cash payouts from the 2008 financial year Vodafone Group Short Term Incentive Plan applicable to the year ended 31 March 2008. These awards are in relation to the performance against targets in adjusted operating profit, service revenue, free cash flow, total communications revenue and customer delight for the financial year ended 31 March 2008. The remuneration of the non-executive directors serving during the year⁽¹⁾ ended 31 March 2008 was as follows: Salary/fees            Benefits            Total 2008 2007 2008 2007 2008 2007 £’ 000 £’ 000 £’ 000 £’ 000 £’ 000 £’ 000 Chairman Sir John Bond 540 363 13 11 553 374 Deputy            Chairman John            Buchanan 145 119 10 15 155 134 Non-executive            directors Dr Michael            Boskin 166 139 12 — 178 139 Lord Broers 35 95 — 14 35 109 Anne            Lauvergeon 105 95 — — 105 95 Professor            Jürgen Schrempp 105 95 — — 105 95 Luc Vandevelde 125 110 10 1 135 111 Philip Yea 105 95 — — 105 95 Anthony            Watson 105 87 8 — 113 87 Nick Land 105 32 10 — 115 32 Alan Jebson 135 32 12 — 147 32 Simon Murray 79 — — — 79 - Total 1,750 1,262 75 41 1,825 1,303 Note: (1) Former non-executive            director, Lord MacLaurin, received consulting            fees of £125,000 during the year, together with continued            benefits valued at £34,000 from his previous arrangements . The aggregate            remuneration            paid by the Company            to its collective            senior management ⁽¹⁾ for services             for the year ended 31 March 2008, is set out below. The aggregate            number            of senior management            at 31 March 2008 was seven, one fewer than at 31 March 2007. 2008 2007 £’ 000 £’ 000 Salaries            and fees 3,255 3,817 Incentive            schemes (2) 4,964 4,752 Cash in lieu of pension 279 248 Benefits/Other 1,713 6,980 Total 10,211 15,797 Notes: (1) Aggregate remuneration for senior management is in respect of those individuals who were members of the Executive Committee during the year ended 31 March 2008, other than executive directors, and reflects compensation paid from either 31 March 2007 or date of appointment to the Executive Committee, to 31 March 2008 or date of leaving, where applicable. (2) Comprises the incentive scheme information for senior management on an equivalent basis to that disclosed for directors in the table at the top of this page. Details of share incentives awarded to directors and senior management are included in footnotes to “Medium term incentives” and “Long term incentives” on pages 78 and 79. Vodafone Group Plc Annual Report 2008 77

Vodafone — Governance Directors’ Remuneration            continued Pensions Pension benefits earned by the directors            serving during the year ended 31 March 2008 were: Transfer            value            Employer Change            in            Change            in            of change in            allocation/ Change            in            transfer            value            accrued            accrued            contribution Total accrued            accrued            Transfer            Transfer            over year less            benefit in            benefit net of             to defined benefit at 31 benefit over            value at 31 value at 31 member            excess of            member            contribution March 2008⁽¹⁾ the year⁽¹⁾ March 2007⁽²⁾ March 2008⁽²⁾ contributions            inflation            contributions             plans⁽³⁾ £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Arun Sarin — — — — — — — 393.0 Vittorio Colao⁽⁴⁾ — — — — — — — - Andy Halford⁽⁵⁾ 20.6 3.7 223.4 316.4 89.1 3.0 42.3 - Notes: (1) The accrued pension benefits earned by the directors are those which would be paid annually on retirement, based on service to the end of the year, at the normal retirement age. The increase in accrued pension excludes any increase for inflation. (2) The transfer values have been calculated on the basis of actuarial advice in accordance with the Faculty and Institute of Actuaries’ Guidance Note GN11. No director elected to pay additional voluntary contributions. The transfer values disclosed above do not represent a sum paid or payable to the individual director. Instead they represent a potential liability of the pension scheme. (3) Arun Sarin’s pension contributions were split between £169,000 into the Vodafone’s UK defined contribution scheme and £224,000 into an unfunded defined contribution arrangement. The latter gives rise to a liability held on the Consolidated Balance Sheet. (4) Vittorio Colao has elected to t ake a 30% pension allowance as cash. This allowance is included in the ‘cash in lieu of pension’ category for the year in the table on page 77. (5) Andy Halford is a member of the Vodafone’s UK defined benefit scheme for salary up to the scheme cap of £110,000. On base salary in excess of this cap he receives 30% pension allowance, which he has elected to take as cash. This allowance is included in the ‘cash in lieu of pension’ category for the year in the table on page 77. In respect of senior management, the Group has made aggregate            contributions            of £1.1 million into pension schemes . Directors’ interests            in the shares            of the Company Medium            term incentives Conditional awards of ordinary shares made to executive directors under the STIP/Deferred Share Bonus, and dividends on those shares paid under the terms of the Company’s dividend reinvestment plan, are shown below. STIP shares which vested and were sold or transferred during the year ended 31 March 2008 are also shown below. Total interest            Conditional            DSB            matching            Shares sold or            transferred            Shares forfeited            during the in STIP/DSB            at            awards made in the            during the year in respect            year in respect of the            Total interest             in DSB 1 April 2007 2008 financial            year            of the 2005 financial            year⁽¹⁾ 2005 financial            year            at 31 Mar ch 2008 Value at date            In respect            In respect of            In respect            In respect of Number            Number            of award⁽²⁾⁽³⁾ of base            enhancement            of base            enhancement             Number            Total value⁽⁵⁾ of shares            of shares £’000 awards             shares            awards            shares            of shares⁽⁴⁾ £’000 Arun Sarin 1,880,051 592,974 964 840,498 339,981 — 80,268 1,212,278 1,829 Vittorio Colao — 153,671 250 — — — — 153,671 232 Andy Halford 240,840 275,820 448 — — — — 516,660 780 Notes: (1) Shares in respect of the STIP awards for the 2005 financial year were transferred on 2 July 2007. (2) Previously disclosed as the annual incentive value with the directors’ emoluments for the year ended 31 March 2007. (3) For awards granted during the 2008 financial year, the value at date of award is based on the price of the Company’s ordinary shares on 15 June 2007 of 162.6 pence. The performance period for this grant ends on 31 March 2009, with the shares vesting on 15 June 2009. (4) There are two outstanding awards, which have performance periods ending on 31 March 2008 and 31 March 2009. (5) The value at 31 March 2008 is calculated using the closing middle market price of the Company’s ordinary shares at 31 March 2008 of 150.9 pence. The aggregate            number of shares conditionally            awarded            during the year under the Deferred            Share Bonus to the Company’s            senior management, other than execu tive directors, is 969,346 . For a description            of the performance            and vesting conditions, see “2007 Deferred            Share Bonus” in the table on page 73. 78 Vodafone            Group Plc Annual Report 2008

Long term incentives Performance            shares Conditional            awards of ordinary shares made to executive            directors            under the Vodafone            Group Plc 1999 Long Term Stock Incentive            Plan and the Vodafone            Global Incentive            Plan are shown below. Long term incentive            shares that vested and were sold or transferred            during the year ended 31 March 2008 are also shown below. Total            interest            Shares            Shares sold in performance            forfeited            or            transferred             shares at            in respect of            in respect of 1 April 2007 Shares conditionally            awards for            awards for or date of            awarded            during the            the 2005 the 2005 Total interest            in long term appointment (1 ) 2008 financial            year            financial            year            financial            year             incentives            at 31 March 2008 Value at date Number            Number             of award⁽²⁾ Number             Number             Number             Total value⁽⁵⁾ of shares            of shares £’000 of shares ⁽³⁾ of shares ⁽³⁾ of shares⁽⁴⁾ £’000 Arun Sarin 6,242,306 3,065,872 5,145 1,440,000 576,806 7,291,372 11,003 Vittorio Colao 1,073,465 1,557,409 2,613 — — 2,630,874 3,970 Andy Halford 1,622,150 1,190,305 1,997 — 135,617 2,676,838 4,039 Notes: (1) Restricted share awards under the Vodafone Group Plc 1999 Long Term Stock Incentive Plan and the Vodafone Global Incentive Plan. (2) The value of awar ds granted during the year under the Vodafone Global Incentive Plan is based on the price of the Company’s ordinary shares on 29 June 2007 of 167.8 pence. These awards have a performance period running from 1 April 2007 to 31 March 2010. The vesting date will be in July 2010. (3) Shares in respect of awards made in the 2005 financial year, granted on 28 July 2004, were sold or transferred on 28 July 2007. The closing middle market price of the Company’s ordinary shares was 119.0 pence on 2 July 2004, the date of the award. The closing middle market price was 162.1 pence on 5 July 2007 (the date of vesting of Andy Halford’s 2004 share grant) and 148.1 pence on 30 July 2007 (the date of vesting of Arun Sarin’s 2004 share grant). (4) The total interest at 31 March 2008 includes awards over three performance periods ending on 31 March 2008, 31 March 2009 and 31 March 2010. (5) The value at 31 March 2008 is calculated using the closing middle market price of the Company’s ordinary shares at 31 March 2008 of 150.9 pence. The aggregate            number of shares conditionally            awarded            during the year to the Company’s            senior management            is 4,391,443 shares. For a description            of the performance and vesting conditions see “2007 GLTI performance            shares” on page 73. Share options The following            information            summarises            the directors’ options under the Vodafone            Group 1998 Sharesave            Scheme, the Vodafone            Group 1998 Company            Share Option Scheme, Vodafone            Group Plc 1999 Long Term Stock Incentive            Plan and the Vodafone            Global Incentive           ;   Plan, which are all HMRC approved            schemes . The table also summarises            the directors’ options under the Vodafone            Group 1998 Executive            Share Option Scheme, which is not HM Revenue & Customs             approved . No other directors            have options under any of these schemes . Options have only been granted to directors            during the 2008 financial year under the Vodafone            Global Incentive            Plan (under which GLTI options were granted) . For a description            of the performance            and vesting conditions            see “2007 GLTI share options” on page 73. Under the Vodafone Group 1998 Sharesave Scheme, options may be granted at a discount of 20% to the market value of the shares at the time of the grant. No other options may be granted at a discount         . Options            Options            Options            Weighted Options held at            granted            exercised            lapsed during            average 1 April 2007 during the            during the            the 2008 Options            exercise            Earliest or date of 2008 financial 2008 financial            financial            held at            price at            date from            Latest appointment (1) year            year            year 31 March 2008 31 March 2008 which            expiry Number            Number            Number            Number            Number            Pence            exercisable            date Arun Sarin 28,281,629 5,912,753 — 3,522,353 30,672,029 132.4 July 2006 July 2017 Vittorio Colao 3,472,975 3,003,575 — — 6,476,550 150.5 November 2009 July 2017 Andy Halford 5,767,986 2,295,589 — — 8,063,575 141.0 July 2002 July 2017 Note: · The weighted average exercise price of options over shares in the Company granted during the year and listed above is 167.8 pence. The earliest date from which they are exercisable is July 2010 and the latest expiry date is July 2017. For a description of the performance and vesting conditions see “2007 GLTI share options” on page 73. The aggregate number of options granted during the year to the Company’s senior management, other than executive directors, is 8,469,214 . The weighted average exercise price of the options granted to senior management during the year is 167.8 pence. The earliest date from which they are exercisable is July 2010 and the latest expiry date is July 2017. Vodafone Group Plc Annual Report 2008 79

Vodafone — Governance Directors’ Remuneration            continued Further details of the options outstanding            at 31 March 2008 as disclosed            on the previous            page are as follows: Exercisable            Exercisable Market price greater than            Option price greater than option price⁽¹⁾ market price⁽¹⁾ Not yet exercisable Weighted            Weighted            Weighted average            average            average Options            exercise            Latest            Options            exercise            Latest            Options             exercise            Latest held            price            expiry            held            price            expiry            held             price            expiry Number            Pence            date            Number            Pence            date            Number             Pence            date Arun Sarin 10,915,924 119.2 July 2014 — — — 19,756,105 139.6 July 2017 Vittorio Colao — — — — — — 6,476,550 150.5 July 2017 Andy Halford 554,585 114.2 July 2014 344,800 214.6 July 2011 7,164,190 139.6 July 2017 Note: · Market price is the closing middle market price of the Company’s ordinary shares at 31 March 2008 of 150.9 pence. During the year, the share price moved between a high of 197.5 pence and a low of 137.5 pence. The Company’s            register of directors’ interests (which is open to inspection) contains full details of directors’ shareholdings            and options to subscribe . These options by exercise price were: Options            Options            Options            Options held at            granted            exercised            lapsed 1 April 2007 during the            during the            during the            Options Option            or date of 2008 2008 2008 held at price            appointment            financial year            financial year            financial year 31 March 2008 Pence            Number            Number            Number            Number            Number Vodafone            Group 1998 Executive            Share Option Scheme (Unapproved) 255.00 114,000 — — — 114,000 282.30 66,700 — — — 66,700 Vodafone            Group 1998 Company            Share Option Scheme (Approved) 255.00 11,500 — — — 11,500 282.30 200 — — — 200 Vodafone            Group 1998 Sharesave            Scheme 95.30 16,710 — — — 16,710 91.64 10,202 — — — 10,202 Vodafone            Group Plc 1999 Long Term Stock Incentive            Plan⁽¹⁾ 151.56 152,400 — — — 152,400 90.00 94,444 — — — 94,444 119.25 7,612,787 — — — 7,612,787 119.00 7,285,631 — — 3,522,353 3,763,278 145.25 7,507,295 — — — 7,507,295 Vodafone            Group Plc Global Incentive            Plan⁽¹⁾ 115.25 11,177,746 — — — 11,177,746 135.50 3,472,975 — — — 3,472,975 167.80 — 11,211,917 — — 11,211,917 37,522,590 11,211,917 — 3,522,353 45,212,154 Note: · The Vodafone Group Plc 1999 Long Term Stock Incentive Plan and Vodafone Group Plc Global Incentive Plan are both HMRC approved. However, note that the actual awards made under these plans may be approved or unapproved. 80Vodafone            Group Plc Annual Report 2008

Beneficial            interests The directors’ beneficial            interests            in the ordinary shares of the Company, which includes interests            in the Vodafone            Share Incentive            Plan, but which excl udes            interests in the Vodafone            Group share option schemes, and the Vodafone            Group short term or long term incentives, are shown below: 1 April 2007 or 23 May 2008 31 March 2008 date of appointment Sir John Bond 224,926 224,926 207,620 Dr John Buchanan 200,009 200,009 191,913 Arun Sarin⁽¹⁾ 7,776,629 7,776,629 5,994,854 Vittorio Colao 180,063 180,063 - Andy Halford 782,134 781,826 350,632 Dr Michael Boskin 10,000 10,000 10,000 Anne Lauvergeon 27,125 27,125 27,125 Professor Jürgen Schrempp 8,750 8,750 8,750 Luc Vandevelde 17,500 17,500 17,500 Philip Yea 61,250 61,250 61,250 Anthony Watson 100,000 100,000 100,000 Nick Land 25,000 25,000 25,000 Alan Jebson 75,000 75,000 75,000 Simon Murray⁽²⁾ 157,500 157,500 157,500 Notes: (1) Arun Sarin also has a non-beneficial interest as the trustee of two family trusts, each holding 5,005 shares. (2) Simon Murray was appointed as a non-executive director on 1 July 2007. At 31 March 2008, and during the period from 1 April 2008 to 23 May 2008, no director had any interest in the shares of any subsidiary            company. Other than those individuals included            in the table above who were Board members at 31 March 2008, members            of the Group’s Executive Committee, at 31 March 2008, had an aggregate beneficial interest in 2,598,326 ordinary shares of the Company. At 23 May 2008, Executive Committee members            had an aggregate            beneficial            interest in 2,599,250 ordinary shares of the Company, none of whom had an individual             beneficial            interest amounting            to greater than 1% of the Company’s            ordinary shares. Interests            in share options of the Company            at 23 May 2008 At 23 May 2008, there had been no change to the directors’ interests            in share options from 31 March 2008. Other than those individuals            included in the table above, at 23 May 2008, members            of the Group’s Executive            Committee at that date held options for 25,229,599 ordinary shares at prices ranging from 91.6 pence to 293.7 pence per ordinary share, with a weighted            average exercise price of 139.5 pence per ordinary share exercisable at dates ranging from July 2002 to July 2017. Sir John Bond, John Buchanan, Dr Michael Boskin, Alan Jebson, Anne Lauvergeon, Nick Land, Professor            Jürgen Schrempp, Luc Vandevelde, Philip Yea, Anthony            Watson and Simon Murray held no options at 23 May 2008. Directors’ interests            in contracts None of the current directors            had a material interest in any contract of significance            to which the Company            or any of its subsidiary            undertakings            was a party during the financial year. [Graphic Appears Here] Luc Vandevelde On behalf of the Board Vodafone            Group Plc Annual Report 2008 81

Vodafone – Financials Contents | | | { Audit Report on the Consolidated Financial Statements } 132 —— — { Audit Report on the Company Financial Statements } 133 —— — { Company Financial Statements of Vodafone Group Plc } 134 —— — | | | Notes to the Company Financial Statements:

1 . Basis of preparation 135

2 . Significant accounting policies 135 3 . Fixed assets 136 4 . Debtors 136 5 . Creditors 137 6 . Share capital 137 7 . Share-based payments 138 8 . Reserves and reconciliation of movements in equity shareholders’ funds 138 9 . Equity dividends 139 10 . Contingent liabilities 139 —— —— — Separate financial statements required by Rule 3-09 of Regulation S-X            B-1 —— — Report of Independent Registered Public Accounting Firm            B-25 — Directors’ Statement of Responsibility 83 —— — Audit Report on Internal Controls 84 —— — Critical Accounting Estimates 85 —— — Consolidated Financial Statements Consolidated Income Statement for the years ended 31 March 88 Consolidated Statement of Recognised Income and Expense for the years ended 31 March 88 Consolidated Balance Sheet at 31 March 89 Consolidated Cash Flow Statement for the years ended 31 March 90 —— — Notes to the Consolidated Financial Statements: 1. Basis of preparation 91 2. Significant accounting policies 91 3. Segment analysis 96 4. Operating profit/(loss) 98 5. Investment income and financing costs 99 6. Taxation 100 7. Equity dividends 102 8. Earnings/(loss) per share 102 —— — 9. Intangible assets 103 10. Impairment 104 11. Property, plant and equipment 107 12. Principal subsidiary undertakings 108 13. Investments in joint ventures 109 14. Investments in associated undertakings 110 15. Other investments 110 16. Inventory 111 17. Trade and other receivables 111 18. Cash and cash equivalents 112 19. Called up share capital 112 20. Share-based payments 113 21. Transactions with equity shareholders 115 22. Movements in accumulated other recognised income and expense 115 23. Movements in retained losses 115 24. Borrowings 116 25. Post employment benefits 121 26. Provisions 123 27. Trade and other payables 123 28. Acquisitions 124 29. Disposals and discontinued operations 125 30. Reconciliation of net cash flows from operating activities 127 31. Commitments 127 32. Contingent liabilities 128 33. Directors and key management compensation 129 34. Related party transactions 129 35. Employees 130 36. Subsequent events 130 37. New accounting standards 131 —— — 82 Vodafone Group Plc Annual Report 2008

Directors’ Statement            of Responsibility Financial            statements            and accounting            records Company law of England and Wales requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the Group at the end of the financial year and of the profit or loss of the Group for that period. In preparing those financial statements, the directors are required to: · • • · · select suitable accounting policies and apply them consistently; make judgements and estimates that are reasonable and prudent; state whether the Consolidated Financial Statements have been prepared in accordance with IFRS as adopted for use in the EU; state for the Company Financial Statements whether applicable UK accounting standards have been followed; and prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business . The Company’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurance that transactions are recorded as necessary permit the preparation of financial statements in accordance with IFRS, as adopted by the European Union and IFRS as issued by the IASB, and that receipts and expenditures are being made only in accordance with authorisation of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements . Any internal control framework, no matter how well designed, has inherent limitations, including the possibility of human error and the circumvention or overriding of the controls and procedures, and may not prevent or detect misstatements . Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate . Management has assessed the effectiveness of the internal control over financial reporting at 31 March 2008 based on the Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) . Management has not evaluated the internal controls of Vodacom Group (Pty) Limited (“Vodacom”), which is accounted for using proportionate consolidation and the conclusion regarding the effectiveness of internal control over financial reporting does not extend to the internal controls of Vodacom . Management is unable to assess the effectiveness of internal control at Vodacom due to the fact that it does not have the ability to dictate or modify its controls and does not have the ability, in practice, to assess those controls . Key sub-totals that result from the proportionate consolidation of Vodacom, whose internal controls have not been assessed, are set out below. Vodacom 2008 £m Total assets 1,093 Net assets 400 Revenue 1,609 Profit for the financial year 260 The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and of the Group and to enable them to ensure that the financial statements comply with the Companies Act 1985 and Article 4 of the EU IAS Regulation . They are also responsible for the system of internal cont rol, for safeguarding the assets of the Company and the Group and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities . Directors’ responsibility            statement The Board confirms            to the best of its knowledge: • • the Consolidated Financial Statements, prepared in accordance with IFRS as issued by the IASB and IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group; and the Directors’ Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces. Neither the Company nor the directors accept any liability to any person in relation to the Annual Report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A of the Financial Services and Markets Act 2000. Disclosure of information to auditors Having made the requisite enquiries, so far as the directors are aware, there is no relevant audit information (as defined by Section 234ZA of the Companies Act 1985) of which the Company’s auditors are unaware, and the directors have taken all the steps they ought to have taken to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information . Going concern After reviewing the Group’s and the Company’s budget for the next financial year, and other longer term plans, the directors are satisfied that, at the time of approving the financial statements, it is appropriate to adopt the going concern basis in preparing the financial statements . Management’s report            on internal            control            over financial            reporting As required by section 404 of the Sarbanes -Oxley Act of 2002, management            is responsible            for establishing            and maintaining            adequate            internal control over fina ncial reporting            for the Group. Management is not required to evaluate the internal controls of entities accounted for under the equity method . Accordingly, the internal controls of these entities, which contributed a net profit of £2,876 million (2007: £2,728 million) to the profit (2007: loss) for the financial year, have not been assessed, except relating to controls over the recording of amounts relating to the investments that are recorded in the Group’s Consolidated Financial Statements . During the period covered by this Annual Report, there were no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the effectiveness of the internal controls over financial reporting . Based on management’s assessment, management has concluded that the internal control over financial reporting was effective at 31 March 2008. The Company’s internal control over financial reporting, as at 31 March 2008, has been audited by Deloitte & Touche LLP, a n independent registered public accounting firm, who also audit the Group’s Consolidated Financial Statements . Their audit report on internal controls over financial reporting is on page 84. By Order of the Board [Graphic Appears Here] Secretary 27 May 2008 Vodafone            Group Plc Annual Report 2008 83

Vodafone — Financials Audit Report on Internal Controls Report            of Independent            Registered            Public            Accounting            Firm to the Members            of Vodafone            Group            Plc We have audited the internal control over financial reporting of Vodafone Group Plc and subsidiaries and applicable joint ventures (the “Group”) as of 31 March 2008 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission . As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Vodacom Group (Pty) Limited (“Vodacom”), as the Group does not have the ability to dictate, modify or assess the controls . Vodacom constitutes 0.5 percent and 0.9 percent of net assets and total assets, respectively, 4.5 percent of revenue, and 3.9 percent of net income of the consolidated financial statement amounts as of and for the year ended 31 March 2008. Accordingly, our audit did not include the internal control over financial reporting at Vodacom . The Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s report on internal control over financial reporting . Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects . Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances . We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles . A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of mana gement and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements . 84 Vodafone Group Plc Annual Report 2008

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate . In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of 31 March 2008, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission         . We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Consolidated Financial Statements of the Group as of and for the year ended 31 March 2008, prepared in conformity with International Financial Reporting Standards (“IFRS”), as adopted by the European Union and IFRS as issued by the International Accounting Standards Board (“IASB”). Our report dated 27 May 2008 expressed an unqualified opinion on those financial statements . [Graphic Appears Here] Deloitte & Touche LLP Chartered            Accountants            and Registered            Auditors London United Kingdom 27 May 2008 Critical Accounting            Estimates The Group prepares its Consolidated Financial Statements in accordance with IFRS as issued by the International Accounting Standards Board and IFRS as adopted by the European Union, the application of which often requires judgements to be made by management when formulating the Group’s financial position and results. Under IFRS, the directors are required to adopt those accounting policies most appropriate to the Group’s circumstances for the purpose of presenting fairly the Group’s financial position, financial performance and cash flows. In determining and applying accounting policies, judgement is often required in respect of items where the choice of specific policy, accounting estimate or assumption to be followed could materially affect the reported results or net asset position of the Group should it later be determined that a different choice would be more appropriate . Management considers the accounting estimates and assumptions discussed below to be its critical accounting estimates and, accordingly, provides an explanation of each below. The discussion below should also be read in conjunction with the Group’s disclosure of significant IFRS accounting policies, which is provided in note 2 to the Consolidated Financial Statements, “Significant accounting policies” . Management            has discussed            its critical accounting            estimates            and associated            disclosures             with the Company’s            Audit Committee . Impairment            reviews Asset recoverability is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters, as noted below. IFRS requires management to undertake an annual test for impairment of indefinite lived assets and, for finite lived assets, to test for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable . Group management currently undertakes an annual impairment test covering goodwill and other indefinite lived assets and also reviews finite lived assets and investments in associated undertakings at least annually to consider whether a full impairment review is required . Assumptions There are a number of assumptions and estimates involved in calculating the net present value of future cash flows from the Group’s businesses, including management’s expectations of: • growth in EBITDA, calculated as adjusted operating profit before depreciation and amortisation; • timing and quantum of future capital expenditure; • uncertainty of future technological developments; • long term growth rates; and • the selection of discount rates to reflect the risks involved . The Group prepares and internally approves formal ten year plans for its businesses and uses these as the basis for its impairment reviews. Management uses the initial five years of the plans, except in markets which are forecast to grow ahead of the long term growth rate for the market. In such cases, further years will be used until the forecast growth rate trends towards the long term growth rate, up to a maximum of ten years. For mobile businesses where the first five years of the ten year management plan are used for the Group’s value in use calculations, a long term growth rate into perpetuity has been determined            as the lower of: • • the nominal GDP rates for the country of operation; and the long term compound annual growth rate in EBITDA in years six to ten of the management plan. For mobile businesses where the full ten year management            plans are used for the Group’s value in use calculations, a long term growth rate into perpetuity has been determined            as the lower of: • • the nominal GDP rates for the country of operation; and the compound            annual growth rate in EBITDA in years nine to ten of the management            plan. For non-mobile businesses, no growth is expected            beyond management’s            plans for the initial five year period. Changing the assumptions selected by management, in particular the discount rate and growth rate assumptions used in the cash flow projections, could significantly affect the Group’s impairment evaluation and, hence, results. The Group’s review includes the key assumptions            related to sensitivity            in the cash flow projections . The following            changes to the assumptions             used in the impairment            review would have led to an impairment            loss being recognised            in the year ended 31 March 2008: Increase            Decrease by 2% by 2% £bn £bn Discount            rate 0.3 - Budgeted            EBITDA⁽¹⁾ — 0.2 Capital            expenditure (2) — - Long term growth rate — - Notes: (1) Represents the compound annual growth rate for the initial five years of the Group’s approved financial plans. (2) Represents capital expenditure as a percentage of revenue in the initial five years of the Group’s approved plans. Business combinations Goodwill only arises in business combinations . The amount of goodwill initially recognised is dependent on the allocation of the purchase price to the fair value of the identifiable assets acquired and the liabilities assumed . The determination of the fair value of the assets and liabilities is based, to a considerable extent, on management’s judgement . Allocation of the purchase price affects the results of the Group as finite lived intangible assets are amortised, whereas indefinite lived intangible assets, including goodwill, are not amortised and could result in differing amortisation charges based on the allocation to indefinite lived and finite lived intangible assets. On the acquisition of mobile network operators, the identifiable intangible assets may include licences, customer bases and brands. The fair value of these assets is determined by discounting estimated future net cash flows generated by the asset, assuming no active market for the assets exist. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets. Vodafone Group Plc Annual Report 2008 85

Vodafone — Financials Critical Accounting            Estimates            continued On transition            to IFRS, the Group elected not to apply IFRS 3, “Business Combinations”, retrospectively as the difficulty in applying these requirements to the large number of business combinations completed by the Group from incorporation through to 1 April 2004 exceeded any potential benefits . Goodwill arising before the date of transition to IFRS, after adjusting for items including the impact of proportionate consolidation of joint ventures, amounted to £78,753 million. If the Group had elected to apply the accounting for business combinations retrospectively, it may have led to an increase or decrease in goodwill and increase in licences, customer bases, brands and related deferred tax liabilities recognised on acquisition . Intangible assets, excluding goodwill Other intangible assets include the Group’s aggregate amounts spent on the acquisition of 2G and 3G licences, computer software, customer bases, brands and development costs. These assets arise from both separate purchases and from acquisition as part of business combinations . The relative size of the Group’s intangible            assets, excluding            goodwill, makes the judgements surrounding the estimated            useful lives critical to the Group’s financial position and performance . At 31 March 2008, intangible            assets, excluding            goodwill, amounted            to £18,995 million (2007: £15,705 million) and represented 14.9% (2007: 14.3%) of the Group’s total assets. Estimation            of useful            life The useful life used to amortise intangible assets relates to the future performance of the assets acquired and management’s judgement of the period over which economic benefit will be derived from the asset. The basis for determining the useful life for the most significant categories of intangible assets is as follows: Licences and spectrum fees The estimated useful life is, generally, the term of the licence, unless there is a presumption of renewal at negligible cost. Using the licence term reflects the period over which the Group will receive economic benefit. For technology specific licences with a presumption of renewal at negligible cost, the estimated useful economic life reflects the Group’s expectation of the period over which the Group will continue to receive economic benefit from the licence. The economic lives are periodically reviewed, taking into consideration such factors as changes in technology . Historically, any changes to economic lives have not been material following these reviews. Customer bases The estimated useful life principally reflects management’s view of the average economic life of the customer base and is assessed by reference to customer churn rates. An increase in churn rates may lead to a reduction in the estimated useful life and an increase in the amortisation charge. Historically, changes to the estimated useful lives have not had a significant impact on the Group’s results and financial position. Capitalised software The useful life is determined by management at the time the software is acquired and brought into use and is regularly reviewed for a ppropriateness . For computer software licences, the useful life represents management’s view of expected benefits over which the Group will receive benefits from the software, but not exceeding the licence term. For unique software products controlled by the Group, the life is based on historical experience with similar products as well as anticipation of future events, which may impact their life, such as changes in technology . Historically, changes in useful lives have not resulted in material changes to the Group’s amortisation            charge. Property, plant and equipment Property, plant and equipment also represent a significant proportion of the asset base of the Group, being 13.1% (2007: 12.3%) of the Group’s total assets. Therefore, the estimates and assumptions made to determine their carrying value and related depreciation are critical to the Group’s financial position and performance . Estimation of useful life The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the Consolidated Income Statement . The useful lives of Group assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness . The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology . Furthermore, network infrastructure is only depreciated over a period that extends beyond the expiry of the associated licence under which the operator provides telecommunications services, if there is a reasonable expectation of renewal or an alternative future use for the asset. Historically, changes in useful lives have not resulted in material changes to the Group’s depreciation charge. Cost capitalisation Cost includes the total purchase price and labour costs associated with the Group’s own employees to the extent that they are directly attributable to construction costs, or where they comprise a proportion of a department directly engaged in the purchase or installation of a fixed asset. Management judgement is involved in determining the appropriate internal costs to capitalise and the amounts involved . For the year ended 31 March 2008, internal costs capitalised were £245 million (2007: £244 million) and represented approximately 5% (2007: 6%) of expenditure on property, plant and equipment and computer software . 86 Vodafone Group Plc Annual Report 2008

Taxation The Group’s tax charge on ordinary activities is the sum of the total current and deferred tax charges. The calculation of the Group’s total tax charge necessarily involves a degree of estimation and judgement in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process. The final resolution of some of these items may give rise to material profit and loss and/or cash flow variances . See “Financial Position and Resources” on page 54. The complexity of the Group’s structure following its geographic expansion makes the degree of estimation and judgement more challenging . The resolution of issues is not always within the control of the Group and it is often dependent on the efficiency of the legal processes in the relevant taxing jurisdictions in which the Group operates . Issues can, and often do, take many years to resolve. Payments in respect of tax liabilities for an accounting period result from payments on account and on the final resolution of open items. As a result, there can be substantial differences between the tax charge in the Consolidated Income Statement and tax payments . Significant items on which the Group has exercised accounting judgement include a provision in respect of an enquiry from UK HMRC with regard to the CFC tax legislation (see note 32 to the Consolidated Financial Statements), potential tax losses in respect of a write down in the value of investments in Germany (see note 6 to the Consolidated Financial Statements) and litigation with the Indian tax authorities in relation to the acquisition of Vodafone Essar (see note 32 to the Consolidated Financial Statements) . The amounts recognised in the Consolidated Financial Statements in respect of each matter are derived from the Group’s best estimation and judgement, as described above. However, the inherent uncertainty regarding the outcome of these items means eventual resolution could differ from the accounting estimates and therefore impact the Group’s results and cash flows. Recognition of deferred tax assets The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future, against which the reversal of temporary differences can be deducted . Recognition, therefore, involves judgement regarding the future financial performance of the particular legal entity or tax group in which the deferred tax asset has been recognised . Historical            differences            between            forecast and actual taxable profits have not resulted in material adjustments            to the recognition            of deferred tax assets. Revenue            recognition            and presentation Revenue from mobile telecommunications comprises amounts charged to customers in respect of monthly access charges, airtime charges, messaging, the provision of other mobile telecommunications services, including data services and information provision, fees for connecting users of other fixed line and mobile networks to the Group’s network, revenue from the sale of equipment, including handsets, and revenue arising from the Group’s partner network agreements . Arrangements with multiple deliverables In revenue arrangements including more than one deliverable, the arrangement consideration is allocated to each deliverable based on the fair value of the individu al element . The Group generally determines the fair value of individual elements based on prices at which the deliverable is regularly sold on a standalone basis, after considering volume discounts where appropriate . Deferral period Customer connection fees, when combined with related equipment revenue, in excess of the fair value of the equipment are deferred and recognised over the expected life of the customer relationship . The life is determined by reference to historical customer churn rates. An increase in churn rates would reduce the expected customer relationship life and accelerate revenue recognition . Historically, changes to the expected customer relationship lives have not had a significant impact on the Group’s results and financial position . Any excess upgrade or tariff migration fees over the fair value of equipment provided are deferred over the average upgrade or tariff migration period as appropriate . This time period is calculated based on historical activity of customers who upgrade or change tariffs. An increase in the time period would extend the period over which revenue is recognised . Presentation When deciding the most appropriate basis for presenting revenue or costs of revenue, both the legal form and substance of the agreement between the Group and its business partners are reviewed to determine each party’s respective role in the transaction . Where the Group’s role in a transaction is that of principal, revenue is recognised on a gross basis. This requires revenue to comprise the gross value of the transaction billed to the customer, after trade discounts, with any related expenditure charged as an operating cost. Where the Group’s role in a transaction            is that of an agent, revenue is recognised            on a net basis, with revenue representing            the margin earned. Vodafone Group Plc Annual Report 2008 87

Vodafone — Financials Consolidated            Income            Statement for the years ended 31 March 2008 2007 2006 Note £m £m £m Revenue 3 35,478 31,104 29,350 Cost of            sales (21,890) (18,725) (17,070) Gross            profit 13,588 12,379 12,280 Selling            and distribution            expenses (2,511) (2,136) (1,876) Administrative            expenses (3,878) (3,437) (3,416) Share of            result            in            associated            undertakings 14 2,876 2,728 2,428 Impairment            losses 10 — (11,600) (23,515) Other            income            and expense 29 (28) 502 15 Operating            profit/(loss) 3,4 10,047 (1,564) (14,084) Non-operating            income and            expense 29 254 4 (2) Investment            income 5 714 789 353 Financing            costs 5 (2,014) (1,612) (1,120) Profit/(loss) before            taxation 9,001 (2,383) (14,853) Income            tax expense 6 (2,245) (2,423) (2,380) Profit/(loss) for            the            financial            year            from continuing            operations 6,756 (4,806) (17,233) Loss for            the financial            year            from            discontinued            operations 29 — (491) (4,588) Profit/(loss) for            the            financial            year 6,756 (5,297) (21,821) Attributable            to: - - Equity            shareholders 23 6,660 (5,426) (21,916) - - Minority            interests 96 129 95 6,756 (5,297) (21,821) Basic            earnings/(loss) per            share Profit/(loss) from            continuing            operations 8 12.56 p (8.94) p (27.66) p Loss            from discontinued            operations 8,29 — (0.90) p (7.35) p Profit/(loss) for            the financial            year 8 12.56 p (9.84) p (35.01) p Diluted            earnings/(loss) per            share Profit/(loss) from            continuing            operations 8 12.50 p (8.94) p (27.66) p Loss            from discontinued            operations 8,29 — (0.90) p (7.35) p Profit/(loss) for            the financial            year 8 12.50 p (9.84) p (35.01) p Consolidated            Statement            of Recognised            Income            and            Expense for the years            ended 31 March 2008 2007 2006 Note £m £m £m Gains on            revaluation            of available -for-sale investments, net            of tax 22 1,949 2,108 705 Exchange            differences            on translation            of            foreign operations, net of tax 22 5,537 (3,804) 1,494 Net actuarial (losses)/gains            on            defined            benefit pension            schemes, net            of tax 22 (37) 50 (30) Revaluation            gain 22 — — 112 Foreign            exchange (gains)/losses            transferred            to the Consolidated            Income Statement 22 (7) 838 36 Fair            value            gains            transferred            to            the Consolidated            Income             Statement 22 (570) — - Other 22 37 — - Net gain/(loss) recognised            directly            in            equity 6,909 (808) 2,317 Profit/(loss) for            the financial            year 6,756 (5,297) (21,821) Total recognised            income            and            expense            relating            to            the             year 13,665 (6,105) (19,504) Attributable            to: - - Equity            shareholders 13,912 (6,210) (19,607) - - Minority            interests (247) 105 103 13,665 (6,105) (19,504) The accompanying            notes are an integral part of these Consolidated            Financial            Statements 88Vodafone            Group Plc Annual Report 2008

Consolidated            Balance            Sheet [Graphic Appears Here] at 31 March 2008 2007 Note £m £m Non-current            assets Goodwill 9 51,336 40,567 Other intangible            assets 9 18,995 15,705 Property, plant and equipment 11 16,735 13,444 Investments            in associated            undertakings 14 22,545 20,227 Other investments 15 7,367 5,875 Deferred            tax            assets 6 436 410 Post employment            benefits 25 65 82 Trade and            other receivables 17 1,067 494 118,546 96,804 Current            assets Inventory 16 417 288 Taxation            recoverable 57 21 Trade and            other receivables 17 6,551 5,023 Cash and            cash equivalents 18 1,699 7,481 8,724 12,813 Total            assets 127,270 109,617 Equity Called up            share capital 19 4,182 4,172 Share premium            account 21 42,934 43,572 Own            shares            held 21 (7,856) (8,047) Additional            paid-in capital 21 100,151 100,185 Capital redemption            reserve 21 10,054 9,132 Accumulated            other recognised            income and expense 22 10,558 3,306 Retained            losses 23 (81,980) (85,253) Total            equity            shareholders’ funds 78,043 67,067 Minority            interests 1,168 226 Written            put            options over            minority            interests (2,740) - Total minority            interests (1,572) 226 Total            equity 76,471 67,293 Non-current            liabilities Long            term borrowings 24 22,662 17,798 Deferred            tax            liabilities 6 5,109 4,626 Post employment            benefits 25 104 123 Provisions 26 306 296 Trade an d            other payables 27 645 535 28,826 23,378 Current            liabilities Short            term            borrowings 24,34 4,532 4,817 Current            taxation            liabilities 5,123 5,088 Provisions 26 356 267 Trade and            other payables 27 11,962 8,774 21,973 18,946 Total            equity            and liabilities 127,270 109,617 The Consolidated            Financial            Statements            were approved            by the Board of directors            on 27 May 2008 and were signed on its behalf by: Arun            Sarin            Andy            Halford [Graphic Appears Here] Chief Executive            Chief Financial            Officer The accompanying notes are an integral part of these Consolidated Financial Statements . Vodafone Group Plc Annual Report 2008 89

Vodafone — Financials Consolidated            Cash            Flow            Statement for the years ended 31 March 2008 2007 2006 Note £m £m £m Net cash flows from operating            activities 29, 30 10,474 10,328 11,841 Cash            flows            from investing            activities Purchase            of interests            in subsidiary            undertakings            and            joint ventures, net of            cash acqui red (5,957) (2,805) (4,186) &KURQUCN_QH_KPVGTGUVU_KP_UWDUKFKCT[_WPFGTVCMKPIU___PGV_QH_ECUJ_FKURQUGF___ &KURQUCN_QH_KPVGTGUVU_KP_CUUQEKCVGF_WPFGTVCMKPIU___ Purchase            of intangible            assets (846) (899) (690) Purchase            of property, plant            and            equipment (3,852) (3,633) (4,481) Purchase            of investments (96) (172) (57) Disposal            of property, plant            and            equipment 39 34 26 Disposal            of investments 785 80 1 Dividends            received            from associated            undertakings 873 791 835 Dividends            received            from investments 72 57 41 Interest            received 438 526 319 Net            cash flows            from investing            activities 29 (8,544) 3,865 (7,593) Cash            flows            from financing            activities Issue of            ordinary            share            capital            and            reissue of treasury            shares 310 193 356 Net            movement            in short term            borrowings (716) 953 708 Proceeds            from            issue of long            term            borrowings 1,711 5,150 5,256 Repayment            of            borrowings (3,847) (1,961) (1,371)         . QCPU_TGRCKF_VQ_CUUQEKCVGF_WPFGTVCMKPIU___ 2WTEJCUG_QH_VTGCUWT[_UJCTGU___ $_UJCTG_ECRKVCN_TGFGORVKQP___ $_UJCTG_RTGHGTGPEG_FKXKFGPFU_RCKF___ Equity            dividends            paid (3,658) (3,555) (2,749) Dividends            paid            to minority            shareholders            in subsidiary            undertakings (113) (34) (51) Interest            paid (1,545) (1,051) (721) Net            cash flows            from financing            activities 29 (7,865) (9,352) (5,076) Net            cash flows (5,935) 4,841 (828) Cash            and cash            equivalents            at beginning            of the            financial            year 18 7,458 2,932 3,726 Exchange            gain/(loss) on            cash            and cash            equivalents 129 (315) 34 Cash            and cash            equivalents            at            end of            the financial            year 18 1,652 7,458 2,932 The accompanying            notes are an integral part of these            Consolidated            Financial            Statements _ _ ___ 90Vodafone            Group Plc Annual Report 2008

Notes to the Consolidated            Financial            Statements 1. Basis of preparation The Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Consolidated Financial Statements are also prepared in accordance with IFRS adopted by the European Union (“EU”), the Companies Act 1985 and Article 4 of the EU IAS Regulations . The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. For a discussion on the Group’s critical accounting estimates see “Critical Accounting Estimates” on page 85. Actual results could differ from those estimates . The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Amounts            in the Consolidated            Financial            Statements            are stated in pounds sterling. 2.Significant            accounting            policies Accounting            convention The Consolidated            Financial            Statements            are prepared            on a historical            cost basis except for certain financial and equity instruments             that have been measured at fair value. Basis of consolidation The Consolidated            Financial Statements            incorporate            the financial statements            of the Company            and entities controlled, both unilaterally and jointly, by the Comp any. Accounting            for subsidiaries A subsidiary            is an entity controlled            by the Company . Control is achieved            where the Company            has the power to govern the financial and operating            policies of a n entity so as to obtain benefits from its activities . The results of subsidiaries acquired or disposed of during the year are included in the income stateme nt from the effective date of acquisition or up to the effective date of disposal, as appropriate . Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation . Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination . Losses applicable to the minority in excess of the minority’s share of changes in equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses. Business combinations The acquisition of subsidiaries is accounted for using the purchase method . The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination . The acquiree’s identifiable assets and liabilities are recognised at their fair values at the acquisition date. Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised . The interest of minority shareholders            in the acquiree            is initially measured            at the minority’s proportion of the net fair value of the assets, liabilities            and contingent             liabilities recognised . Previously            held identifiable            assets, liabilities and contingent            liabilities of the acquired            entity are revalued            to their fair value at the date of acquisition, being the date at which the Group achieves            control of the acquiree . The movement            in fair value is taken to the asset revaluation             surplus. Interests            in joint ventures A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control; that is, when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. The Group reports its interests in jointly controlled entities using proportionate consolidation . The Group’s share of the assets, liabilities, income, expenses and cash flows of jointly controlled entities are combined with the equivalent items in the results on a line-by-line basis. Any goodwill arising on the acquisition of the Group’s interest in a jointly controlled entity is accounted for in accordance with the Group’s accounting policy for goodwill arising on the acquisition of a subsidiary . Investments in associates An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in the Consolidated Financial Statements using the equity method of accounting . Under the equity method, investments in associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of the investment . Losses of an associate in excess of the Group’s interest in that associate are not recognised . Additional losses are provided for, and a liability is recognised, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate . Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill . The goodwill is included within the carrying amount of the investment . The licences of the Group’s associated undertaking in the US, Verizon Wireless, are indefinite lived assets as they are subject to perfunctory renewal . Accordingly, they are not subject to amortisation but are tested annually for impairment, or when indicators exist that the carrying value is not recoverable . Intangible assets Goodwill Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition . Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each balance sheet date. Goodwill is not subject to amortisation            but is tested for impairment . Negative            goodwill arising on an acquisition            is recognised            directly in the income statement . On disposal of a subsidiary            or a jointly controlled            entity, the attributable            amount of goodwill            is included            in the determination             of the profit or loss recognised            in the income statement            on disposal . Vodafone Group Plc Annual Report 2008 91

Vodafone — Financials Notes to the Consolidated            Financial            Statements            continued 2. Significant            accounting            policies            continued Goodwill arising before the date of transition to IFRS, on 1 April 2004, has been retained at the previous UK GAAP amounts, subject to being tested for impairment at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not been reinstated and is not included in determining any subsequent profit or loss on disposal . Licence and spectrum fees Licence and spectrum fees are stated at cost less accumulated amortisation . The amortisation periods range from 3 to 25 years and are determined primarily by reference to the unexpired licence period, the conditions for licence renewal and whether licences are dependent on specific technologies . Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives from the commencement of service of the network . Computer            software Computer            software            licences are capitalised            on the basis of the costs incurred to acquire and bring into use the specific software . These costs are amortised            over their estimated             useful lives, being 3 to 5 years. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that are expected to generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs include software development employee costs and directly attributable overheads . Software            integral to a related item of hardware equipment is accounted for as property, plant and equipment. Costs associated            with maintaining            computer software programs            are recognised            as an expense when they are incurred . Research            and development expenditure Expenditure            on research activities            is recognised as an expense in the period in which it is incurred . An internally -generated intangible            asset arising from the Group’s development activity is recognised            only if all of the following            conditions            are met: The cost of property, plant and equipment includes directly attributable            incremental            costs incurred in their acquisition and installation . Depreciation            is charged so as to write off the cost or valuation            of assets, other than land and properties            under construction, using the straight-line method, over their estimated            useful lives, as follows: Freehold buildings 25 — 50 years Leasehold premises            the term of the lease Equipment, fixtures and fittings: • Network infrastructure 3 — 25 years • Other 3 — 10 years Depreciation is not provided            on freehold land. Assets held under finance leases are depreciated            over their expected            useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement . Impairment of assets Goodwill Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication that the asset may be impaired . For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash-generating units. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. Impairment losses recognised for goodwill are not reversed in a subsequent period. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted . The Group prepares and internally approves formal ten year management plans for its businesses . The first five years of these plans are used for the value in use calculations, except in markets which are forecast to grow ahead of the long term growth rate. In such cases, the ten year plan is used until the forecast growth rate trends towards the long term growth rate, up to a maximum of ten years. Long range growth rates are used for cash flows into perpetuity beyond the relevant five or ten year period. Property, plant and equipment and finite lived intangible assets At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and finite lived intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs . If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount . An impairment loss is recognised immediately in the income statement . Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating            unit is increased            to the revised estimate            of its recoverable amount, not to exceed the carrying amount that would have been • • • an asset is created that can be separately            identified; it is probable            that the asset created will generate            future economic            benefits; and the development            cost of the asset can be measured            reliably. Internally -generated intangible assets are amortised on a straight-line basis over their estimated useful lives. Where no internally -generated intangible asset can be recognised, development expenditure is charged to the income statement in the period in which it is incurred . Other intangible assets Other intangible assets with finite lives are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets from the date they are available for use. The estimated useful lives are as follows: Brands Customer bases Property, plant and equipment 1 — 10 years 2 — 5 years Land and buildings            held for use are stated in the balance sheet at their cost, less any subsequent accumulated            depreciation            and subsequent            accumulated            impair ment losses. Equipment, fixtures and fittings are stated at cost less accumulated depreciation and any accumulated            impairment            losses. Assets in the course of construction            are carried at cost, less any recognised            impairment            loss. Depreciation            of these assets commences            when the assets are rea dy for their intended            use. 92 Vodafone            Group Plc Annual Report 2008

determined had no impairment loss been recognised for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognised immediately in the income statement . Disposal groups held for sale Disposal groups held for sale are stated at the lower of carrying value and fair value less costs to sell. Revenue Group revenue comprises            revenue of the Company            and its subsidiary             undertakings             plus the Group’s share of the revenue of its joint ventures            and excludes            sales taxes and discounts . Revenue from mobile telecommunications comprises amounts charged to customers in respect of monthly access charges, airtime usage, messaging, the provision of other mobile telecommunications services, including data services and information provision, fees for connecting users of other fixed line and mobile networks to the Group’s network, revenue from the sale of equipment, including handsets, and revenue arising from partner market agreements . Access charges and airtime used by contract customers are invoiced and recorded as part of a periodic billing cycle and recognised as revenue over the related access period, with unbilled revenue resulting from services already provided from the billing cycle date to the end of each period accrued and unearned revenue from services provided in periods after each accounting period deferred . Revenue from the sale of prepaid credit is deferred until such time as the customer uses the airtime, or the credit expires. Other revenue from mobile telecommunications primarily comprises equipment sales, which are recognised upon delivery to customers, and customer connection revenue . Customer connection revenue is recognised together with the related equipment revenue to the extent that the aggregate equipment and connection revenue does not exceed the fair value of the equipment delivered to the customer . Any customer connection revenue not recognised together with related equipment revenue is deferred and recognised over the period in which services are expected to be provided to the customer . Revenue from data services and information provision is recognised when the Group has performed the related service and, depending on the nature of the service, is recognised either at the gross amount billed to the customer or the amount receivable by the Group as commission for facilitating the service. Incentives are provided to customers in various forms and are usually offered on signing a new contract or as part of a promotional offering . Where such incentives are provided on connection of a new customer or the upgrade of an existing customer, revenue representing the fair value of the incentive, relative to other deliverables provided to the customer as part of the same arrangement, is deferred and recognised in line with the Group’s performance of its obligations relating to the incentive . For equipment sales made to intermediaries, revenue is recognised if the significant risks associated with the equipment are transferred to the intermediary and the intermediary has no general right of return. If the significant risks are not transferred, revenue recognition is deferred until sale of the handset to an end customer by the intermediary or the expiry of the right of return. Intermediaries are incentivised by the Group to connect new customers and upgrade existing customers . Where such incentives are separable from the initial sale of equipment to an intermediary, the incentive is accounted for as an expense upon connection, or upgrade, of th e customer . Revenue from other businesses primarily comprises amounts charged to customers of the Group’s fixed line businesses, mainly in respect of access charges and line usage, invoiced and recorded as part of a periodic billing cycle. In revenue arrangements including more than one deliverable, the arrangement consideration is allocated to each deliverable based on the fair value of the individual element . The Group generally determines the fair value of individual elements based on prices at which the deliverable is regularly sold on a standalone basis, after considering volume discounts where appropriate . Inventory Inventory is stated at the lower of cost and net realisable            value. Cost is determined on the basis of weighted            average costs and comprises            direct materials            and, where applicable, direct labour costs and those overheads            that have been incurred in bringing the inventories            to their present location and condition . Leasing Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership of the asset to the lessee. All other leases are classified as operating leases. Assets held under finance leases are recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments as determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation . Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the income statement . Rentals payable under operating leases are charged to the income statement on a straight line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight line basis over the lease term. Foreign currencies In preparing the financial statements of the individual entities within the Group, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the dates of the transactions . At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate prevailing on the date when fair value was determined . Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated . Changes in the fair value of monetary securities denominated in foreign currency classified as available for sale are analysed between translation differences and other changes in the carrying amount of the security . Translation differences are recognised in the income statement and other changes in carrying amount are recognised in equity. Translation differences on non-monetary financial assets and liabilities are reported as part of the fair value gain or loss. Translation differences on non-monetary financial assets, such as investments in equity securities classified as available for sale, are included in equity. For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of entities with a functional currency other than sterling are expressed in sterling using exchange rates prevailing on the balance sheet date. Income and expense items and cash flows are tran slated at the average exchange rates for the period and exchange differences arising are recognised directly in equity. Such translation differences are recognised in the income statement in the period in which a foreign operation is disposed of. Goodwill and fair value adjustments            arising on the acquisition            of a foreign operation            are treated as assets and liabilities            of the foreign operation and translated             accordingly . In respect of all foreign operations, any exchange            differences            that have arisen before 1 April 2004, the date of transition            to IFRS, are deemed to be nil and will be excluded            from the determination             of any subsequent            profit or loss on disposal . The net foreign exchange gains recognised in the Consolidated Income Statement for continuing operations is £373 million (2007: £92 million loss, 2006: £36 million loss). A loss of £794 million was recognised in the 2007 financial year for discontinued operations . Vodafone Group Plc Annual Report 2008 93

Vodafone — Financials Notes to the Consolidated            Financial            Statements            continued 2.Significant            accounting            policies            continued Borrowing            costs All borrowing            costs are recognised            in the income statement            in the period in which they are incurred . Post employment            benefits For defined benefit retirement plans, the difference between the fair value of the plan assets and the present value of the plan liabilities is recognised as an asset or liability on the balance sheet. Scheme liabilities are assessed using the projected unit funding method and applying the principal actuarial assumptions as at the balance sheet date. Assets are valued at market value. During the year ended 31 March 2006, the Group early adopted the amendment to IAS 19, “Employee Benefits”, and applied it from 1 April 2004. Accordingly, actuarial gains and losses are taken to the statement of recognised income and expense as incurred . For this purpose, actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience adjustments arising because of differences between the previous actuarial assumptions and what has actually occurred . Other movements in the net surplus or deficit are recognised in the income statement, including the current service cost, any past service cost and the effect of any curtailment or settlements . The interest cost less the expected return on assets is also charged to the income statement . The amount charged to the income statement in respect of these plans is included within operating costs or in the Group’s share of the results of equity accounted operations as appropriate . The Group’s contributions            to defined contribution pension plans are charged to the income statement            as they fall due. Cumulative actuarial            gains and losses as at 1 April 2004, the date of transition            to IFRS, have been recognised            in the balance sheet. Taxation Income tax expense represents            the sum of the current tax payable and deferred tax. Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible . The Group’s liability for current tax is calculated using UK and foreign tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method .. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are not recognised to the extent they arise from the initial recognition of goodwill . Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet date and adjusted to reflect changes in probability that sufficient taxable profits will be available to allow all or part of the asset to be recovered . Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the balance sheet date. Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority on either the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis. Tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the tax is also recognised directly in equity. Financial            instruments Financial            assets and financial liabilities, in respect of financial instruments, are recognised            on the Group’s balance sheet when the Group becomes            a party to the contractual            provisions             of the instrument . The Group has applied the requirements of IFRS to financial instruments for all periods presented and has not taken advantage of any exemptions available to first time adopters of IFRS in this respect. During the year ended 31 March 2006, the Group early adopted IFRS 7, “Financial Instruments: Disclosures”, amendments to IAS 39, “Financial Instruments: Recognition and Measurement” and IFRS 4, “Insurance Contracts”, regarding “Financial Guarantee Contracts” and amendments to IAS 39 regarding “The Fair Value Option” and “Cash Flow Hedge Accounting of Forecast Intragroup Transactions” and applied them from 1 April 2004. Trade receivables Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts . Estimated irrecoverable amounts are based on the ageing of the receivable balances and historical experience . Individual trade receivables are written off when management deems them not to be collectible . Other investments Other investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost, including transaction costs. Other inve stments classified held for trading and available -for-sale are stated at fair value. Where securities are held for trading purposes, gains and losses arising from changes in fair value are included in net profit or loss for the period. For available -for-sale investments, gains and losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity, determined using the weighted average costs method, is included in the net profit or loss for the period. Other investments            classified            as loans and receivables            are stated at amortised            cost using the effective interest method, less any impairment . Cash and cash equivalents Cash and cash equivalents            comprise cash on hand and call deposits, and other short term highly liquid investments            that are readily convertible            to a known amount of cash and are subject to an insignificant            risk of changes in valu e. Trade payables Trade payables            are not interest bearing and are stated at their nominal value. Financial            liabilities            and equity            instruments Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument . An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities and includes no obligation to deliver cash or other financial assets. The accounting policies adopted for specific financial liabilities and equity instruments are set out below. 94 Vodafone Group Plc Annual Report 2008

Capital market and bank borrowings Interest bearing loans and overdrafts are initially measured at fair value (which is equal to cost at inception), and are subsequently measured at amortised cost, using the effective interest rate method, except where they are identified as a hedged item in a fair value hedge. Any difference between the proceeds net of transaction costs and the settlement or redemption of borrowings is recognised over the term of the borrowing . Equity instruments Equity instruments            issued by the Group are recorded            at the proceeds            received, net of direct issue costs. Derivative            financial instruments            and hedge accounting The Group’s activities            expose it to the financial risks of changes in foreign exchange            rates and interest rates. The use of financial derivatives is governed by the Group’s policies approved by the Board of directors, which provide written principles on the use of financial derivatives consistent with the Group’s risk management strategy . Changes in values of all derivatives of a financing nature are included within investment income and financing costs in the income statement . The Group does not use derivative financial instruments for speculative purposes . Derivative            financial instruments are initially measured            at fair value on the contract date and are subsequently            re-measured to fair value at each reporting            date. The Group designates            certain derivatives            as either: • • hedges of the change of fair value of recognised assets and liabilities (“fair value hedges”); or hedges of net investments            in foreign operations. Hedge accounting            is discontinued            when the hedging instrument            expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting . Fair value hedges The Group’s policy is to use derivative instruments (primarily interest rate swaps) to convert a proportion of its fixed rate debt to floating rates in order to hedge the interest rate risk arising, principally, from capital market borrowings . The Group designates these as fair value hedges of interest rate risk with changes in fair value of the hedging instrument recognised in the income statement for the period together with the changes in the fair value of the hedged item due to the hedged risk, to the extent the hedge is effective . The ineffective portion is recognised immediately in the income statement . Net investment hedges Exchange differences arising from the translation of the net investment in foreign operations are recognised directly in equity. Gains and losses on those hedging instruments (which include bonds, commercial paper and foreign exchange contracts) designated as hedges of the net investments in foreign operations are recognised in equity to the extent that the hedging relationship is effective . These amounts are included in exchange differences on translation of foreign operations as stated in the statement of recognised income and expense . Gains and losses relating to hedge ineffectiveness are recognised immediately in the income statement for the period. Gains and losses accumulated in the translation reserve are included in the income statement when the foreign operation is disposed of. During the year ended 31 March 2006, the Group adopted the Amendments to IAS 21, “The Effect of Changes in Foreign Exchange Rates”, with effect from 1 April 2004, being the date of transition to IFRS for the Group. Put option arrangements The potential cash payments related to put options issued by the Group over the equity of subsidiary companies are accounted for as financial liabilities when such options may only be settled other than by exchange of a fixed amount of cash or another financial asset for a fixed number of shares in the subsidiary . The amount that may become payable under the option on exercise is initially recognised at fair value within borrowings with a corresponding charge directly to equity. The charge to equity is recognised separately as written put options over minority interests, adjacent to minority interests in the net assets of consolidated subsidiaries . The Group recognises the cost of writing such put options, determined as the excess of the fair value of the option over any consideration received, as a financing cost. Such options are subsequently measured at amortised cost, using the effective interest rate method, in order to accrete the liability up to the amount payable under the option at the date at which it first becomes exercisable . The charge arising is recorded as a financing cost. In the event that the option expires unexercised, the liability is derecognised with a corresponding adjustment to equity. Provisions Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group will be required to settle that obligation . Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date and are discounted to present value where the effect is material . Share -based payments The Group issues equity-settled share-based payments to certain employees . Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted for the effect of non market-based vesting conditions . Fair value is measured using a binomial pricing model, being a lattice-based option valuation model, which is calibrated using a Black-Scholes framework . The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations . The Group uses historical data to estimate option exercise and employee termination within the valuation model; separate groups of employees that have similar historical exercise behaviour are considered separately for valuation purposes . The expected life of options granted is derived from the output of the option valuation model and represents the period of time that options are expected to be outstanding . Expected volatilities are based on implied volatilities as determined by a simple average of no less than three international banks, excluding the highest and lowest numbers . The risk-free rates for periods within the contractual life of the option are based on the UK gilt yield curve in effect at the time of grant. Some share awards have an attached market condition, based on Total Shareholder Return (“TSR”), which is taken into account when calculating the fair value of the share awards. The valuation for the TSR is based on Vodafone’s ranking within the same group of companies, where possible, over the past five years. The volatility of the ranking over a three year period is used to determine the probable weighted percentage number of shares that could be expected to vest and hence affect fair value. The fair value of awards of non-vested shares to the Board of directors and Executive Committee is equal to the closing price of the Vodafone’s shares on the date of grant, as these awards are entitled to dividend equivalents during the vesting period. Awards of non-vested shares to other employees are not entitled to dividends during the vesting period and the fair value reflects a discount to the closing share price of Vodafone’s shares on the date of grant equal to the present value of expected dividends to be received over the vesting period. Vodafone Group Plc Annual Report 2008 95

Vodafone- Financials Notes to the Consolidated            Financial            Statements            continued 3.Segment analysis The Group has a single group of related services and products, being the supply of communications            services and products . Segment            information            is provided            on the basis of geographic             areas, being the basis on which the Group manages its world wide interests . Revenue            is attributed to a country or region based on the location of the Group company            reporting the revenue . Inter-segment            sales are charged at arms length prices. The Group uses adjusted            operating            profit for internal performance            analysis and, therefore, the Group’s measure            of segment            profit is adjusted             operating            profit, being operating            profit excluding            non-operating            income of associates, impairment            losses and other income and ex pense . During the year ended 31 March 2008, the Group early adopted IFRS 8 “Operating            Segments” . The Group also changed            its organisation            structure            such that the Group’s associated            undertaking            in France, SFR, is now managed            within the Europe region and reported            within Other Europe. As a result, prior period disclosures            have been amended     &nb sp;      to conform to the current year presentation . Adjusted Segment            Common            Intra-region            Regional            Inter-region            Group            operating revenue            functions            revenue            revenue            revenue            revenue            profit £m £m £m £m £m £m £m 31 March 2008 Germany 5,397 (128) 5,269 (10) 5,259 1,265 Italy 4,435 (33) 4,402 (6) 4,396 1,573 Spain 5,063 (96) 4,967 (4) 4,963 1,282 UK 5,424 (46) 5,378 (10) 5,368 431 Arcor 1,632 (86) 1,546 (1) 1,545 225 Other            Europe⁽¹⁾ 4,583 (64) 4,519 (3) 4,516 1,430 Europe 26,534 (453) 26,081 (34) 26,047 6,206 Eastern            Europe 3,154 — 3,154 (35) 3,119 332 Middle            East, Africa & Asia⁽²⁾ 4,547 (1) 4,546 (24) 4,522 769 Pacific 1,645 — 1,645 (14) 1,631 181 Associates — US — — — — — 2,447 EMAPA 9,346 (1) 9,345 (73) 9,272 3,729 Common            functions (3) — 170 — 170 (11) 159 140 Group 35,880 170 (454) 35,596 (118) 35,478 10,075 31 March 2007 Germany 5,443 (123) 5,320 (9) 5,311 1,354 Italy 4,245 (44) 4,201 (5) 4,196 1,575 Spain 4,500 (106) 4,394 (3) 4,391 1,100 UK 5,124 (54) 5,070 (9) 5,061 511 Arcor 1,441 (27) 1,414 — 1,414 171 Other            Europe⁽¹⁾ 4,275 (82) 4,193 (4) 4,189 1,448 Europe 25,028 (436) 24,592 (30) 24,562 6,159 Eastern            Europe 2,477 — 2,477 (31) 2,446 184 Middle            East, Africa & Asia⁽²⁾ 2,565 — 2,565 (9) 2,556 694 Pacific 1,399 — 1,399 (11) 1,388 159 Associates — US — — — — — 2,077 Associates — Other — — — — — 130 EMAPA 6,441 — 6,441 (51) 6,390 3,244 Common            functions (3) — 168 — 168 (16) 152 128 Group 31,469 168 (436) 31,201 (97) 31,104 9,531 31 March 2006 Germany 5,754 (143) 5,611 (9) 5,602 1,496 Italy 4,363 (39) 4,324 (4) 4,320 1,672 Spain 3,995 (100) 3,895 (2) 3,893 968 UK 5,048 (50) 4,998 (10) 4,988 698 Arcor 1,320 (34) 1,286 — 1,286 139 Other            Europe⁽¹⁾ 4,697 (78) 4,619 (3) 4,616 1,452 Europe 25,177 (444) 24,733 (28) 24,705 6,425 Eastern            Europe 1,435 — 1,435 (14) 1,421 176 Middle            East, Africa & Asia⁽²⁾ 1,784 — 1,784 (15) 1,769 523 Pacific 1,335 — 1,335 (14) 1,321 140 Associates — US — — — — — 1,732 Associates — Other — — — — — 192 EMAPA 4,554 — 4,554 (43) 4,511 2,763 Common            functions (3) — 145 — 145 (11) 134 211 Group 29,731 145 (444) 29,432 (82) 29,350 9,399 Notes: (1) Adjusted operating profit includes £425 million (2007: £517 million; 2006: £479 million ), representing the Group’s share of results in associated undertakings. (2) Adjusted operating profit includes £2 million (2007: £nil; 2006: £nil), representing the Group’s share of results in associated undertakings. (3) Adjusted operating profit includes £2 million (2007: £1 million; 2006: £8 million), representing the Group’s share of results in associated undertakings. 96Vodafone            Group Plc Annual Report 2008

A reconciliation            of adjusted            operating            profit to operating            profit/(loss) is shown below. For a reconciliation             of operating            profit/(loss) to profit/(loss) before taxation, see the Consolidated            Income Statement            on page 88. 2008 2007 2006 £m £m £m Adjusted            operating            profit 10,075 9,531 9,399 Impairment            losses — (11,600) (23,515) Other            items (28) 505 32 Operating            profit/(loss) 10,047 (1,564) (14,084) Other Capitalised            expenditure            Depreciation Non-current            fixed asset            on intangible            and            Impairment assets⁽¹⁾ additions⁽²⁾ assets            amortisation            of goodwill £m £m £m £m £m 31 March 2008 Germany 18,267 392 14 1,067 - Italy 16,215 411 1 582 - Spain 14,589 533 — 500 - UK 7,930 465 — 973 - Arcor 862 221 — 100 - Other            Europe 8,303 469 11 616 - Europe 66,166 2,491 26 3,838 - Eastern            Europe 6,879 633 — 665 - Middle            East, Africa & Asia 11,958 1,554 7 954 - Pacific 1,346 212 — 245 - EMAPA 20,183 2,399 7 1,864 - Common            functions 717 185 8 207 - Group 87,066 5,075 41 5,909 - 31 March 2007 Germany 16,233 425 — 1,063 6,700 Italy 13,722 421 26 556 4,900 Spain 12,289 547 — 449 - UK 8,483 661 — 930 - Arcor 627 189 — 144 - Other            Europe 7,187 489 6 586 - Europe 58,541 2,732 32 3,728 11,600 Eastern            Europe 6,235 435 — 349 - Middle            East, Africa & Asia 3,079 574 276 272 - Pacific 1,249 251 — 194 - EMAPA 10,563 1,260 276 815 - Common            functions 612 216 — 568 - Group 69,716 4,208 308 5,111 11,600 31 March 2006 Germany 592 — 1,167 19,400 Italy 541 1 588 3,600 Spain 502 — 395 - UK 665 11 924 - Arcor 129 — 140 - Other            Europe 511 4 645 515 Europe 2,940 16 3,859 23,515 Eastern            Europe 280 — 231 - Middle            East, Africa & Asia 426 — 216 - Pacific 247 — 209 - EMAPA 953 — 656 - Common            functions 112 — 189 - Group 4,005 16 4,704 23,515 Notes: (1) Includes goodwill, other intangible assets and property, plant and equipment. (2) Includes additions to property, plant and equipment and computer software, reported within intangible assets. Vodafone Group Plc Annual Report 2008 97

Vodafone — Financials Notes to the Consolidated            Financial            Statements            continued 4. Operating            profit/(loss) Operating            profit /(loss) has been arrived at after charging/(crediting): 2008 2007 2006 £m £m £m Net            foreign exchange (gains)/losses (27) 6 - Depreciation            of            property, plant and equipment (note 11 ): Owned            assets 3,400 2,994 3,069 Leased            assets 27 17 10 Amortisation            of            intangible            assets (note 9) 2,482 2,100 1,625 Impairment            of            goodwill (note 10) — 11,600 23,515 Research            and development            expenditure 234 222 206 Staff            costs (note 35) 2,698 2,466 2,310 Operating            lease            rentals            payable: Plant            and machinery 43 35 35 Other            assets            including            fixed line rentals 1,117 984 933 Loss on            disposal            of property, plant and equipment 70 43 69 Own            costs capitalised            attributable            to the construction            or acquisition            of property, plant and equipment (245) (244) (256) The total            remuneration            of the Group’s auditor, Deloitte & Touche LLP, and its affiliates            for services            provided            to the Group is analysed             below: 2008 2007 2006 £m £m £m Audit fees: Parent company 1 1 1 Subsidiary            undertakings 5 4 3 6 5 4 Fees for            statutory            and            regulatory            filings⁽¹⁾ 1 2 - Audit            and            audit-related            fees 7 7 4 Other            fees: Taxation 1 1 1 Corporate            finance transactions — — 1 Other⁽²⁾ 1 2 2 2 3 4 Total            fees 9 10 8 Notes: (1) Amounts for 2008 and 2007 include mainly audit fees in relation to Section 404 of the US Sarbanes-Oxley Act of 2002. (2) Amounts for 2007 and 2006 include fees mainly relating to the preparatory work required in advance of the implementation of Section 404 of the US Sarbanes-Oxley Act of 2002 and general accounting advice. The total remuneration            includes £nil (2007: £nil, 2006: £1 million) in respect of the Group’s discontinued            operations            in Japan. In addition to the above, the Group’s joint ventures and associated            un dertakings            paid fees totalling £2 million (2007: £2 million, 2006: £2 million) and £3 million (2007: £4 million, 2006: £4 million), respectively, to Deloitte & Touche LLP and its affiliates during the year. Deloitte & Touche LLP and its affiliates have also received            amounts            totalling less than £1 million in each of the last three years in respect of services provided            to pension schemes            and charitable            foundations            associated   &n bsp;        to the Group. A description            of the work performed            by the Audit Committee            in order to safeguard            auditor independence            when non-audit services are provided            is set out in “Corporate Governance” on page 69. 98 Vodafone            Group Plc Annual Report 2008

5. Investment income and financing costs 2008 2007 2006 £m £m £m Investment income: Available-for-sale investments: Dividends received 72 57 41 Other(1) — 86 — Loans and receivables at amortised cost(2) 451 452 153 Fair value through the income statement (held for trading): Derivatives — foreign exchange contracts 125 160 159 Other(3) 66 — - Equity put rights and similar arrangements(5) — 34 — 714 789 353 Financing c osts: Items in hedge relationships: Other loans 612 548 510 Interest rate swaps 61 (9) (118) Dividends on redeemable preference shares 42 45 48 Fair value hedging instrument (635) 42 213 Fair value of hedged item 601 (47) (186) Other financial liabilities held at amortised cost: Bank loans and overdrafts 347 126 126 Other loans(4) 390 276 78 Potential interest charge on settlement of tax issues 399 406 329 Equity put rights and similar arrangements(5) 143 32 161 Finance leases 7 4 7 Fair valu e through the income statement (held for trading): Derivatives — forward starting swaps and futures 47 71 (48) Other(6) — 118 — 2,014 1,612 1,120 Net financing costs 1,300 823 767 Notes: (1) Amount for 2007 includes a gain resulting from refinancing of SoftBank related investments received as part of the consideration for the disposal of Vodafone Japan on 27 April 2006. (2) Amount for 2007 includes £77 million of foreign exchange gains arising from hedges of a ne t investment in a foreign operation. (3) Includes foreign exchange gain on certain intercompany balances and investments held following the disposal of Vodafone Japan to SoftBank. (4) Amount for 2008 includes £72 million of foreign exchange losses arising from hedges of a net investment in a foreign operation. (5) Includes amounts in relation to the Group’s arrangements with its minority partners in India, its fixed line operations in Germany and, in respect of prior years, Tel ecom Egypt. Further information is provided in “Option agreements and similar arrangements” on page 58. (6) Amount for 2007 includes foreign exchange losses on certain intercompany balances and investments held following the disposal of Vodafone Japan to SoftBank. Vodafone Group Plc Annual Report 2008 99

Vodafone — Financials Notes to the Consolidated Financial Statements continued 6. Taxation Income tax expense 2008 2007 2006 £m £m £m United Kingdom corporation tax (income)/expense at 30%: Current year — - Adjustments in respect of prior years (53) (30) (15) (53) (30) 154 Overseas current tax expense/(income): Current year 2,539 2,928 2,077 Adjustments in respect of prior years (293) 215 (418) 2,246 3,143 1,659 Total cur rent tax expense 2,193 3,113 1,813 Deferred tax on origination and reversal of temporary differences: United Kingdom deferred tax (125) (49) 444 Overseas deferred tax 177 (641) 123 Total deferred tax expense/(income) 52 (690) 567 Total income tax expense from continuing operations 2,245 2,423 2,380 Tax (credited)/charged directly to equity 2008 2007 2006 £m £m £m Current tax credit (5) (2) (6) Deferred tax (credit)/charge (65) 11 (11) Total tax (credited)/charged directly to equity (70) 9 (17) Factors affecting tax expense for the year The table below explains the differences between the expected tax expense on continuing operations, at the UK statutory tax rate of 30% for 2008, 2007 and 2006, and the Group’s total tax expense for each year. Further discussion of the current year tax expense can be found in the section titled “Operating Results” on page 33. Subsequently, the UK statutory tax rate reduced to 28%, effective from 1 April  2008, and the impact on year end tax balances is included within “Effect of current year changes in statutory tax rates” below. 2008 2007 2006 £m £m £m Profit/(loss) before tax on continuing operations as shown in the Consolidated Income Statement 9,001 (2,383) (14,853) Expected income tax expense/(income) on profit from continuing operations at UK statutory tax rate 2,700 (715) (4,456) Effect of taxation of associated undertakings, reported within operating profit 134 119 133 Impai rment losses with no tax effect — 3,480 Expected income tax expense at UK statutory rate on profit from continuing operations, before impairment losses and taxation of associates 2,834 2,884 2,732 Effect of different statutory tax rates of overseas jurisdictions 320 346 411 Effect of current year changes in statutory tax rates 66 1 (15) Deferred tax on overseas earnings 255 (373) (78) Assets revalued for tax purposes (16) (197) (142) Effect of previously unrecognised temporary difference s including losses (833) (562) (95) Adjustments in respect of prior years (254) 145 (470) Expenses not deductible for tax purposes and other items 321 577 480 Exclude taxation of associated undertakings (448) (398) (443) Income tax expense from continuing operations 2,245 2,423 2,380 100 Vodafone Group Plc Annual Report 2008

Deferred tax Analysis of movements in the net deferred tax balance during the year: 2008 £m 1 April 2007 (4,216) Charged to the income statement (52) Credited directly to equity 65 Acquisitions and disposals (480) Exchange movements 10 31 March 2008 (4,673) Deferred tax assets and liabilities in respect of continuing operations, before offset of balances within countries, are as follows: Net Amount recognised credited/ Gross Gross Less deferred tax (charged) deferred deferred tax amounts asset/ in income tax asset liability unrecognised (liability) statement £m £m £m £m £m Accelerated tax depreciation 576 (1,635) (25) (1,084) 326 Tax losses 25,792 — (25,433) 359 (6) Deferred tax on overseas earnings — (3,535) — (3,535) (255) Other short term timing differences 3,807 (2,223) (1,997) (413) (117) 31 March 2008 30,175 (7,393) (27,455) (4,673) (52) Analysed in the balan ce sheet, after offset of balances within countries, as: £m Deferred tax asset 436 Deferred tax liability (5,109) 31 March 2008 (4,673) Net Amount recognised credited/ Gross Gross Less deferred tax (charged) deferred deferred tax amounts asset/ in income tax asset liability unrecognised (liability) statement £m £m £m £m £m Accelerated tax depreciation 386 (1,720) (25) (1,359) 112 Tax losses 13,619 — (13,334) 285 (264) Deferred tax on overseas earnings — (3,296) — (3,296) 373 Other short term timing differences 4,147 (1,615) (2,378) 154 469 31 March 2007 18,152 (6,631) (15,737) (4,216) 690 Analysed in the balance sheet, after offset of balances within countries, as: £m Deferred tax asset 410 Deferred tax liability (4,626) 31 March 2007 (4,216) Factors affecting the tax charge in future years Factors that may affect the Group’s future tax charge include the impact of corporate restructuring, the resolution of open issues, futu r e planning opportunities, corporate acquisitions and disposals, the use of brought forward tax losses and changes in tax legislation and tax rates. For example, in June 2007, the UK Government issued a discussion document about the taxation of companies’ foreign profits and invited comments from business in order to develop more detailed proposals for further consultation and potential legislation in the 2009 calendar year. Vodafone is routinely subject to audit by tax authorities in the territori es in which it operates and the following items have reached litigation. The Group holds provisions in respect of the potential tax liability that may arise. However, the amount ultimately paid may differ materially from the amount accrued and could therefore affect the overall profitability and cash flows of the Group in future periods. The Group’s subsidiary Vodafone 2 is responding to an enquiry by HM Revenue & Customs (“HMRC”) with regard to the UK tax treatment of one of its Luxembo urg holding companies under the controlled foreign companies (“CFC”) rules. Further details in relation to this enquiry are included in note 32 “Contingent liabilities”. A Spanish subsidiary, Vodafone Holdings Europe SL (“VHESL”), is in disagreement with the Spanish tax authorities regarding the tax treatment of interest expenses claimed by VHESL in the accounting periods ended 31 March 2003 and 31 March 2004. The matter is now being pursued through the Spanish court system. Vodafone Group Plc Annual Report 2008 101

Vodafone — Financials Notes to the Consolidated Financial Statements continued 6. Taxation continued At 31 March 2008, the gross amount and expiry dates of losses available for carry forward are as follows: Expiring Expiring within within 5 years 6-10 years Unlimited Total £m £m £m £m Losses for which a deferred tax asset is recognised 275 24 901 1,200 Losses for which no deferred tax is recognised 226 332 86,780 87,338 501 356 87,681 88,538 Included above are losses amounting to £1,969 million (2007: £1,938 million) in respect of UK subsidiaries which are only available for offset against future capital gains and since it is uncertain whether these losses will be utilised, no deferred tax asset has been recognised. The losses above also include £82,204 million (2007: £41,298 million) that have arisen in overseas holding companies as a result of revaluations of those companies’ investments for local GAAP purposes. Since it is uncertain whether these losses will be utilised, no deferred tax asset has been recognised. In addition to the losses described above, the Group has potential tax losses of £40,181 million (2007: £34,292 million) in respect of a write down in the value of investments in Germany. These losses have to date been denied by the German tax authorities. Vodafone is in continuing discussions with them regarding the availability of the losses. Howev er, the outcome of these discussions and the timing of the resolution are not yet known. The Group has not recognised the availability of the losses, nor the income statement benefit arising from them, due to this uncertainty. If upon resolution a benefit is recognised, it may impact both the amount of current income taxes provided since the date of initial deduction and the amount of the benefit from tax losses the Group will recognise. The recognition of these benefits could affect the overall profitabili ty of the Group in future periods. The £5,889 million increase compared to the position at 31 March 2007 is due to foreign exchange, as a result of sterling weakening against the euro. The Group holds provisions in respect of deferred taxation that would arise if temporary differences on investments in subsidiaries, associates and interests in joint ventures were to be realised after the balance sheet date. No deferred tax liability has been recognised in respect of a further £49,000 million (2007: £34,946 million) of unremitted earnings of subsidiaries, associates and joint ventures because the Group is in a position to control the timing of the reversal of the temporary difference and it is probable that such differences will not reverse in the foreseeable future. It is not practicable to estimate the amount of unrecognised deferred tax liabilities in respect of these unremitted earnings. 7. Equity dividends 2008 2007 2006 £m £m £m Declared during the finan c ial year: Final dividend for the year ended 31 March 2007: 4.41 pence per share (2006: 3.87 pence per share, 2005: 2.16 pence per share) 2,331 2,328 1,386 Interim dividend for the year ended 31 March 2008: 2.49 pence per share (2007: 2.35 pence per share, 2006: 2.20 pence per share) 1,322 1,238 1,367 3,653 3,566 2,753 Proposed after the balance sheet date and not recognised as a liability: Final dividend for the year ended 31 March 2008: 5.02 pence per share (2007: 4.41 pence per share, 2006: 3.87 pence per share) 2,667 2,331 2,328 8. Earnings/(loss) per share 2008 2007 2006 Millions Millions Millions Weighted average number of shares for basic earnings/(loss) per share 53,019 55,144 62,607 Effect of dilutive potential shares: restricted shares and share options(1) 268 — - Weighted average number of shares for diluted earnings/(loss) per share 53,287 55,144 62,607 £m £m £m Earnings/(loss) for basic and diluted earnings per share: Continuing operations 6,660 (4,932) (17,318) Discontinued operations(2) — (494) Total 6,660 (5,426) (21,916) Notes: (1) In the years ended 31 March 2007 and 2006, 215 million and 183 million shares, respectively, have been excluded from the calculation of diluted loss per share as

9. Intangible assets Licences and spectrum Computer Goodwill fees software Other Total £m £m £m £m £m Cost: 1 April 2006 76,130 16,991 3,572 755 97,448 Exchange movements (2,321) (431) (55) (99) (2,906) Arising on acquisition 1,746 707 18 257 2,728 Additions — 308 799 — 1,107 Transfer to other investments (487) (319) — (48) (854) Disposals — - (29) — (29) 31 March 2007 75,068 17,256 4,305 865 97,494 Exchange movements 12,406 1,707 573 59 14,745 Arising on acquisition 4,316 3,045 8 256 7,625 Additions — 33 993 8 1,034 Disposals — (1) (79) — (80) Other(1) (28) — - — (28) 31 March 2008 91,762 22,040 5,800 1,188 120,790 Accumulated impairment losses and amortisation: 1 April 2006 23,524 2,359 2,339 108 28,330 Exchange movements (623) (61) (45) (14) (743) Amortisation charge for the year — 1,088 719 293 2,100 Impairment losses 11,600 — - — 11,600 Transfer to other investments — (30) — (11) (41) Disposals — - (24) — (24) 31 March 2007 34,501 3,356 2,989 376 41,222 Exchange movements 5,925 433 436 28 6,822 Amortisation charge for the year — 1,343 802 337 2,482 Disposals — - (67) — (67) 31 March 2008 40,426 5,132 4,160 741 50,459 Net book value: 31 March 2007 40,567 13,900 1,316 489 56,272 31 March 2008 51,336 16,908 1,640 447 70,331 Note: (1) Represents a pre-tax c h arge against goodwill offsetting the tax benefit arising on recognition of a pre-acquisition deferred tax asset. For licences and spectrum fees and other intangible assets, amortisation is included within the cost of sales line within the Consolidated Income Statement. The net book value at 31 March 2008 and expiry dates of the most significant purchased licences are as follows: 2008 2007 Expiry date £m £m Germany December 2020 5,089 4,684 UK December 2021 4,579 4,912 Vodafone Group Plc Annual Report 2008 103

Vodafone — Financials Notes to the Consolidated Financial Statements continued 10. Impairment Impairment losses The impairment losses recognised in the Consolidated Income Statement, as a separate line item within operating profit, in respect of goodwill are as follows: 2008 2007 2006 Reportable segment £m £m £m Germany Germany — 6,700 19,400 Italy Italy — 4,900 3,600 Sweden Other Europe — - 515 — 11,600 23,515 Germany Du ring the year ended 31 March 2007, the goodwill in relation to the Group’s mobile operation in Germany was impaired by £6.7 billion following a test for impairment triggered by an increase in long term interest rates and increased price competition in the German market along with continued regulatory pressures. The impairment loss for the year ended 31 March 2006 of £19.4 billion was determined as part of the annual test for impairment and was as a result of the intensific ation in price competition, principally from new market entrants, together with high levels of penetration and continued regulated reductions in incoming call rates. The pre-tax risk adjusted discount rate used in the testing at 31 March 2007 was 10.6% (31 January 2007: 10.5%, 30 September 2006: 10.4%, 31 January 2006: 10.1%). Italy During the year ended 31 March 2007, the goodwill in relation to the Group’s mobile joint venture in Italy was impaired by £4.9 billion. During the second half of the 2007 financial year, £3.5 billion of the impairment loss resulted from the estimated impact of legislation cancelling the fixed fees for the top up of prepaid cards and the related competitive response in the Italian market. At 30 September 2006, the goodwill was impaired by £1.4 billion, following a test for impairment triggered by an increase in long term interest rates. The impairment loss for the year ended 31 March 2006 of £3.6 billi on was due to competitive pressures increasing with the mobile network operators competing aggressively on subsidies and, increasingly, on price. The pre-tax risk adjusted discount rate used in the testing at 31 March 2007 was 11.5% (31 January 2007: 11.2%, 30 September 2006: 10.9%, 31 January 2006: 10.1%). Sweden The impairment of the carrying value of goodwill of the Group’s mobile operation in Sweden in the year ended 31 March 2006 resulted from fierce competition in the Swe dish market combined with onerous 3G licence obligations. Prior to its disposal in the year ended 31 March 2006, the carrying value of goodwill was tested for impairment as increased competition provided an indicator that the goodwill may have been further impaired. The recoverable amount of the goodwill was determined as the fair value less costs to sell, reflecting the announcement on 31 October 2005 that the Group’s 100% interest in Vodafone Goodwill The carrying value of goodwill at 31 Ma rch was as follows: 2008 2007 £m £m Germany 10,984 9,355 Italy 13,205 11,125 Spain 12,168 10,285 36,357 30,765 Other 14,979 9,802 51,336 40,567 104 Vodafone Group Plc Annual Report 2008

Key assumptions used in the value in use calculations The key assumptions used in determining the value in use are: Assumption How determined Budgeted EBITDA Budgeted EBITDA, calculated as adjusted operating profit before depreciation and amortisation, has been based on past experience adjusted for the following: • voice and messaging revenue is expected to benefit from increased usage from new customers, the introduction of new services and traffic moving from fixed networks to mobile networks, though these factors will be partially offset by increased competitor activity, which may result in price declines, and the trend of falling termination rates; • non-messaging data revenue is expected to continue to grow strongly as the penetration of 3G enabled devices rises and new products and services are introduced; and • margins are expected to be impacted by negative factors such as an increase in the cost of acquiring and retain ing customers in increasingly competitive markets and the expectation of further termination rate cuts by regulators and by positive factors such as the efficiencies expected from the implementation of Group initiatives. Budgeted capital expenditure The cash flow forecasts for capital expenditure are based on past experience and includes the ongoing capital expenditure required to provide enhanced voice and data products and services and to meet the population coverage requirements of certain of the Group’s licences. Capital expenditure includes cash outflows for the purchase of property, plant and equipment and computer software. Long term growth rate For mobile businesses where the first five years of the ten year management plan are used for the Group’s value in use calculations, a long term growth rate into perpetuity has been determined as the lower of: • the nominal GDP rates for the country of operation; and • the long term compound annual growth rate in EBITDA in yea r s six to ten of the management plan. For mobile businesses where the full ten year management plans are used for the Group’s value in use calculations, a long term growth rate into perpetuity has been determined as the lower of: • the nominal GDP rates for the country of operation; and • the compound annual growth rate in EBITDA in years nine to ten of the management plan. For non-mobile businesses, no growth is expected beyond management’s plans for the initial five year p eriod. Pre-tax risk adjusted discount rate The discount rate applied to the cash flows of each of the Group’s operations is based on the risk free rate for ten year bonds issued by the government in the respective market, adjusted for a risk premium to reflect both the increased risk of investing in equities and the systematic risk of the specific Group operating company. In making this adjustment, inputs required are the equity market risk premium (that is the required increased return required over a nd above a risk free rate by an investor who is investing in the market as a whole) and the risk adjustment (“beta”) applied to reflect the risk of the specific Group operating company relative to the market as a whole. In determining the risk adjusted discount rate, management has applied an adjustment for the systematic risk to each of the Group’s operations determined using an average of the betas of comparable listed mobile telecommunications companies and, where available and appropriate , across a specific territory. Management has used a forward looking equity market risk premium that takes into consideration both studies by independent economists, the average equity market risk premium over the past ten years and the market risk premiums typically used by investment banks in evaluating acquisition proposals. Key assumptions for the Group’s operations in Germany and Italy are disclosed below under “Sensitivity to changes in assumptions”. During the year ended 31 March  2008, the most recent value in use calculation for Group’s operations in Spain was based on a pre-tax risk adjusted discount rate of 10.6% (2007: 9.7%) and long term growth rate of 1.4% (200

Vodafone — Financials Notes to the Consolidated Financial Statements continued 10. Impairment continued Sensitivity to changes in assumptions Other than as disclosed below, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of any cash generating unit to exceed its recoverable amount. 31 March 2008 As of 31 January 2008, the date of the Group’s annual impairment test, the estimated recoverable amount of the Group’s operations in Germany and Italy exceeded their carrying value by £2,700 million and £3,400 million respectively. The table below shows the key assumptions used in the value in use calculation and the amount by which each key assumption must change in isolation in order for the estimated recoverable amount to be equal to its carrying value in both cases. Assumptions used in value in Change required for carrying value use calculation to equ al the recoverable amount Germany Italy Germany Italy % % Percentage points Percentage points Pre-tax adjusted discount rate 10.2 11.5 1.6 2.7 Long term growth rate 1.2 0.1 (1.7) (3.0) Budgeted EBITDA(1) (2.2) 1.4 (2.0) (4.2) Budgeted capital expenditure(2) 7.5 to 8.7 5.8 to 9.5 4.2 6.6 Notes: (1) Budgeted EBITDA is expressed as the compound annual growth rates in the initial five years of the Group’s approved management plans. (2) Budgeted capital expenditure is expressed as the range of cap ital expenditure as a percentage of revenue in the initial five years of the Group’s approved management plans. 31 March 2007 Germany The estimated recoverable amount of the Group’s operations in Germany equalled its carrying value and, consequently, any adverse change in a key assumption could have caused a further impairment loss to be recognised. The last value in use calculation during the year ended 31 March 2007 was based on the following assumptions: • Pre-tax risk adj usted discount rate of 10.6%; • Long term growth rate of 1.2%; • Budgeted EBITDA, expressed as the compound annual growth rates in the initial five years of the Group’s approved management plans, of (4.2)%; and • Budgeted capital expenditure, expressed as the range of capital expenditure as a percentage of revenue in the initial five years of the Group’s approved management plans, of 7.5-7.0%. Italy The estimated recoverable amount of the Group’s operations in Italy equalled its carrying value and, consequently, any adverse change in a key assumption could have caused a further impairment loss to be recognised. The last value in use calculation during the year ended 31 March 2007 was based on the following assumptions: • Pre-tax risk adjusted discount rate of 11.5%; • Long term growth rate of 1.0%; • Budgeted EBITDA, expressed as the compound annual growth rates in the initial five years of the Group’s approved ma nagement plans, of (3.8)%; and • Budgeted capital expenditure, expressed as the range of capital expenditure as a percentage of revenue in the initial five years of the Group’s approved management plans, of 11.4-8.7%. 106 Vodafone Group Plc Annual Report 2008

11. Property, plant and equipment Equipment, Land and fixtures buildings and fittings Total £m £m £m Cost: 1 April 2006 1,112 25,731 26,843 Exchange movements (22) (839) (861) Arising on acquisition — 172 172 Additions 87 3,322 3,409 Transfer to other investments (1) (268) (269) Disposals (9) (692) (701) Reclassifications (4) 4 -Other 77 — 77 31 March 2007 1,240 27,430 28,670 Exchange movements 201 3,898 4, 099 Arising on acquisition 14 1,150 1,164 Additions 94 3,988 4,082 Disposals (10) (761) (771) Reclassifications (109) 109 — 31 March 2008 1,430 35,814 37,244 Accumulated depreciation and impairment: 1 April 2006 353 12,830 13,183 Exchange movements (7) (349) (356) Charge for the year 72 2,939 3,011 Transfer to other investments — (31) (31) Disposals (4) (605) (609) Other 28 — 28 31 March 2007 442 14,784 15,226 Exchange movements 77 2,456 2,533 Charge fo r the year 79 3,348 3,427 Disposals (10) (667) (677) Reclassifications (66) 66 — 31 March 2008 522 19,987 20,509 Net book value: 31 March 2007 798 12,646 13,444 31 March 2008 908 15,827 16,735 The net book value of land and buildings and equipment, fixtures and fittings includes £110 million and £51 million, respectively (2007: £49 million and £116 million) in relation to assets held under finance leases (see note 24). Included in the net book value of land and buildings and equipment, fixtures and fittings are assets in the course of construction, which are not depreciated, with a cost of £28 million and £1,013 million, respectively (2007: £13 million and £998 million). Property, plant and equipment with a net book value of £1,503 million (2007: £73 million) has been pledged as security against borrowings. Vodafone Group Plc Annual Report 2008 107

Vodafone — Financials Notes to the Consolidated Financial Statements continued 12. Principal subsidiary undertakings At 31 March 2008, the Company had the following principal subsidiary undertakings carrying on businesses which affect the profits and assets of the Group. Unless otherwise stated, the Company’s principal subsidiary undertakings all have share capital consisting solely of ordinary shares and are indirectly held. The country of incor poration or registration of all subsidiary undertakings is also their principal place of operation. Country of incorporation Percentage(1) Name Principal activity or registration shareholdings Arcor AG & Co. KG(2) Fixed line operator Germany 73.7 Vodafone Albania Sh.A. Mobile network operator Albania 99.9 Vodafone Americas Inc.(3) Holding company USA 100.0 Vodafone Czech Republic a.s. Mobile network operator Czech Republic 100.0 Vodafone D2 GmbH Mobile network operator Germany 100.0 Vodafone Egypt Tele communications S.A.E. Mobile network operator Egypt 54.9 Vodafone España S.A. Mobile network operator Spain 100.0 Vodafone Essar Limited(4) Mobile network operator India 51.6 Vodafone Europe B.V. Holding company Netherlands 100.0 Vodafone Group Services Limited(5) Global products and services provider England 100.0 Vodafone Holding GmbH Holding company Germany 100.0 Vodafone Holdings Europe S.L. Holding company Spain 100.0 Vodafone Hungary Mobile Telecommunications Limited Mobile network operator Hunga ry 100.0 Vodafone International Holdings B.V. Holding company Netherlands 100.0 Vodafone Investments Luxembourg S.a.r.l. Holding company Luxembourg 100.0 Vodafone Ireland Limited Mobile network operator Ireland 100.0 Vodafone Libertel B.V. Mobile network operator Netherlands 100.0 Vodafone Limited Mobile network operator England 100.0 Vodafone Malta Limited Mobile network operator Malta 100.0 Vodafone Marketing S.a.r.l. Provider of partner network services Luxembourg 100.0 Vodafone Network Pty Limited Mobil e network operator Australia 100.0 Vodafone New Zealand Limited Mobile network operator New Zealand 100.0 Vodafone-Panafon Hellenic Telecommunications Company S.A. Mobile network operator Greece 99.9 Vodafone Portugal-Comunicações Pessoais, S.A.(6) Mobile networkoperatorPortugal100.0 VodafoneRomaniaS.A.MobilenetworkoperatorRomania100.0 VodafoneTelekomunikasyonA.S.MobilenetworkoperatorTurkey100.0 Notes: (1) Rounded to nearest tenth of one percent. (2) Arcor AG & Co. KG is a partnersh ip and, accordingly, its share capital is comprised solely of partners’ capital rather than share capital. (3) Share capital consists of 395,834,251 ordinary shares and 1.65 million class D and E redeemable preference shares, of which 100% of the ordinary shares are held by the Group. (4) The Group owns 100% of CGP Investments (Holdings) Limited (“CGP”), which owns a 51.58% indirect shareholding in Vodafone Essar Limited. As part of its acquisition of CGP, Vodafone acquired a l ess than 50% equity interest in Telecom Investments India Private Limited (“TII”) and in Omega Telecom Holdings Private Limited (“Omega”), which in turn have a 19.54% and 5.11% indirect shareholding in Vodafone Essar Limited. The Group was granted call options to acquire 100% of the shares in two companies which together indirectly own the remaining share of TII and an option to acquire 100% of the shares in a third company, which owns the remaining shares in Omega. The Group also grante d a put option to each of the shareholders of these companies, which if exercised, would require Vodafone to purchase 100% of the equity in the respective company. If these options were exercised, which can only be done in accordance with Indian law prevailing at the time of exercise, the Group would own 66.98% of Vodafone Essar Limited. (5) The entire issued share capital of Vodafone Group Services Limited is held directly by Vodafone Group Plc. (6) 38.6% of the issued share capital of Vodafone P ortugal-Comunicações Pes soais, S.A. is held directly by Vodafone Group Plc. 108 Vodafone Group Plc Annual Report 2008

13. Investments in joint ventures Principal joint ventures Unless otherwise stated, the Company’s principal joint ventures all have share capital consisting solely of ordinary shares, which are indirectly held, and the country of incorporation or registration is also their principal place of operation. Country of incorporation Percentage(1) Name Principal activity or registration shareholdings Indus Towers Limited Tower company India 21.7(2)Polkomtel S.A. Mobile network operator Poland 19.6 Safaricom Limited(3)(4) Mobile network operator Kenya 35.0(5)Vodacom Group (Pty) Limited Holding company South Africa 50.0 Vodafone Fiji Limited Mobile network operator Fiji 49.0(5)Vodafone Omnitel N.V.(6) Mobile network operator Netherlands 76.9(7) Notes: (1) Rounded to nearest tenth of one percent. (2) Vodafone Essar, in which the Group has a 51.58% equity interest, owns 42.0% of Indus Towers Limited. (3) The Group also holds two non-voting shares. (4) An initial public offering of 25% of Safaricom shares held by the Government of Kenya closed to applicants on 23 April 2008. Share allocations are expected to be announced on, or around, 30 May 2008, following which Safaricom will be accounted for as an associate, rather than as a joint venture. The Group’s effective equity interest will remain unchanged. (5) The Group holds substantive participating rights which provide it with a veto over the significant financial and operating pol i cies of these entities and which ensure it is able to exercise joint control over these entities with the respective majority shareholder. (6) The principal place of operation of Vodafone Omnitel N.V. is Italy. (7) The Group considered the existence of substantive participating rights held by the minority shareholder provide that shareholder with a veto right over the significant financial and operating policies of Vodafone Omnitel N.V., and determined that, as a result of these rights, the Group does not have control over the financial and operating policies of Vodafone Omnitel N.V., despite the Group’s 76.9% ownership interest. Effect of proportionate consolidation of joint ventures The following presents, on a condensed basis, the effect of including joint ventures in the Consolidated Financial Statements using proportionate consolidation: 2008 2007 2006 £m £m £m Revenue 6,448 6,232 5,756 Cost of sales (3,225) (3,077) (2,832) Gross profit 3,223 3,155 2,924 Selling, distributio n and administrative expenses (1,155) (1,121) (885) Impairment losses — (4,900) (3,600) Operating profit/(loss) 2,068 (2,866) (1,561) Net financing costs (119) 46 27 Profit/(loss) before tax 1,949 (2,820) (1,534) Income tax expense (829) (614) (711) Profit/(loss) for the financial year 1,120 (3,434) (2,245) 2008 2007 £m £m Non-current assets 19,102 16,594 Current assets 235 1,062 Total assets 19,337 17,656 Total shareholders’ funds 16,036 17,754 Minority interests 13 8 Tot al equity 16,049 17,762 Non-current liabilities 352 333 Current liabilities 2,936 (439) Total liabilities 3,288 (106) Total equity and liabilities 19,337 17,656 Vodafone Group Plc Annual Report 2008 109

Vodafone — Financials Notes to the Consolidated Financial Statements continued 14. Investments in associated undertakings The Company’s principal associated undertakings all have share capital consisting solely of ordinary shares, unless otherwise stated, and are all indirectly held. The country of incorporation or registration of all associated undertakings is also their principal place of operation. Country of incorporation Percentage(1) Name Princi pal activity or registration shareholdings Cellco Partnership(2) Mobile network operator USA 45.0 Société Française du Radiotéléphone S.A. Mobile network and fixed line operator France 44.0 Notes: (1) Rounded to nearest tenth of one percent. (2) Cellco Partnership trades under the name Verizon Wireless. The principal office of the partnership is One Verizon Way, Basking Ridge, New Jersey, 07920 USA while the registered office is CSC — the Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, DE 19808, USA. The Group’s share of the aggregated financial information of equity accounted associated undertakings is set out below. The comparative information includes the share of results in Belgacom Mobile S.A. and Swisscom Mobile A.G. up to the date of their disposal on 3 November 2006 and 20 December 2006, respectively (see note 29). 2008 2007 2006 £m £m £m Revenue 13,630 12,919 12,480 Share of result in associated unde rtakings 2,876 2,728 2,428 2008 2007 £m £m Non-current assets 25,951 25,120 Current assets 2,546 1,998 Share of total assets 28,497 27,118 Non-current liabilities 1,830 2,067 Current liabilities 3,736 4,438 Minority interests 386 386 Share of total liabilities and minority interests 5,952 6,891 Share of equity shareholders’ funds in associated undertakings 22,545 20,227 15. Other investments Other investments comprise the following, all of which are classified as available-for-sale, with the exception of other debt and bonds, which are classified as loans and receivables, and cash held in restricted deposits: 2008 2007 £m £m Listed securities: Equity securities 4,813 3,915 Unlisted securities: Equity securities 949 634 Public debt and bonds 24 20 Other debt and bonds 1,352 1,046 Cash held in restricted deposits 229 260 7,367 5,875 The fair values of listed securities are based on quoted market prices and include the Group’s 3.2% investment in China Mobile Limited, which is listed on the Hong Kong and New York stock exchanges and incorporated under the laws of Hong Kong. China Mobile Limited is a mobile network operator and its principal place of operation is China. Unlisted equity securities include a 26% interest in Bharti Infotel Private Limited, through which the Group has a 4.36% economic interest in Bharti Airtel Limited. Unlisted equity investments are recorded at fair value where appropriate, or at cost if their fair value cannot be reliably measured as there is no active ma rket upon which they are traded. For public debt and bonds and cash held in restricted deposits, the carrying amount approximates fair value. Other debt and bonds include preferred equity and a subordinated loan received as part of the disposal of Vodafone Japan to SoftBank. The fair value of these instruments cannot be reliably measured as there is no active market in which these are traded. 110 Vodafone Group Plc Annual Report 2008

16. Inventory 2008 2007 £m £m Goods held for resale 417 288 Inventory is reported net of allowances for obsolescence, an analysis of which is as follows: 2008 2007 2006 £m £m £m 1 April 100 97 121 Transfer in respect of discontinued operations — - (40) Exchange movements 11 (2) 1 Amounts charged to the income statement 7 5 15 31 March 118 100 97 Cost of sales includes amounts related to inventory amounting to £4,320 million (2007: £3,797 million; 2006: £3,662 million). 17. Trade and other receivables 2008 2007 £m £m Included within non-current assets: Trade receivables 49 42 Other receivables 66 45 Prepayments and accrued income 121 183 Derivative financial instruments 831 224 1,067 494 Included within current assets: Trade receivables 3,549 2,844 Amounts owed by associated undertakings 21 14 Other receivables 494 226 Prepayments and accrued income 2,426 1,859 Derivative financial ins truments 61 80 6,551 5,023 The Group’s trade receivables are stated after allowances for bad and doubtful debts based on management’s assessment of creditworthiness, an analysis of which is as follows: 2008 2007 2006 £m £m £m 1 April 473 431 474 Transfer in respect of discontinued operations — - (41) Exchange movements 73 (16) 4 Amounts charged to administrative expenses 293 201 168 Trade receivables written off (175) (143) (174) 31 March 664 473 431 The carrying amounts of trade and other receivables approximate their fair value. Trade and other receivables are predominantly non-interest bearing. 2008 2007 £m £m Included within “Derivative financial instruments” : Fair value through the income statement (held for trading): Interest rate swaps 70 60 Foreign exchange swaps 42 78 112 138 Fair value hedges: Interest rate swaps 780 166 892 304 The fair values of these financial instruments are calculated by discounting the future cash flows to net p resent values using appropriate market interest and foreign currency rates prevailing at 31 March. Vodafone Group Plc Annual Report 2008 111

Vodafone — Financials Notes to the Consolidated Financial Statements continued 18. Cash and cash equivalents 2008 2007 £m £m Cash at bank and in hand 451 827 Money market funds 477 5,525 Repurchase agreements 478 -Commercial paper 293 1,129 Cash and cash equivalents as presented in the balance sheet 1,699 7,481 Bank overdrafts (47) (23) Cash and cash equivalents as presented in the cash flow statement 1,652 7,458 Bank balances and money mark et funds comprise cash held by the Group on a short term basis with original maturity of three months or less. The carrying amount of these assets approximates their fair value. All commercial paper investments and repurchase agreements have a maturity of less than three months and the carrying value approximates the fair value. 19. Called up share capital 2008 2007 Number £m Number £m Authorised: Ordinary shares of 11 3/7 US cents each (2007: 11 3/7 US cents) 68,250,000,000 4,875 68,250,000,000 4 ,875 B shares of 15 pence each 38,563,935,574 5,784 38,563,935,574 5,784 Deferred shares of 15 pence each 28,036,064,426 4,206 28,036,064,426 4,206 Ordinary shares allotted, issued and fully paid(1): 1 April 58,085,695,298 4,172 66,251,332,784 4,165 Allotted during the year 169,360,427 10 118,241,919 7 Consolidated during the year — - (8,283,879,405) — 31 March 58,255,055,725 4,182 58,085,695,298 4,172 B shares allotted, issued and fully paid(2): 1 April 132,001,365 20 — -Issued dur ing the year — - 66,271,035,240 9,941 Redeemed during the year (44,572,227) (7) (38,102,969,449) (5,715) Converted to deferred shares and subsequently cancelled during the year — - (28,036,064,426) (4,206) 31 March 87,429,138 13 132,001,365 20 Notes: (1) At 31 March 2008, the Group held 5,132,496,335 (2007: 5,250,617,951) treasury shares with a nominal value of £368 million (2007: £377 million). The market value of shares held was £7,745 million (2007: £7,115 million). During the year, 101,466,161 treasury shares (2007: 91,595,624 treasury shares) were reissued under Group share option schemes. (2) On 31 July 2006, Vodafone Group Plc undertook a return of capital to shareholders via a B share scheme and associated share consolidation. A total of 66,271,035,240 B shares were issued on that day, and 66,271,035,240 existing ordinary shares of 10 US cents each were consolidated into 57,987,155,835 new ordinary shares of 11 3/7 cents each. B shareholders were given the alternatives of initial redemption or future redemption at 15 pence per share or the payment of an initial dividend of 15 pence per share. The initial redemption took place on 4 August 2006 with future redemption dates on 5 February and 5 August each year until 5 August 2008 when the Company expects to exercise its right to redeem all B shares still in issue at their nominal value of 15 pence. B shareholders that chose future redemption are entitled to receive a conti nuing non-cumulative dividend of 75 per cent of sterling LIBOR payable semi-annually in arrear until they are redeemed. The continuing B share dividend is shown within financing costs in the income statement. B shareholders are only entitled to receive notice of (or attend, speak or vote at) any general meeting if the business includes a resolution for the winding up of the Company. If the Company is wound up, the holders of the B shares are entitled, before any payment to the ordinary shareholders, to repa yment of the amount paid up on each B share together with any outstanding entitlement to the B share continuing dividend. By 31 March 2008, total capital of £9,011 million had been returned to shareholders, £5,720 million by way of capital redemption and £3,291 million by way of initial dividend (note 21). The outstanding B share liability at 31 March 2008 has been classified as a financial liability. During the period, a transfer of £7 million (2007: £ 9,004 million) in respect of the B shar es has been made from retained losses (note 23) to the capital redemption reserve (note 21). The redemptions and initial dividend are shown within cash flows from financing activities in the cash flow s

20. Share-based payments The Company currently uses a number of equity settled share plans to grant options and shares to its directors and employees. The maximum aggregate number of ordinary shares which may be issued in respect of share options or share plans will not (without shareholder approval) exceed: • 10% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of or dinary shares which have been allocated in the preceding ten year period under all plans; and • 5% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have been allocated in the preceding ten year period under all plans, other than any plans which are operated on an all-employee basis. Share options Vodafone Group Sharesave Scheme The Vodafone Group 1998 Sharesave Scheme (the “Sharesave Scheme”) enables UK staff to acquire shares in the Company through monthly savings of up to £250 over a three or five year period, at the end of which they also receive a tax free bonus. The savings and bonus may then be used to purchase shares at the option price, which is set at the beginning of the invitation period and usually at a discount of 20% to the then prevailing market price of the Company’s shares. Vodafone Group executive schemes The Vodafone Global Incentive Plan is a discretio nary plan under which share options are granted to directors and certain employees. Some of the share options are subject to performance conditions. Options are normally exercisable between three and ten years from the date of grant. The Company has a number of discretionary share option plans, under which awards are no longer made: the Vodafone Group 1998 Company Share Option Scheme and Vodafone Group 1988 Executive Share Option Scheme (which are UK HM Revenue and Customs approved); the Vodafone Group 1998 Executive Share Option Scheme and the Vodafone 1988 Share Option Scheme (which are unapproved); and the Vodafone Group 1999 Long Term Incentive Plan. Some of the options are subject to performance conditions. Options are normally exercisable between three and ten years from the date of grant. For grants made to US employees, prior to 7 July 2003 the options have phased vesting over a four year period and are exercisable in respect of ADSs. For grants made from 7 July 2003, options are normally ex ercisable between three and ten years from the date of grant, subject to the satisfaction of predetermined performance conditions and are exercisable in respect of ADSs. Other share option schemes Share option schemes are operated by certain of the Group’s subsidiary undertakings although awards are no longer made under these schemes. Share plans Vodafone Share Incentive Plan The Share Incentive Plan enables UK staff to acquire shares in the Company through monthly purchases of up to £125 per mont h or 5% of salary, whichever is lower. For each share purchased by the employee, the Company provides a free matching share. Vodafone Group AllShares All permanent employees at 1 April 2007 received a conditional award of 320 shares (2007: 340) in Vodafone Group Plc on 2 July 2007, under the Vodafone Global Incentive Plan. The awards vest after two years and are not subject to performance conditions but are subject to continued employment. Vodafone Group executive plans Under the Vodafone Global I ncentive Plan and its predecessor the Vodafone Group Plc 1999 Long Term Stock Incentive Plan, awards of performance shares are granted to directors and certain employees. The release of these shares is conditional upon achievement of performance targets measured over a three year period. Under the Vodafone Group Deferred Share Bonus Plan, directors and certain employees may defer their annual bonus into shares. Subject to continued employment and retention of the deferred shares for two years, additional sh ares are released at th e end of this two year period if a performance condition has been satisfied. Movements in ordinar

Vodafone — Financials Notes to the Consolidated Financial Statements continued 20. Share-based payments continued Summary of options outstanding and exercisable at 31 March 2008 Outstanding Exercisable Weighted Weighted average average Weighted remaining Weighted remaining Outstanding average contractual Exercisable average contractual shares exercise life shares exercise life Millions price Months Millions price Months Vodafone Group Savings Related and Sharesave Scheme: £0.01 — £1.00 12 £0.93 27 — - -£1.01 — £2.00 12 £1.21 32 — - — 24 £1.07 30 — - — Vodafone Group Executive Schemes: £1.01 — £2.00 5 £1.60 6 5 £1.60 6 £2.01 — £3.00 23 £2.75 25 23 £2.75 25 28 £2.53 22 28 £2.53 22 Vodafone Group 1999 Long Term Stock Incentive Plan: £0.01 — £1.00 69 £0.90 51 69 £0.90 51 £1.01 — £2.00 247 £1.47 70 141 £1.49 46 316 £1.34 66 210 £1.29 48 Other Share Option Plans: £1.01 — £2.00 2 £1.21 43 2 £1.21 43 £2.01 — £3.00 2 £2.05 47 2 £2.05 47 Greater than £3.01 1 £3.20 33 1 £3.20 33 5 £1.78 43 5 £1.78 43 Vodafone Group 1999 Long Term Stock Incentive Plan: $10.01 — $30.00 1 $18.15 48 1 $17.59 46 Fair value ADS options Ordinary share options Board of directors and Other Executive Committee Other 2008 2007 2 006 2008 2007 2006 2008 2007 2006 4-5 5-6 8-9 4-5 5-6 6-7 4-5 5-7 8-9 Expected share price volatility 25.5-33.5% 27.3-28.3% 17.9-18.9% 25.7-27.7% 24.0-27.7% 17.6-18.6% 25.5-33.5% 25.5-28.3% 17.9-18.9% Dividend yield 3.8-4.2% 5.1-5.5% 2.8-3.2% 4.0-4.4% 4.8-5.5% 2.6-3.0% 3.8-4.2% 5.1-6.1% 2.8-3.2% Risk free rates 4.4-5.7% 4.8% 4.2% 5.5% 4.7-4.9% 4.2% 4.4-5.7% 4.6-4.9% 4.2% Exercise price(1) £1.67-1.76 £1.15 £1.36 £1.68 £1.15-1.36 £1.45 £1.67-1.76 £1.14-1.16 £1.36 N ote: (1) In the years ended 31 March 2008 and 31 March 2007, there was more than one option grant. The fair value of options is estimated at the date of grant using a lattice-based option valuation model, which incorporates ranges of assumptions for inputs as disclosed above. Certain options granted to the Board of directors and Executive Committee have a market based performance condition attached and hence the assumptions are disclosed separately. Share awards Movements in non-vested shares during the year ended 31 March 2008 are as follows: All Shares Other Total Weighted Weighted Weighted average fair average fair average fair value at value at value at Millions grant date Millions grant date Millions grant date 1 April 2007 33 £1.13 197 £1.04 230 £1.05 Granted 19 £1.55 89 £1.38 108 £1.41 Vested (15) £1.26 (50) £1.11 (65) £1.15 Forfeited (3) £1.26 (23) £1.09 (26) £1.11 31 March 2008 34 £1.30 213 £1.16 247 £1.18 Other information The weighted average grant date fair value of options granted during the 2008 financial year was £0.34 (2007: £0.22, 2006: £0.30). The total fair value of shares vested during the year ended 31 March 2008 was £75 million (2007: £41 million, 2006: £18 million). The compensation cost included in the Consolidated Income Statement in respect of share options and share plans for continuing operations was £107 million (2007: £93 million, 2006: £109 million), which is comprised entirely of equity-settled transactions. Including discontinued operations, the compensation cost included in the Consolidated Income Statement in respect of share options and share plans in total was £107 million (2007: £93 million, 2006: £114 million). The average share price for the year ended 31 March 2008 was 166 pence. 114 Vodafone Group Plc Annual Report 2008

21. Transactions with equity shareholders Share Additional Capital premium Own shares paid-in redemption account held capital reserve £m £m £m £m 1 April 2005 52,284 (5,121) 100,081 -Issue of new shares 152 — (44) -Purchase of own shares — (6,500) — -Own shares released on vesting of share awards 8 370 (8) -Cancellation of own shares held — 3,053 — 128 Share-based payment charge, inclusive of tax credit of £9 — - 123million — 31 March 2006 52,444 (8,198) 100,152 128 Issue of new shares 154 — (44) -Own shares released on vesting of share awards — 151 — -Share consolidation (9,026) — - -B share capital redemption — - — 5,713 B share preference dividend — - — 3,291 Share-based payment charge, inclusive of tax charge of £16 — - 77 million — 31 March 2007 43,572 (8,047) 100,185 9,132 Issue of new shares 263 — (134) -Own shares rel eased on vesting of share awards 14 191 (14) -B share capital redemption — - — 7 Transfer of B share nominal value in respect of (915)own shares — - deferred 915 Share-based payment charge, inclusive of tax credit of £7 — - 114million — 31 March 2008 42,934 (7,856) 100,151 10,054 22. Movements in accumulated other recognised income and expense Available- for-sale Asset Translation Pensions investments revaluation reserve reserve reserve surplus Other Total £m £m £m £m £m £m 1 April 2005 1,521 (79) 339 — - 1,781 Gains/(losses) arising in the year 1,486 (43) 710 112 — 2,265 Transfer to the income statement on disposal 36 — - — - 36 Tax effect — 13 (5) — - 8 31 March 2006 3,043 (109) 1,044 112 — 4,090 (Losses)/gains arising in the year (3,802) 65 2,108 — - (1,629) Transfer to the income statement on disposal 838 — - — - 838 Tax effect 22 (15) — - — 7 31 March  2007 101 (59) 3,152 112 — 3,306 Gains/(losses) arising in the year 5,827 (47) 1,949 — 37 7,766 Transfer to the income statement on disposal (7) — (570) — - (577) Tax effect 53 10 — - — 63 31 March 2008 5,974 (96) 4,531 112 37 10,558 23. Movements in retained losses 2008 2007 2006 £m £m £m 1 April (85,253) (67,356) (39,511) Profit/(loss) for the financial year 6,660 (5,426) (21,916) Equity dividends (note 7) (3,653) (3,566) (2,753) Gain on expiration of equity put right — 142 — Loss on issue of treasury shares (60) (43) (123) B share capital redemption (7) (5,713) -B share preference dividend — (3,291) -Cancellation of shares — - (3,053) Grant of equity put right(1) 333 — - 31 March (81,980) (85,253) (67,356) Note: (1) In the year ended 31 March 2008, a charge of £333 million, representing the fair value of put options granted by the Group over the Essar group’s interest in Vodafone Essa r, has been recognised as an expense. The offsetting credit was recognised in retained losses, as no equivalent liability arose in respect of the fair value of the put options granted. Vodafone Group Plc Annual Report 2008 115

Vodafone — Financials Notes to the Consolidated Financial Statements continued 24. Borrowings Financial risk management The Group’s treasury function provides a centralised service to the Group for funding, foreign exchange, interest rate management and counterparty risk management. Treasury operations are conducted within a framework of policies and guidelines authorised and reviewed annually by the Company’s Board, most recently on 25 September  2007. A Treasury Risk Committee, comprising of the Group’s Chief Financial Officer, Group General Counsel and Company Secretary, Group Treasurer and Director of Financial Reporting, meets at least annually to review treasury activities and its members receive management information relating to treasury activities on a quarterly basis. In accordance with the Group treasury policy, a quorum for meetings is four members and either the Chief Financial Officer or Group General Counsel and Company Secr etary must be present at each meeting. The Group accounting function, which does not report to the Group Treasurer, provides regular update reports of treasury activity to the Board. The Group’s internal auditors review the internal control environment regularly. The Group uses a number of derivative instruments that are transacted, for risk management purposes only, by specialist treasury personnel. There has been no significant change during the financial year, or since the end of the year, to the ty pes of financial risks faced by the Group or the Group’s approach to the management of those risks. Capital management The following table summarises the capital of the Group: 2008 2007 £m £m Cash and cash equivalents (1,699) (7,481) Derivative financial instruments (348) (85) Borrowings 27,194 22,615 Net debt 25,147 15,049 Equity 76,471 67,293 Capital 101,618 82,342 The Group’s policy is to borrow centrally, using a mixture of long term and short term capital market issues and borr owing facilities, to meet anticipated funding requirements. These borrowings, together with cash generated from operations, are on-lent or contributed as equity to certain subsidiaries. The Board has approved three debt protection ratios, being: net interest to operating cash flow (plus dividends from associated undertakings); retained cash flow (operating cash flow plus dividends from associated undertakings less interest, tax, dividends to minorities and equity dividends) to net debt; and operating cash f low (plus dividends from associated undertakings) to net debt. These internal ratios establish levels of debt that the Group should not exceed other than for relatively short periods of time and are shared with the Group’s debt rating agencies, being Moody’s, Fitch Ratings and Standard & Poor’s. The Group complied with these ratios throughout the financial year. Credit risk The Group considers its exposure to credit risk at 31 March to be as follows: 2008 2007 £m £m Bank deposi ts 451 827 Repurchase agreements 478 -Money market fund investments 477 5,525 Commercial paper investments 293 1,129 Derivative financial instruments 892 304 Other investments — debt and bonds 1,376 1,066 Trade receivables 3,598 2,886 7,565 11,737 Investments in commercial paper and money market deposits are in accordance with established internal Treasury policies which dictate that an investment’s long term credit rating is no lower than single A. Additionally, the Group invests in AAA unsecured money market mutual funds where the investment is limited to 10% of each fund. The Group has investments in repurchase agreements which are fully collateralised investments. The collateral is Sovereign and Supranational debt of major EU countries denominated in euros and US dollars and can be readily converted to cash. In the event of any default, ownership of the collateral would revert to the Group. Detailed below is the value of the collateral held by the Group at 31 March 2008: 2008 2007 £ m £m So vereign 418 -Supranational 60 — 478 — The majority of the Group’s trade receivables are due for maturity within 90 days and largely comprise a mount

would reduce or increase profit before tax by approximately £3 million (2007: increase or reduce by £24 million), including mark-to-market revaluations of interest rate and other derivatives and the potential interest on outstanding tax issues. There would be no material impact on equity. Foreign exchange management As Vodafone’s primary listing is on the London Stock Exchange, its share price is quoted in sterling. Since the sterling s hare price represents the value of its future multi-currency cash flows, principally in euro, sterling and US dollars, the Group maintains the currency of debt and interest charges in proportion to its expected future principal multi-currency cash flows and has a policy to hedge external foreign exchange risks on transactions denominated in other currencies above certain de minimis levels. As the Group’s future cash flows are increasingly likely to be derived from emerging markets, it is likely that mo re debt in emerging market currencies will be drawn. As such, at 31 March 2008, 119% of net debt was denominated in currencies other than sterling (80% euro, 27% US dollar and 12% other), while 19% of net debt had been purchased forward in sterling in anticipation of sterling denominated shareholder returns via dividends. This allows euro, US dollar and other debt to be serviced in proportion to expected future cash flows and, therefore, provides a partial hedge against income statement translation exp osure, as interest costs will be denominated in foreign currencies. Yen debt is used as a hedge against the value of yen assets as the Group has minimal yen cash flows. A relative weakening in the value of sterling against certain currencies in which the Group maintains cash and cash equivalents has resulted in an increase in cash and cash equivalents of £129 million from currency translation differences. Under the Group’s foreign exchange management policy, foreign exchange transaction expos ure in Group companies is generally maintained at the lower of €5 million per currency per month period. The Group is exposed to profit and loss account volatility on the retranslation of certain investments received upon the disposal of Vodafone Japan to SoftBank which are yen denominated financial instruments but are owned by legal entities with either a sterling or euro functional currency. In addition, a US dollar denominated financial liabilit y arising from the put rights granted over the Essar Group’s interests in Vodafone Essar in the 2008 financial year and discussed on page 118, were granted by a legal entity with a euro functional currency. A 10%, 2% or 1% (2007: 2%, 5% or rates would have a £47 million, £17 million or £23 million (2007: £8 million, £33 million and nil) impact on profit or loss in relation to these financial instruments. The Group recognises foreign exchange movements i n equity for the translation of net investment hedging instruments and balances treated as investments in foreign operations. However, there is no net impact on equity for exchange rate movements as there would be an offset in the currency translation of the foreign operation. The following table details the Group’s sensitivity of the Group’s adjusted operating profit to a strengthening of the Group’s major currencies in which it transacts. The percentage movement applied to each currency is based on the average movements in the previous three annual reporting periods. The analysis has been performed based on the movement occurring at the start of the reporting period and is calculated by retranslating the adjusted operating profit of each entity whose functional currency is either euro or US dollar. 2008 £m Euro 6% change — Adjusted operating profit 357 US dollar 7% change — Adjusted operating profit 177 At 31 March 2007, sensitivity of the Group’s adjusted operating p rofit was analysed for euro 3% change and US$ 8% change, representing £175   million and £176 million respectively. month or €15 million per currencyEquity risk The Group has equity investments, primarily in China Mobile Limited and Bharti Infotel Priva

Vodafone — Financials Notes to the Consolidated Financial Statements continued 24. Borrowings continued The fair value and carrying value of the Group’s long term borrowings is as follows: Fair value Carrying value 2008 2007 2008 2007 £m £m £m £m Financial liabilities measured at amortised cost: Bank loans 2,669 2,086 2,669 2,086 Redeemable preference shares 985 818 985 818 Finance lease obligations 60 59 60 59 Bonds: Euro FRN due July 2008 — 849 — 858 Euro FRN due February 2009 — 102 — 102 Euro FRN due February 2010 237 204 240 205 US dollar FRN due June 2011 227 224 176 178 Euro FRN due January 2012 775 683 805 685 Euro FRN due January 2012 232 205 241 197 US dollar FRN due February 2012 236 254 253 255 Euro FRN due September 2013 644 582 679 579 Euro FRN due June 2014 930 — 998 — 5.125% euro 500m bond due April 2015 397 350 427 365 5% euro 750m bond du e June 2018 578 515 620 529 Other liabilities(1) 2,984 156 2,945 156 Loans in fair value hedge relationships: 5.5% euro 400m bond due July 2008 — 32 — 34 6.25% sterling 250m bond due July 2008 — 251 — 249 6.25% sterling 150m bond due July 2008 — 151 — 149 6.65% US dollar 500m bond due May 2008 — 129 — 132 4.0% euro 300m bond due January 2009 — 203 — 204 4.25% euro 1.4bn bond due May 2009 1,112 950 1,135 965 4.25% euro 500m bond due May 2009 397 339 408 348 4.75% euro 3bn bond due May 2009 695 596 709 602 7.75% US dollar 2.75bn bond due February 2010 1,466 1,480 1,492 1,467 5.5% US dollar 750m bond due June 2011 386385410390 5.35%USdollar500mbonddueFebruary2012 255255271256 3.625%euro750mbonddueNovember2012 564487584492 6.75%Australiandollar265mbonddueJanuary2013121108119110 5.0%USdollar1bnbonddueDecember2013 532464541502 4.625%sterling350mbonddueSeptember2014 319321347334 5.375%USdollar500mbonddueJanuary20 15 256250268249 5.375%USdollar400mbonddueJanuary2015 205200215199 5.0%USdollar750mbonddueSeptember2015 419423406375 5.75%USdollar750mbonddueMarch2016375384415384 4.75%euro300mbonddueJune2016227204245209 4.75%euro200mbonddueJune2016151136164140 5.625%USdollar1.3bnbonddueFebruary2017 640650716661 4.625%USdollar500mbonddueJuly2018227231257235 5.375%euro500mbondJune2022374-420-5.625%sterling250mbonddueDecember2025 220242259253 7.875%USdollar750mbonddueFebruary2030 409441514481 5.9%sterling450mbonddueNovember203 2 410454458451 6.25%USdollar495mbonddueNovember2032 258250275252 6.15%USdollar1.2bnbonddueFebruary2037 568609665603 6.15%USdollar500mbonddueFebruary2037 237-271- Long term borrowings 21,777 17,712 22,662 17,798 Note: (1) Amount at 31 March 2008 includes £2,476 million (2007 : £nil) in relation to the written put options disclosed in note 12 and written put options granted to the Essar Group that, if exercised, would allow the Essar Group to sell its 33% shareholding in Vodafone Essa r to the Group for US$5 billion or to sell between US$1 billion and US$5 billion worth of Vodafone Essar shares at an independently appraised fair market value. Fair values are calculated using discounted cash flows with a discount rate based upon forward interest rates available to the Group at the balance sheet date. Banks loans include a ZAR7.2 billion loan held by Vodafone Holdings SA Pty Limited (“VHSA”), which directly and indirectly owns the Group’s 50% interest in Vodacom Group (Pty) Limited. VHSA has pledged its 100% equity shareholding in Vodafone Investments SA (“VISA”) as security for its loan obligations. The terms and conditions of the pledge mean that should VHSA not meet all of its loan payment and performance obligations, the lenders may sell the equity shareholding in its subsidiary VISA at market value to recover their losses, with any remaining sales proceeds being returned to VHSA. Vodafone International Holdings B.V. and VISA have also guarant eed this loan with recourse o nly to the VHSA and Vodafone Telecommunications Investment SA (“VTISA”) shares they have respectively pledged. The terms and conditions of the security arrangement mean the lenders may be able to sell these respective shares in preference to the VISA shares held by VHSA. An arrangement has been put in

Bank loans also include INR66 billion of loans held by Vodafone Essar Limited (“VEL”) and its subsidiaries (the “VEL Group”, a total of eight legal entities), which form the operating companies in India. The VEL Group has a number of security arrangements supporting its secured loan obligations comprising its physical assets and certain share pledges of the shares under VEL. The terms and conditions of the security arrangements mean tha t should members of the VEL Group not meet all of their loan payment and performance obligations, the lenders may sell the pledged shares and/or assets to recover their losses, with any remaining sales proceeds being returned to the VEL Group. Six of the eight legal entities provide cross guarantees to the lenders. Maturity of borrowings The maturity profile of the anticipated future cash flows including interest in relation to the Group’s non-derivative financial liabilities on an undiscounted basis, which, therefore, differs from both the carrying value and fair value, is as follows: Redeemable Finance Loans in fair Bank preference lease Other value hedge loans shares obligations Bonds liabilities relationships Total £m £m £m £m £m £m £m Within one year 838 43 12 1,368 1,788 1,443 5,492 In one to two years 369 104 12 464 110 4,168 5,227 In two to three years 1,490 77 12 214 2,732 398 4,923 In three to four years 346 43 12 1,671 — 1,016 3,088 In four to five years 142 43 11 139 223 1,082 1,640 In more than five years 423 1,132 26 2,990 137 9,459 14,167 3,608 1,442 85 6,846 4,990 17,566 34,537 Effect of discount/financing rates (133) (457) (16) (1,282) (258) (5,197) (7,343) 31 March 2008 3,475 985 69 5,564 4,732 12,369 27,194 Within one year 116 43 11 1,853 2,225 1,464 5,712 In one to two years 142 43 11 1,100 21 1,346 2,663 In two to three years 153 43 10 334 — 3,802 4,342 In three to four years 1,265 43 10 123 51 355 1,847 In four to five years 265 43 9 1 ,430 — 979 2,726 In more than five years 384 1,187 32 1,707 84 9,140 12,534 2,325 1,402 83 6,547 2,381 17,086 29,824 Effect of discount/financing rates (145) (584) (17) (946) — (5,517) (7,209) 31 March 2007 2,180 818 66 5,601 2,381 11,569 22,615 The maturity profile of the Group’s financial derivatives (which include interest rate and foreign exchange swaps), using undiscounted cash flows, is as follows: 2008 2007 Payable Receivable Payable Receivable £m £m £m £m With in one year 14,931 14,749 15,163 15,163 In one to two years 433 644 611 626 In two to three years 378 441 503 587 In three to four years 399 430 403 398 In four to five years 380 406 400 387 In more than five years 3,662 4,637 3,577 3,596 20,183 21,307 20,657 20,757 The currency split of the Group’s foreign exchange derivatives, all of which mature in less than one year, is as follows: 2008 2007 Payable Receivable Payable Receivable £m £m £m £m Sterling 2,126 8,262 1,000 5,477 Euro 10,111 — 7,204 -US dollar 2,076 4,992 6,178 8,166 Japanese yen 27 15 — 106 Other 42 797 84 747 14,382 14,066 14,466 14,496 Payables and receivables are stated separately in the table above as settlement is on a gross basis. The £316 million net payable (2007: £30 million net receivable) in relation to foreign exchange financial instruments in the table above is split £358 million (2007: £48 million) within trade and other payables and £42 million ( 2007: £78 million) within trade and other receivables. The present value of minimum lease payments under finance lease arrangements under which the Group has leased certain of its equipment is analysed as follows: 2008 2007 £m £m Within one year 9 7 In two to five years 37 30 In more than five years 24 29 Vodafone Group Plc Annual Report 2008 119

Vodafone — Financials Notes to the Consolidated Financial Statements continued 24. Borrowings continued Interest rate and currency of borrowings Total Floating rate Fixed rate Other borrowings borrowings borrowings(1) borrowings Currency £m £m £m £m Sterling 1,563 1,563 — -Euro 10,787 9,673 1,114 -US dollar 10,932 8,456 — 2,476 Japanese yen 1,516 1,516 — -Other 2,396 2,396 — - 31 March 2008 27,194 23,604 1,114 2 ,476 Sterling 1,520 1,520 — -Euro 9,295 8,382 913 -US dollar 9,687 9,687 — -Japanese yen 1,118 1,118 — -Other 995 995 — - 31 March 2007 22,615 21,702 913 — (1) The weighted average interest rate for the Group’s euro denominated fixed rate borrowings is 5.1% (2007: 5.1%). The weighted average time for which the rates are fixed is 8.8 years (2007: 9.8 years). Other borrowings of £2,476 million are the liabilities arising under put options granted ove r interests in Vodafone Essar. Interest on floating rate borrowings is generally based on national LIBOR equivalents or government bond rates in the relevant currencies. The figures shown in the tables above take into account interest rate swaps used to manage the interest rate profile of financial liabilities. At 31 March 2008, the Group had entered into foreign exchange contracts to decrease its sterling, US dollar and other currency borrowings above by amounts equal to £6,136 million, £2,916 million and £755 million respectively and to increase its euro and Japanese Yen borrowings above by amounts equal to £10,111 million and £12 million respectively. At 31 March 2007, the Group had entered into foreign exchange contracts to decrease its sterling, US dollar, Japanese yen and other currency borrowings above by amounts equal to £4,477 million, £1,988 million, £106 million and £663 million respectively and to i ncrease its euro borrowings above by amounts equal to £7,204 million. Further protection from euro and Japanese yen interest rate movements on debt is provided by interest rate swaps. At 31 March 2008, the Group had euro denominated interest rate swaps for amounts equal to £796 million. The average effective rate which has been fixed, is 2.62%. In addition, the Group has entered into euro denominated forward starting interest rate swaps for amounts equal to £3,183 million and £796 million, which cover the periods June 2008 to June 2009 and September 2008 to September 2009, respectively. The effective rates, which have been fixed, range from 2.87% per annum to 3.02% per annum. Borrowing facilities At 31 March 2008, the Group’s most significant committed borrowing facilities comprised two bank facilities of $6,125 million (£3,083 million) and $5,200 million (£2,617 million) expiring between two and five year s and in more than five years, respectively (2007: two bank facilities of $5,925 million (£3,010 million) and $5,025 million (£2,553 million)), a ¥259 billion (£1,306 million, 2007: ¥259 billion (£1,117 million)) term credit facility, which expires between two and five years and a €400 million (£318 million, expires in more than five years. The US dollar bank facilities remained undrawn throughout the financial year, the ¥259 billion term credit facility was fully drawn down on 21 December 2005 and the down on 14 February 2007. Under the terms and conditions of the $6,125 million and $5,200 million bank facilities, lenders have the right, but not the obligation, to cancel their commitment 30 days from the date of notification of a change of control of the Company and have outstanding advances repaid on the last day of the current interes t period. The facility agreement provides for certain structural changes that do not affect the obligations of the Company to be specifically excluded from the definition of a change of control. This is in addition to the rights of lenders to cancel their commitment if the Company has committed an event of default. Substantially the same terms and conditions apply in the case of Vodafone Finance K.K.’s ¥259 billion term credit facility, although the change of control provision is applicable to any guarantor of borrowings under the

25. Post employment benefits Background At 31 March 2008, the Group operated a number of pension plans for the benefit of its employees throughout the world, which vary depending on the conditions and practices in the countries concerned. The Group’s pension plans are provided through both defined benefit and defined contribution arrangements. Defined benefit schemes provide benefits based on the employees’ length of pensionable service and their final pensionable salary or other criteria. Defined contribution schemes offer employees individual funds that are converted into benefits at the time of retirement. The principal defined benefit pension scheme of the Group is in the United Kingdom. This tax approved final salary scheme was closed to new entrants from 1 January 2006. The assets of the scheme are held in an external trustee administered fund. In addition, the Group operates defined benefit schemes in Germany, Greece, India, Ireland, It aly, Turkey and the United States. Defined contribution pension schemes are currently provided in Australia, Egypt, Greece, Hungary, Ireland, Italy, Kenya, Malta, the Netherlands, New Zealand, Portugal, South Africa, Spain and the United Kingdom. Income statement expense 2008 2007 2006 £m £m £m Defined contribution schemes 63 32 28 Defined benefit schemes 28 62 52 Total amount charged to the income statement (note 35) 91 94 80 Defined benefit schemes The principal actuarial assumptions used f or estimating the Group’s benefit obligations are set out below: 2008(1) 2007(1) 2006(1) Weighted average actuarial assumptions used at 31 March: Rate of inflation 3.1% 2.7% 2.5% Rate of increase in salaries 4.3% 4.4% 4.2% Rate of increase in pensions in payment and deferred pensions 3.1% 2.7% 2.5% Discount rate 6.1% 5.1% 4.8% Expected rates of return: Equities 8.0% 7.8% 7.3% Bonds(2) 4.4% 4.8% 4.2% Other assets 1.3% 5.3% 3.4% Notes: (1) Figures shown represent a weighted average assumption of the individual schemes. (2) For the year ended 31 March 2008 the expected rate of return for bonds consisted of a 4.7% rate of return for corporate bonds (2007: 5.1%) and a 3.5% rate of return for government bonds (2007: 4.0%). The expected return on assets assumptions are derived by considering the expected long term rates of return on plan investments. The overall rate of return is a weighted average of the expected returns of the individual investments made in the group plans. The long term rates of return on equities and property are derived from considering current risk free rates of return with the addition of an appropriate future risk premium from an analysis of historic returns in various countries. The long term rates of return on bonds and cash investments are set in line with market yields currently available at the balance sheet date. Mortality assumptions used are consistent with those recommended by the individual scheme actuaries and reflect the latest available tables, adjusted for the experience of the Group where appropriate. The largest scheme in the Group is the UK scheme and the tables used for this scheme indicate a further life expectancy for a male/female pensioner currently aged 65 of 22.0/24.8 years (2007: 19.4/22.4 years, 2006: 17.8/20.7 years) and a further life expectancy for a male/female non-pensioner member currently aged 40 of 23.2/26.0 years (2007: 22.1/25.1 years, 2006: 20.3/23.3 years) from age 65. Measurement of the Group’s defined benefit retirement obligations are particularly sensitive to changes in certain key assumptions, including the discount rate. An increase or decrease in the discount rate of 0.5% would result in a £135 million decrease or a £145 million increase in the defined benefit obligation, respectively. Charges made to the Consolidated Income Statement and Consolidated Statement of Recognised Income and Expense (“SORIE”) on the basis of the assumptions stated above are: 2008 2007 2006 £m £m £m Current service cost 53 74 57 Interest cost 69 61 52 Expected return on pension assets (89) (73) (57) Curtailment (5) — - Total included within staff costs 28

Vodafone — Financials Notes to the Consolidated Financial Statements continued 25. Post employment benefits continued Fair value of the assets and present value of the liabilities of the schemes The amount included in the balance sheet arising from the Group’s obligations in respect of its defined benefit schemes is as follows: 2008 2007 2006 £m £m £m Movement in pension assets: 1 April 1,251 1,123 874 Reclassification as held for sale — - (3) Expected return on pension assets 89 73 57 Actuarial (losses)/gains (176) 26 121 Employer cash contributions 86 55 85 Member cash contributions 13 13 11 Benefits paid (42) (32) (27) Exchange rate movements 50 (7) 5 31 March 1,271 1,251 1,123 Movement in pension liabilities: 1 April 1,292 1,224 998 Reclassification as held for sale — - (31) Current service cost 53 74 57 Interest cost 69 61 52 Member cash contributions 13 13 11 Actuarial (gains)/losses (129) (39) 164 Benefits paid (42) (32) (27) Other movements (6) 4 (8) Exchange rate movements 60 (13) 8 31 March 1,310 1,292 1,224 An analysis of net assets/(deficits) is provided below for the Group’s principal defined benefit pension scheme in the UK and for the Group as a whole. UK Group 2008 2007 2006 2005 2008 2007 2006 2005 £m £m £m £m £m £m £m £m Analysis of net assets/(deficits): Total fair value of scheme assets 934 954 835 628 1,271 1,251 1,123 874 Present value of funded scheme liabilities (902) (901) (847) (619) (1,217) (1,194) (1,128) (918) Net assets/(deficits) for funded schemes 32 53 (12) 9 54 57 (5) (44) Present value of unfunded scheme liabilities — - — - (93) (98) (96) (80) Net assets/(deficits) 32 53 (12) 9 (39) (41) (101) (124) Net assets/(deficits) are analysed as: Assets 32 53 — 9 65 82 19 12 Liabilities — - (12) — (104) (123) (120) (136) It is expected that contributions of £82 million will be paid into the Group’s defined benefit retirement schemes during the year ending 31 March 2009. Actual return on pension assets 2008 2007 2006 £m £m £m Actual return on pension assets (87) 99 178 Analysis of pension assets at 31 March is as follows: % % % Equities 68.5 72.1 71.9 Bonds 17.7 27.5 26.5 Property 0.3 0.4 0.4 Other 13.5 — 1.2 100.0 100.0 100.0 The schemes have no direct investments in the Group’s equity se curities or in property currently used by the Group. History of experience adjustments 2008 2007 2006 2005 £m £m £m £m Experience adjustments on pension liabilities: Amount (5) (2) (4) (60) Percentage of pension liabilities — - — 6% Experience adjustments on pension assets: Amount (176) 26 121 24 Percentage of pension assets (14%) 2% 11% 3% 122 Vodafone Group Plc Annual Report 2008

26. Provisions Asset retirement Other obligations Legal provisions Total £m £m £m £m 1 April 2006 148 99 157 404 Exchange movements (4) (2) (6) (12) Amounts capitalised in the year 17 — - 17 Amounts charged to the income statement — 34 186 220 Utilised in the year — payments (2) (11) (45) (58) Amounts released to the income statement — (4) (4) (8) 31 March 2007 159 116 288 563 Exchange movements 2 7 21 15 63 Arising on acquisition 11 — 2 13 Amounts capitalised in the year 27 — - 27 Amounts charged to the income statement — 57 167 224 Utilised in the year — payments (6) (5) (72) (83) Amounts released to the income statement — (11) (106) (117) Other (10) — (18) (28) 31 March 2008 208 178 276 662 Provisions have been analysed between current and non-current as follows: 2008 2007 £m £m Current liabilities 356 267 Non-current liabilities 306 296 662 563 Asset retirement obligations In the course of the Group’s activities, a number of sites and other assets are utilised which are expected to have costs associated with exiting and ceasing their use. The associated cash outflows are generally expected to occur at the dates of exit of the assets to which they relate, which are long term in nature. Legal The Group is involved in a number of legal and other disputes, including notification of possible claims. The directors of the Company, after taki ng legal advice, have established provisions after taking into account the facts of each case. The timing of cash outflows associated with legal claims cannot be reasonably determined. For a discussion of certain legal issues potentially affecting the Group, refer to note 32 “Contingent liabilities”. Other provisions Included within other provisions are amounts provided for property and restructuring costs. The associated cash outflows for restructuring costs are substantially short term in nature .. The timing of the cash flows associated with property is dependent upon the remaining term of the associated lease. 27. Trade and other payables 2008 2007 £m £m Included within non-current liabilities: Derivative financial instruments 173 156 Other payables 99 67 Accruals and deferred income 373 312 645 535 Included within current liabilities: Trade payables 2,963 2,238 Amounts owed to associated undertakings 22 24 Other taxes and social security payable 666 467 Derivative financial instruments 371 63 Other payables 442 480 Accruals and deferred income 7,498 5,502 11,962 8,774 The carrying amounts of trade and other payables approximate their fair value. The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market interest and foreign currency rates prevailing at 31 March. 2008 2007 £m £m Included within “Derivative financial instruments” : Fair value through the income statement (held for trading): Interest rate swaps 160 68 Foreign exchange swaps 358 48 518 116 Fair value hedges: Interest rate swaps 26 103 544 219 Vodafone Group Plc Annual Report 2008 123

Vodafone — Financials Notes to the Consolidated Financial Statements continued 28. Acquisitions The aggregate cash consideration in respect of acquisitions during the year ended 31 March 2008 was £6,058 million. After deducting aggregate cash and cash equivalents acquired of £59 million, the net cash outflow related to acquisitions completed in the year ended 31 March 2008 was £5,999 million, of which £5,957 million was paid during the year. The aggregate cash consideration included £5,489 million for Vodafone Essar, £457 million for Tele2 and £112 million for other acquisitions. Total goodwill acquired was £4,316 million and included £3,950 million in relation to Vodafone Essar, £256 million in relation to Tele2 and £110 million in relation to other acquisitions. Vodafone Essar Limited (formerly Hutchison Essar Limited) On 8 May 2007, the Group completed the acquisition of 100% of CGP Investments (Holdings) Limited (“CGP”), a company with indirect interests in Vodafone Essar Limited (“Vodafone Essar”), from Hutchison Telecommunications International Limited for cash consideration of US$10.9 billion (£5.5 billion). Following this transaction, the Group has a controlling financial interest in Vodafone Essar. Fair value Book value adjustments Fair value £m £m £m Net assets acquired: Identif iable intangible assets 121 3,068 3,189(1)Property, plant and equipment 1,215 (155) 1,060 Other investments 199 — 199 Inventory 5 (2) 3 Taxation recoverable 5 — 5 Trade and other receivables 277 13 290 Cash and cash equivalents 51 — 51 Deferred tax asset/(liability) 36 (512) (476) Short and long term borrowings(2) (1,467) (16) (1,483) Provisions (11) — (11) Trade and other payables (534) (35) (569) (103) 2,361 2,258 Minority interests (936) Written put optio ns over minority interests(2) 217 Goodwill 3,950 Total consideration (including £34 million of directly attributable costs)(3) 5,489 Notes: (1) Identifiable intangible assets of £3,189 million consist of licences and spectrum fees of £3,045 million and other intangible assets of £144 million. The weighted average lives of licences and spectrum fees, other intangible assets and total intangibles assets are 11 years, two years and 11 years, respectively. (2) Included within short term and long term borrowings are liabilities of £217 million related to written put options over minority interests. (3) After deducting cash and cash equivalents acquired of £51 million, the net cash outflow related to the acquisition was £5,438 million, of which £5,429 million was paid during the 2008 financial year. The goodwill is attributable to the expected profitability of the acquired business and the synergies expected to arise after the Group’s acquisition of CGP. The results of the acquired entity have been consolidated in the income statement from the date of acquisition. From the date of acquisition, the acquired entity contributed a £219 million loss to the profit attributable to equity shareholders of the Group. As a result of the acquisition of Vodafone Essar, the Group disposed of its 5.60% direct shareholding in Bharti Airtel Limited (see note 29). Tele2 On 3 December 2007, the Group completed th e acquisition of 100%(1)of the issued share capital of Tele2 Italia SpA and Tele2 Telecommunications Services SLU (together referred to as “Tele2”) from Tele2 AB Group for cash (1) The initial purchase price allocation has been determined to be provisional pending the completion of the final valuation of the fair value of assets acquired. Fair value Book value adjustments Fair value £m £m £m Net assets acquired: Identifiable intangible assets 5 106 111 Property, plant and equip ment 115 (11) 104 Trade and other receivables 149 — 149 Cash and cash equivalents 5 — 5 Deferred tax asset/(liability) 36 (39) (3 ) Short and long term borrowings (6) — (6) Provisions (1) (1) (2) Trade and other payables (159) 2 (157) 144 57 201 Goodwill 256 Total consideration (including £6 million of directly attributable costs)(1)(2) 457 Notes: (1)The Group acquired Tele2 for cash consideration of €747 million. 100% of the co

Pro forma full year information The following unaudited pro forma summary presents the Group as if CGP and Tele2 had been acquired on 1 April 2007. The impact of other acquisitions on the pro forma amounts disclosed below is not significant. The pro forma amounts include the results of CGP and Tele2, amortisation of the acquired intangible assets recognised on acquisition and the interest expenses on debt issued as a result of the acquisitions. The pro for ma amounts do not include any possible synergies from these acquisitions. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations of the combined companies. 2008 £m Revenue 35,931 Profit for the financial year 6,665 Profit attributable to equity shareholders 6,575 Pence per share Basic earnings per share 12.40 Diluted earnings per share 12.34 Other T he Group completed a number of smaller acquisitions for aggregate cash consideration of £112 million, gross of £3 million cash and cash equivalents acquired in the 2008 financial year. £77 million of the net cash consideration was paid during the year. The aggregate fair values of goodwill, identifiable assets, and liabilities of the acquired operations were £110 million, £29 million and £27 million, respectively. 29. Disposals and discontinued ope rations India — Bharti Airtel Limited On 9 May 2007 and in conjunction with the acquisition of Vodafone Essar, the Group entered into a share sale and purchase agreement in which a Bharti group company irrevocably agreed to purchase the Group’s 5.60% direct shareholding in Bharti Airtel Limited. During the year ended 31 March 2008, the Group received £654 million in cash consideration for 4.99% of such shareholding and recognised a net gain on disposal of £250 million , reported in non-operating income and expense. The Group’s remaining 0.61% direct shareholding was transferred in April 2008 for cash consideration of £87 million. Japan — Vodafone K.K. On 17 March 2006, the Group announced an agreement to sell its 97.7% holding in Vodafone K.K. to SoftBank. The transaction completed on 27 April 2006, with the Group receiving cash of approximately ¥1.42 trillion (£6.9 billion), including the repayment of intercompany debt o f ¥0.16 trillion (£0.8 billion). In addition, the Group received non-cash consideration with a fair value of approximately ¥0.23 trillion (£1.1 billion), comprised of preferred equity and a subordinated loan. SoftBank also assumed debt of approximately ¥0.13 trillion (£0.6 billion). Vodafone K.K. represented a separate geographical area of operation and, on this basis, Vodafone K.K. was treated as a discontinued operation in Vodafone Group Plc’s annual repor t for the year ended 31 March 2006. Income statement and segment analysis of discontinued operations 2007 2006 £m £m Segment revenue 520 7,268 Inter-segment revenue — (2) Net revenue 520 7,266 Operating expenses (402) (5,667) Depreciation and amortisation(1) — (1,144) Impairment loss — (4,900) Operating profit/(loss) 118 (4,445) Net financing costs 8 (3) Profit/(loss) before taxation 126 (4,448) Taxation relating to performance of discontinued operations (15) 7 L oss on disposal(2) (747) -Taxation relating to the classification of the discontinued operations 145 (147) Loss for the financial year from discontinued operations(3) (491) (4,588) Notes: (1) Including gains and losses on disposal of fixed assets. (2) Includes £794 million of foreign exchange differences transferred to the income statement on disposal. (3) Amount attributable to equity shareholders for the year to 31 March 2008 was nil (2007: £(494) million; 2006: £(4,598) million). Loss per share from discontinued operations 2007 2006 Pence Pence per share per share Basic loss per share (0.90) (7.35) Diluted loss per share (0.90) (7.35) Vodafone Group Plc Annual Report 2008 125

Vodafone — Financials Notes to the Consolidated Financial Statements continued 29. Disposals and discontinued operations continued Cash flows from discontinued operations 2007 2006 £m £m Net cash flows from operating activities 135 1,651 Net cash flows from investing activities (266) (939) Net cash flows from financing activities (29) (536) Net cash flows (160) 176 Cash and cash equivalents at the beginning of the financial year 16 1 4 Exchange loss on cash and cash equivalents (1) (19) Cash and cash equivalents at the end of the financial year — 161 Assets and liabilities of discontinued operations 27 April 2006 £m Intangible assets 3,943 Property, plant and equipment 4,562 Other investments 29 Cash and cash equivalents 124 Inventory 148 Trade and other receivables 1,147 Deferred tax asset 636 Total assets 10,589 Short and long term borrowings (674) Trade and other payables(1) (2,342) Deferred tax liabilities (245) Other liabilities (40) Total liabilities (3,301) Net assets 7,288 Minority interest (87) Net assets disposed 7,201 Total consideration 7,245 Other effects: foreign exchange recycled to the income statement on disposal (794) Other 3 Net loss on disposal (747) £m Net cash inflow arising on disposal: Cash consideration 6,141 Cash to settle intercompany debt 793 Cash and cash equivalents disposed (124) 6,810 Other (12) 6,798 Note: (1) Includes £793 millio n of intercompany debt. Belgium and Switzerland — Belgacom Mobile S.A. and Swisscom Mobile A.G. During the year ended 31 March 2007, the Group disposed of its 25% interest in Belgacom Mobile S.A. to Belgacom S.A. and its 25% interest in Swisscom Mobile A.G. to Swisscom A.G. These transactions completed on 3 November 2006 and 20 December 2006, respectively. The carrying value of these investments at disposal and the cash effects of the transactions are summarised in the table below: Belga com Swisscom Mobile Mobile £m £m Net assets disposed 901 1,664 Total cash consideration 1,343 1,776 Other effects(1) (1) (44) Net gain on disposal(2) 441 68 Notes: (1) Other effects include foreign exchange gains and losses transferred to the income statement and professional fees related to the disposal. (2) Reported in other income and expense in the Consolidated Income Statement. 126 Vodafone Group Plc Annual Report 2008

30. Reconciliation of net cash flows from operating activities 2008 2007 2006 £m £m £m Profit/(loss) for the financial year from continuing operations 6,756 (4,806) (17,233) Loss for the financial year from discontinued operations — (491) (4,588) Adjustments for(1): Share-based payments 107 93 114 Depreciation and amortisation 5,909 5,111 5,834 Loss on disposal of property, plant and equipment 70 44 88 Share of result in associated undertaki ngs (2,876) (2.728) (2,428) Impairment losses — 11,600 28,415 Other income and expense 28 (502) (15) Non-operating income and expense (254) (4) 2 Investment income (714) (789) (353) Financing costs 2,014 1,604 1,123 Income tax expense 2,245 2,293 2,520 Loss on disposal of discontinued operations — 747 — (Increase)/decrease in inventory (78) (23) 23 (Increase)/decrease in trade and other receivables (378) (753) 54 Increase/(decrease) in trade and other payables 460 1,1 75 (33) Cash generated by operations 13,289 12,571 13,523 Tax paid (2,815) (2,243) (1,682) Net cash flows from operating activities 10,474 10,328 11,841 Note: (1) Adjustments include amounts relating to continuing and discontinued operations. 31. Commitments Operating lease commitments The Group has entered into commercial leases on certain properties, network infrastructure, motor vehicles and items of equipment. The leases have various terms, escalation clauses, purchase options and renewal righ ts, none of which are individually significant to the Group. Future minimum lease payments under non-cancellable operating leases comprise: 2008 2007 £m £m Within one year 837 718 In more than one year but less than two years 606 577 In more than two years but less than three years 475 432 In more than three years but less than four years 415 367 In more than four years but less than five years 356 321 In more than five years 1,752 1,360 4,441 3,775 The total of future minimum sublease payments ex pected to be received under non-cancellable subleases is £154 million (2007: £107 million). Capital and other financial commitments Company and subsidiaries Share of joint ventures Group 2008 2007 2008 2007 2008 2007 £m £m £m £m £m £m Contracts placed for future capital expenditure not provided in the financial statements(1) 1,477 1,060 143 89 1,620 1,149 Note: (1) Commitment includes contracts placed for property, plant and equipment and intangible ass ets. In December 2007, a consortium comprising Vodafone and the Qatar Foundation for Education, Science and Community Development (the “Qatar Foundation”) was named as the successful applicant in the auction to become the second mobile operator in Qatar. Subject to regulatory approvals, the licence is expected to be awarded by 30 June 2008. The licence will be owned by Vodafone Qatar, of which 45% is expected to be owned by the joint venture formed between Vodafone (owning 51%) and the Q atar Foundation (owning 49%), 15% to be owned by Qatari government institutions and the remaining 40% to be made available to Qatari citizens through a public offering expected to be completed in the 2008 calendar year. Following the public offering, the Group expects its effective equity interest in Vodafone Qatar to be 22.95%. The Group also currently expects that Vodafone Qatar will be accounted for as a subsidiary, as Vodafone expects to control management decisions. By 30 June 2008, Vodafone Qatar expects to pay QAR 4,630 million (£626 million), representing 60% of the cost of the mobile licence, with the balance of the licence cost to be paid following completion of the public offering. The Group could be required to fund up to a maximum of QAR 1,551 million (£210 million) of the total licence cost, with the precise amount dependent on the success of the public offering. The remainder of the licence cost will be funded by the other shareholders in Vodafone Qatar. Servi ces are expected to be launched under the Vodafone brand by the end of the 2009 financial year. Vodafone Group Plc Annual Report 2008 127

Vodafone — Financials Notes to the Consolidated Financial Statements continued 32. Contingent liabilities 2008 2007 £m £m Performance bonds 111 109 Credit guarantees — third party indebtedness 29 34 Other guarantees and contingent liabilities 372 90 Performance bonds Performance bonds require the Group to make payments to third parties in the event that the Group does not perform what is expected of it under the terms of any related contract s. Group performance bonds include £26 million (2007: £57 million) in respect of undertakings to roll out 3G networks in Spain. Credit guarantees — third party indebtedness Credit guarantees comprise guarantees and indemnities of bank or other facilities, including those in respect of the Group’s associated undertakings and investments. Other guarantees and contingent liabilities Other guarantees principally comprise commitments to the Spanish tax authorities of £197  million (2007: £nil). The Group also enters into lease arrangements in the normal course of business, which are principally in respect of land, buildings and equipment. Further details on the minimum lease payments due under non-cancellable operating lease arrangements can be found in note 31. Legal proceedings The Company and its subsidiaries are currently, and may be from time to time, involved in a number of legal proceedings, including inquiries from or discussions with governmental authorities, th at are incidental to their operations. However, save as disclosed below, the Company and its subsidiaries are not involved currently in any legal or arbitration proceedings (including any governmental proceedings which are pending or known to be contemplated) which may have, or have had in the twelve months preceding the date of this report, a significant effect on the financial position or profitability of the Company and its subsidiaries. With the exception of the Vodafone 2 enquiry, due to inherent uncer tainties, no accurate quantification of any cost which may arise from any of the legal proceedings outlined below can be made. The Company is one of a number of co-defendants in four actions filed in 2001 and 2002 in the Superior Court of the District of Columbia in the United States alleging personal injury, including brain cancer, from mobile phone use. The Company is not aware that the health risks alleged in such personal injury claims have been substantiated and is vigorously defending such claims. In August 2007, the Court dismissed all four actions against the Company on the basis of the federal pre-emption doctrine. The plaintiffs have appealed this dismissal. A subsidiary of the Company, Vodafone 2, is responding to an enquiry (“the Vodafone 2 enquiry”) by HMRC with regard to the UK tax treatment of its Luxembourg holding company, Vodafone Investments Luxembourg SARL (“VIL”), under the Controlled Foreign Companies section of the UK’s Income and Corporation Taxes Act 1988 (“the CFC Regime”) relating to the tax treatment of profits earned by the holding company for the accounting period ended 31 March 2001. Vodafone 2’s position is that it is not liable for corporation tax in the UK under the CFC Regime in respect of VIL. Vodafone 2 asserts, inter alia, that the CFC Regime is contrary to EU law and has made an application to the Special Commissioners of HMRC for closure of the Vodafone 2 enquiry. In May 2005, the Special Commissioners referred certai n questions relating to the compatibility of the CFC Regime with EU law to the European Court of Justice (the “ECJ”) for determination (“the Vodafone 2 reference”). HMRC subsequently appealed against the decision of the Special Commissioners to make the Vodafone 2 reference but its appeal was rejected by both the High Court and Court of Appeal. The Vodafone 2 reference has still to be heard by the ECJ. Vodafone 2’s application for closure was stayed pending delivery of the ECJ’ s judgment. In September 2006, the ECJ determined in t he Cadbury Schweppes case (C-196/04) (the “Cadbury Schweppes Judgment”) that the CFC Regime is incompatible with EU law unless it applies only

33. Directors and key management compensation Directors Aggregate emoluments of the directors of the Company were as follows: 2008 2007 2006 £m £m £m Salaries and fees 5 5 6 Incentive schemes 4 3 5 Benefits 1 1 2 Other(1) — 4 — 10 13 13 Note: (1) Other includes the value of the cash allowance taken by some individuals in lieu of pension contributions and payments in respect of loss of office. The aggregate gross pre-tax gain made o n the exercise of share options in the year ended 31 March 2008 by directors who served during the year was £nil (2007: £3 million, 2006: less than £1 million). Further details of directors’ emoluments can be found in “Directors’ Remuneration” on pages 71 to 81. Key management compensation Aggregate compensation for key management, being the directors and members of the Group Executive Committee, was as follows: 2008 2007 2006 £m £m £m Short t erm employee benefits 20 29 26 Post-employment benefits: Defined benefit schemes 1 1 2 Defined contribution schemes 1 1 2 Share-based payments 10 6 16 32 37 46 34. Related party transactions The Group’s related parties are its joint ventures (see note 13), associated undertakings (see note 14), pension schemes, directors and members of the Executive Committee. Group contributions to pension schemes are disclosed in note 25. Compensation paid to the Company’s Board and members of the Executive Comm ittee is disclosed in note 33. Transactions with joint ventures and associated undertakings Related party transactions can arise with the Group’s joint ventures and associates and primarily comprise fees for the use of Vodafone products and services including, network airtime and access charges, and cash pooling arrangements. Except as disclosed below, no related party transactions have been entered into during the year which might reasonably affect any decisions made by the users of these Consolidated Financial Statements. 2008 2007 2006 £m £m £m Transactions with associated undertakings: Sales of goods and services 165 245 288 Purchase of goods and services 212 295 268 Amounts owed by/(owed to) joint ventures(1) 127 (842) (378) Net interest payable to joint ventures(1) 27 20 15 Note: (1) Amounts arise through Vodafone Italy being part of a Group cash pooling arrangement and represent amounts not eliminated on consolidation. Interest is paid in line with market rates. Amounts ow ed by and owed to associated undertakings are disclosed within notes 17 and 27. Dividends received from associated undertakings are disclosed in the consolidated cash flow statement. Transactions with directors other than compensation During the three years ended 31 March 2008, and as of 23 May 2008, neither any director nor any other executive officer, nor any associate of any director or any other executive officer, was indebted to the Company. During the three years ended 31 March 2008, an d as of 23 May 2008, the Company has not been a party to any other material transaction, or proposed transactions, in which any member of the key management personnel (including directors, any other executive officer, senior manager, any spouse or relative of any of the foregoing, or any relative of such spouse), had or was to have a direct or indirect material interest. Vodafone Group Plc Annual Report 2008 129

Vodafone — Financials Notes to the Consolidated Financial Statements continued 35. Employees The average employee headcount during the year by nature of activity and by segment is shown below. 2008 2007 2006 Number Number Number By activity: Operations 12,891 12,630 12,541 Selling and distribution 22,063 18,937 17,315 Administration 37,421 34,776 31,816 72,375 66,343 61,672 By segment: Germany 9,691 10,383 10,124 Italy 6,669 7,030 7,123 Spain 4,057 4,066 4 ,052 UK 10,367 10,256 10,620 Arcor 3,940 4,038 4,086 Other Europe 8,645 8,797 9,778 Europe 43,369 44,570 45,783 Eastern Europe 10,398 9,194 5,763 Middle East, Africa & Asia 12,622 6,839 4,640 Pacific 3,030 2,791 2,858 EMAPA 26,050 18,824 13,261 Common functions 2,956 2,949 2,628 Total continuing operations 72,375 66,343 61,672 Discontinued operations: Japan — 233 2,733 The cost incurred in respect of these employees (including directors) was(1): 2008 2007 2006 Continuing operations £m £m £m Wages and salaries 2,175 1,979 1,879 Social security costs 325 300 242 Share-based payments 107 93 109 Other pension costs (note 25) 91 94 80 2,698 2,466 2,310 Note: (1) The cost incurred in respect of employees (including directors) from discontinued operations was £nil (2007: £16 million, 2006: £155 million). 36. Subsequent events On 16 May 2008, Vodafone acquired 100% of ZYB, a privately-owned company based in Denmark, which operates a social networking and onl ine management tool enabling mobile phone users to back-up and share their handsets’ On 19 May 2008, the Group acquired 26.4% of Arcor previously held transaction, Vodafone owns 100% of Arcor. 130 Vodafone Group Plc Annual Report 2008

37. New accounting standards The Group has not adopted and does not intend to early adopt the following pronouncements, which have been issued by the IASB or the International Financial Reporting Interpretations Committee (“IFRIC”), but have not yet been endorsed for use in the EU. An amendment to IFRS 2 “Share-based Payment: Vesting Conditions and Cancellations” was issued in January 2008 and will be effective retrospectively for annua l periods beginning on or after 1 January 2009. This amendment clarifies that vesting conditions are service conditions and performance conditions only, and as such, any other features of a share-based payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The Group is currently assessing the impact and expected timing of adoption of this amendment on the Group’s results and financial po sition. IFRS 3 (Revised) “Business Combinations” was issued in January 2008 and will apply to business combinations occurring on or after 1 April 2010. The revised standard introduces a number of changes in the accounting for business combinations that will impact the amount of goodwill recognised, the reported results in the period that a business acquisition occurs and future reported results. Assets and liabilities arising from business combinations before 1 April 2010 will not b e restated and thus there will be no effect on the Group’s results or financial position on adoption. However, this standard is likely to have a significant impact on the accounting for business acquisitions post adoption. IAS 1 (Revised) “Presentation of Financial Statements” was issued in September 2007 and will be effective for annual periods beginning on or after 1 January 2009. The revised standard introduces the concept of a statement of comprehensive income, which enables use rs of the financial statements to analyse changes in a company’s equity resulting from transactions with owners separately from non-owner changes. The revised standard provides the option of presenting items of income and expense and components of other comprehensive income either as a single statement of comprehensive income or in two separate statements. The Group does not currently believe the adoption of this revised standard will have a material impact on the consolidated results or financial posi tion of the Group. IAS 23 (Revised) “Borrowing Costs” was issued in March 2007 and will be effective for annual periods beginning on or after 1 January 2009. It requires the capitalisation of borrowing costs, to the extent they are directly attributable to the acquisition, production or construction of a qualifying asset. The existing option of immediate recognition of those borrowing costs as an expense has been removed. The Group is currently assessing the impact and expected timing of adoption of this standard on the Group’s results and financial position. An amendment to IAS 27 “Consolidated and Separate Financial Statements” was issued in January 2008 and is effective for annual periods beginning on or after 1 July 2009. The amendment requires that when a transaction occurs with non-controlling interests in Group entities that do not result in a change in control, the difference between the consideration paid or received and the recorded non-controlling intere st should be recognised in equity. In cases where control is lost, any retained interest should be remeasured to fair value with the difference between fair value and the previous carrying value being recognised immediately in the income statement. Transactions occurring before 1 April 2010 will not be restated and thus there will be no effect on the Group’s results or financial position on adoption. However, the Group has historically entered into transactions that are within the scope of this st andard and may do so in the future. “Am endments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements — Puttable Financial Instruments and Obligations A

Vodafone — Financials Audit Report on the Consolidated Financial Statements Report of Independent Registered Public Accounting Firm to the Members of Vodafone Group Plc We have audited the Consolidated Financial Statements of Vodafone Group Plc which comprise the consolidated balance sheet at 31 March 2008 and 2007, the consolidated income statement, the consolidated cash flow statement, the consolidated statement of recognised income and expense for each of the three years in the period ended 31 March 2008 and the related notes numbered 1 to 37. These Consolidated Financial Statements have been prepared under the accounting policies set out therein. We have also audited the information in the directors’ remuneration report that is described as having been audited. We have reported separately on the parent Company Financial Statements of Vodafone Group Plc for the year ended 31 March 2008. Respective responsibilities of directors and audi tors The directors’ responsibilities for preparing the annual report, the directors’ remuneration report and the Consolidated Financial Statements in accordance with applicable law and International Financial Reporting Standards (“IFRS”) as adopted by the European Union are set out in the statement of directors’ responsibilities. Our responsibility is to audit the Consolidated Financial Statements in accordance with relevant legal and regulatory requirements and International Standa rds on Auditing (UK and Ireland). We report to you our opinion as to whether the Consolidated Financial Statements give a true and fair view, whether the Consolidated Financial Statements have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation and whether the part of the directors remuneration report described as having been audited has been properly prepared in accordance with the Companies Act 1985. We also report to you whether, in our opinion, the i nformation given in the directors’ report is consistent with the Consolidated Financial Statements. In addition, we report to you if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ transactions with the Company and other members of the Group is not disclosed. We review whether the corporate governance statement reflects the Company’s compliance with the nine provisions of the 2006 Combined Code specifi ed for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the board’s statement on internal control covers all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures. We read the other information contained in the annual report as described in the contents section and consider whether it is consistent with the audited Consoli dated Financial Statements. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the Consolidated Financial Statements. Our responsibilities do not extend to any further information outside the annual report. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board and with the standards of the Public Company Accounting Oversight Board ( United States). An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the Consolidated Financial Statements and the part of the directors’ remuneration report to be audited. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the Consolidated Financial Statements, and of whether the accounting policies are appropriate to the Group’s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in orde

Audit Report on the Company Financial Statements Independent Auditor’s Report to the Members of Vodafone Group Plc We have audited the parent Company Financial Statements of Vodafone Group Plc for the year ended 31 March 2008 which comprise the balance sheet and the related notes 1 to 10. These parent Company Financial Statements have been prepared under the accounting policies set out therein. We have reported separately on the Consolidated Financial Statements of Vodafone Group Plc for the year ended 31 March 2008 and on the information in the directors’ remuneration report that is described as having been audited. Respective responsibilities of directors and auditors The directors’ responsibilities for preparing the Annual Report and the parent Company Financial Statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Dir ectors’ Responsibilities. Our responsibility is to audit the parent Company Financial Statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the parent Company Financial Statements give a true and fair view and whether the parent Company Financial Statements have been properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the Directors ’ Report is consistent with the parent Company Financial Statements. In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed. We read the information contained in the Annual Report for the above year as described in the contents section and consider whether it is consistent with the audited parent Company Financial Statements. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the parent Company Financial Statements. Our responsibility does not extend to any further information outside the annual report. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the parent Company Financial Statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the parent Company Financial Statements, and of whether the accounting policies are appropriate to the Company’s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we con sidered necessary in order to provide us with sufficient evidence to give reasonable assurance that the parent Company Financial Statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the parent Company Financial Statements. Opinion In our opinion: • the parent Company Financial Statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the Company’s affairs as at 31 March 2008; • the parent Company Financial Statements have been properly prepared in accordance with the Companies Act 1985; and • the information given in the Directors’ Report is consistent with the parent Company Financial Statements. Deloitte & Touche LLP Chartered Accountants and Registered Auditors London United Kingdom 27 May 2008 Vodafone Group Plc Annual Report 20 08 133

Vodafone — Financials Company Financial Statements of Vodafone Group Plc at 31 March 2008 2007 Note £m £m Fixed assets Shares in Group undertakings 3 64,922 67,139 Current assets Debtors: amounts falling due after more than one year 4 821 227 Debtors: amounts falling due within one year 4 126,099 99,404 126,920 99,631 Creditors: amounts falling due within one year 5 (98,784) (76,415) Net current assets 28,136 23,216 Total assets less current liabilities 93,058 90,355 Creditors: amounts falling due after more than one year 5 (14,582) (14,388) 78,476 75,967 Capital and reserves Called up share capital 6 4,182 4,172 Share premium account 8 42,934 43,572 Capital redemption reserve 8 10,054 9,132 Capital reserve 8 88 88 Other reserves 8 942 1,026 Own shares held 8 (7,867) (8,044) Profit and loss account 8 28,143 26,021 Equity shareholders’ funds 78,476 75,967 The Company Financial Statements were approved by the Board of directors on 27 May 2008 and were signed on its behalf by: Arun Sarin Andy Halford Chief Executive Chief Financial Officer The accompanying notes are an integral part of these Financial Statements. 134 Vodafone Group Plc Annual Report 2008

Notes to the Company Financial Statements 1. Basis of preparation The separate financial statements of the Company are drawn up in accordance with the Companies Act 1985 and UK generally accepted accounting principles (“UK GAAP”). The preparation of Company Financial Statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Company Financial Statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. As permitted by Section 230 of the Companies Act 1985, the profit and loss account of the Company is not presented in this Annual Report. These separate financial statements are not intended to give a true and fair view of the profit or loss or cash flows of the Company. The Company has not published its individual cash flow statement as its liquidity, solvency and financial adaptability are dependent on the Group rather than its own cash flows. The Company has taken a dvantage of the exemption contained in FRS 8 “Related party disclosures” and has not reported transactions with fellow Group undertakings The Company has taken advantage of the exemption contained in FRS 29 “Financial Instruments: Disclosures” and has not produced any disclosures required by that standard, as disclosures that comply with FRS 29 are available in the Vodafone Group Plc Annual Report for the year ended 31 March 2008. 2. Significant accounting policies The Company’ s significant accounting policies are described below. Accounting convention The Company Financial Statements are prepared under the historical cost convention and in accordance with applicable accounting standards of the UK Accounting Standards Board and pronouncements of the Urgent Issues Task Force. Investments Shares in Group undertakings are stated at cost less any provision for impairment. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the car rying value of an investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of the recoverable amount. If the recoverable amount of the cash-generating unit is less than the value of the investment, the investment is considered to be impaired and is written down to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account. For available-for-sale investments, gains and losses arising from changes in fair value are r ecognised directly in equity, until the investment is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity, determined using the weighted average cost method, is included in the net profit or loss for the period. Foreign currencies In preparing the Company Financial Statements, transactions in currencies other than the Company’s functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate prevailing on the date when fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the retranslation of mon etary ite ms, are included in the profit and loss account for the period. Exchange differences ar

Vodafone — Financials Notes to the Company Financial Statements continued 2. Significant accounting policies continued Fair value hedges The Company’s policy is to use derivative instruments (primarily interest rate swaps) to convert a proportion of its fixed rate debt to floating rates in order to hedge the interest rate risk arising, principally, from capital market borrowings. The Company designates these as fair value hedges of interest rate risk with changes in fair value of the hedging instrument recognised in the profit and loss account for the period together with the changes in the fair value of the hedged item due to the hedged risk, to the extent the hedge is effective. The ineffective portion is recognised immediately in the profit and loss account. Share-based payments The Group operates a number of equity settled share based compensation plans for the employees of subsidiary undertakings using the Company’s equity instruments. The fai r value of the compensation given in respect of these share based compensation plans is recognised as a capital contribution to the Company’s subsidiary undertakings over the vesting period. The capital contribution is reduced by any payments received from subsidiary undertakings in respect of these share-based payments. Dividends paid and received Dividends paid and received are included in the Company Financial Statements in the period in which the related dividends are actually paid or received or, in respect of the Company’s final dividend for the year, approved by shareholders. Pensions The Company is the sponsoring employer of the Vodafone Group Pension Scheme, a defined benefit pension scheme. The Company is unable to identify its share of the underlying assets and liabilities of the Vodafone Group Pension Scheme on a consistent and reasonable basis. Therefore, the Company has applied the guidance within FRS 17 to account for defined benefit schemes as if they were defined contribution scheme s and recognise only the contribution payable each year. The Company had no contributions payable for the years ended 31 March 2008 and 31 March 2007. 3. Fixed assets Shares in Group undertakings £m Cost: 1 April 2007 72,322 Additions 24 Capital contributions arising from share-based payments 107 Contributions received in relation to share-based payments (191) Disposals (2,069) 31 March 2008 70,193 Amounts provided for: 1 April 2007 5,183 Amounts provided for during the ye ar 88 31 March 2008 5,271 Net book value: 31 March 2007 67,139 31 March 2008 64,922 At 31 March 2008, the Company had the following principal subsidiary undertakings: Country of Percentage Name Principal activity incorporation shareholding Vodafone European Investments Holding company England 100.0 Vodafone Group Services Limited Global products and services provider England 100.0 4. Debtors 2008 2007 £m £m Amounts falling due within one year: Amounts owed by subsidiary underta kings 125,838 99,071 Taxation recoverable 137 137 Other debtors 124 196 126,099 99,404 Amounts falling due after more than one year: Deferred taxation 4 3 Other debtors 817 224 821 227 136 Vodafone Group Plc Annual Report 2008

5. Creditors 2008 2007 £m £m Amounts falling due within one year: Bank loans and other loans 4,442 3,656 Amounts owed to subsidiary undertakings 93,891 72,568 Group relief payable 42 101 Other creditors 393 82 Accruals and deferred income 16 8 98,784 76,415 Amounts falling due after more than one year: Other loans 14,409 14,216 Other creditors 173 172 14,582 14,388 Included in amounts falling due after more than one year are other loans of £8,279  million, which are due in more than five years from 1 April 2008 and are payable otherwise than by instalments. Interest payable on this debt ranges from 3.625% to 7.875%. 6. Share capital 2008 2007 Number £m Number £m Authorised: Ordinary shares of 11 3/7 US cents each (2007: 11 3/7 US cents) 68,250,000,000 4,875 68,250,000,000 4,875 B shares of 15 pence each 38,563,935,574 5,784 38,563,935,574 5,784 Deferred shares of 15 pence each 28,036,064,426 4,206 28,036,064,426 4,206 Ordinary sh ares allotted, issued and fully paid(1): 1 April 58,085,695,298 4,172 66,251,332,784 4,165 Allotted during the year 169,360,427 10 118,241,919 7 Consolidated during the year — - (8,283,879,405) — 31 March 58,255,055,725 4,182 58,085,695,298 4,172 B shares allotted, issued and fully paid(2): 1 April 132,001,365 20 — -Issued during the year — - 66,271,035,240 9,941 Redeemed during the year (44,572,227) (7) (38,102,969,449) (5,715) Converted to deferred shares and subsequently can celled during the year — - (28,036,064,426) (4,206) 31 March 87,429,138 13 132,001,365 20 Notes: (1) At 31 March 2008, the Company held 5,127,457,690 (2007: 5,245,547,674) treasury shares with a nominal value of £368 million (2007: £377 million) and 50,000 (2007: 50,000) 7% cumulative fixed rate shares of £1 each were authorised, allotted, issued and fully paid by the Company. (2) On 31 July 2006, Vodafone Group Plc undertook a return of capital to shar eholders via a B share scheme and associated share consolidation. A total of 66,271,035,240 B shares were issued on that day, and 66,271,035,240 existing ordinary shares of 10 US cents each were consolidated into 57,987,155,835 new ordinary shares of 11 3/7 cents each. B shareholders were given the alternatives of initial redemption or future redemption at 15 pence per share or the payment of an initial dividend of 15 pence per share. The initial redemption took place on 4 August 2006 with future redem ption dates on 5 February and 5 August each year until 5 August 2008 when the Company expects to exercise its right to redeem all B shares still in issue at their nominal value of 15 pence. B shareholders that chose future redemption are entitled to receive a continuing non-cumulative dividend of 75 per cent of sterling LIBOR payable semi-annually in arrear until they are redeemed. B shareholders are only entitled to receive notice of (or attend, speak or vote at) any general meeting if the business in cludes a resolution for the winding up of the Company. If the Company is wound up, the holders of the B shares are entitled, before any payment to the ordinary shareholders, to repayment of the amount paid up on each B share together with any outstanding entitlement to the B share continuing dividend. By 31 March 2008, total capital of £9,011 million had been returned to shareholders, £5,720 million by way of capital redemption and £3,291 million by way of initial dividend (note 8). The outstanding B share liability at 31 March 2008 has been classified as a financial liability and is disclosed within other creditors falling due within one year (note 5). During the period, a transfer of £7 million (2007: £9,004 million) in respect of the B shares has been made from the profit and loss account reserve (note 8) to the capital redemption reserve (note 8). Allotted during the year Nominal Net value proceeds Number £m £m UK share awards and optio n scheme awards 152,400,497 9 249 US share awards and option scheme awards 16,959,930 1 24 Total for share awards and option scheme awards 169,360,427 10 273 Vodafone Group Plc Annual Report 2008 137

Vodafone — Financials Notes to the Company Financial Statements continued 7. Share-based payments The Company currently uses a number of equity settled share plans to grant options and shares to the directors and employees of its subsidiary undertakings, as listed below. Share option schemes • Vodafone Group savings related and Sharesave schemes • Vodafone Group executive schemes • Vodafone Group 1999 Long Term Stock Inc entive Plan and ADSs • Other share option plans Share plans • Share Incentive Plan • Restricted share plans At 31 March 2008, the Company had 373 million ordinary share options outstanding (2007: 584 million) and 1 million ADS options outstanding (2007: 3 million). The Company has made a capital contribution to its subsidiary undertakings in relation to share-based payments. At 31 March 2008, the cumulative capital contribution net of payment s received from subsidiary undertakings was £313 million (31 March 2007: £397 million, 1 April 2006: £383 million). During the year ended 31 March 2008, the capital contribution arising from share-based payments was £107 million (2007: £93 million), with payments of £191 million (2007: £79 million) received from subsidiary undertakings. Full details of share-based payments, share option schemes and share plans are disclosed in note 20 to the Consolidated Financial Statements. 8. Reserves and reconciliation of movements in equity shareholders’ funds Share Capital Own Profit Total equity Share premium redemption Capital Other shares and loss shareholders’ capital account reserve reserve reserves held account funds £m £m £m £m £m £m £m £m 1 April 2007 4,172 43,572 9,132 88 1,026 (8,044) 26,021 75,967 Allotments of shares 10 277 — - — - — 287 Own shares release d on vesting of share awards — - — - — 177 — 177 Profit for the financial year — - — - — - 5,782 5,782 Dividends — - — - — - (3,653) (3,653) Capital contribution given relating to share-based payments — - — - 107 — - 107 Contribution received relating to share-based payments — - — - (191) — - (191) Transfer of B share nominal value issued in respect of own shares deferred and cancelled — (915) 915 — - — - - -B share capital redemption — - 7 — - — (7) — 31 March 2008 4,182 42,934 10,054 88 942 (7,867) 28,143 78,476 The profit for the financial year dealt with in the accounts of the Company is £5,782 million (2007: £11,126 million). Under English law, the amount available for distribution to shareholders is based upon the profit and loss reserve of the Company and is reduced by the amount of own shares held and is limited by statutory or other restrictions. The audi tor’s remuneration for audit services and non-audit services to the Company was less than £1 million (2007: £1 million) and £0.4 million (2007: £0.5 million), respectively. The directors are remunerated by Vodafone Group Plc for their services to the Group as a whole. No remuneration was paid to them specifically in respect of their services to Vodafone Group Plc for either year. Full details of the directors’ remuneration are disclosed in “Directors’ Remuneration” on pages 71 to 81. There were no employees other than directors of the Company throughout the current or the preceding year. 138 Vodafone Group Plc Annual Report 2008

9. Equity dividends 2008 2007 £m £m Declared during the financial year: Final dividend for the year ended 31 March 2007: 4.41 pence per share (2006: 3.87 pence per share) 2,331 2,328 Interim dividend for the year ended 31 March 2008: 2.49 pence per share (2007: 2.35 pence per share) 1,322 1,238 3,653 3,566 Proposed after the balance sheet date and not recognised as a liability: Final dividend for the year ended 31 March 2008: 5.02 pence per share (2007: 4.41 pence per share) 2,667 2,331 10. Contingent liabilities 2008 2007 £m £m Performance bonds 30 87 Credit guarantees — third party indebtedness 4,208 1,278 Other guarantees and contingent liabilities 255 10 Performance bonds Performance bonds require the Company to make payments to third parties in the event that the Company or its subsidiary undertakings do not perform what is expected of them under the terms of any related contracts. Company performance bonds include £26 million (2007: £57 million) in respect of undertakings to roll out third generation networks in Spain. Credit guarantees — third party indebtedness Credit guarantees comprise guarantees and indemnities of bank or other facilities. During the year ended 31 March 2008, a subsidiary of the Company granted put options exercisable between 8 May 2010 and 8 May 2011 to members of the Essar group of companies that, if exercised, would allow the Essar group to sell its 33% sh areholding in Vodafone Essar to the Group for US$5 billion or to sell between US$1 billion and US$5 billion worth of Vodafone Essar shares to the Group at an independently appraised fair market value. The Company has guaranteed payment of up to US$5 billion related to these options. At 31 March 2008, the Company had also guaranteed debt of Vodafone Finance K.K. amounting to £1,303 million (2007: £1,117 million) and issued guarantees in respect of notes issued by Vodafone Americas, Inc. amounting to £163 million (2007: £161 million). The Japanese facility expires by March 2011 and the majority of Vodafone Americas, Inc. bond guarantees expire by July 2008. Other guarantees and contingent liabilities Other guarantees principally comprise of a guarantee relating to a bid for a second licence in Qatar of £57 million (2007: nil) and a commitment to the Spanish tax authorities of £197 million (2007: nil). Legal proceeding s Details regarding certain legal actions which involve the Company are set out in note 32 to the Consolidated Financial Statements. Vodafone Group Plc Annual Report 2008 139

Vodafone — Additional Information Shareholder Information Financial calendar for the 2009 financial year Announcement for quarter ending 30 June 2008 22 July 2008 Half-yearly financial results announcement 11 November 2008 Announcement for quarter ending 31 December 2008 29 January 2009 Preliminary announcement of full year results 19 May 2009 The Company does not publish results announcements in the press; they are available online at www.vodafone.com. Dividends Full details on the dividend amount per share can be found on page 55. Set out below is information relevant to the final dividend for the year ended 31 March 2008. Ex-dividend date 4 June 2008 Record date 6 June 2008 Dividend reinvestment plan last election date 11 July 2008 Dividend payment date(1) 1 August 2008 Note: (1) Payment date for both ordinary shares and ADSs. Dividend payment methods Holders of ordinary shares can: • have cash dividends paid direct to a bank or building society account; or • have cash dividends paid in the form of a cheque; or • elect to use the cash dividends to purchase more Vodafone shares under the Dividend Reinvestment Plan (see below). If a holder of ordinary shares does decide to receive cash dividends, it is recommended that these are paid directly to the shareholder’s bank or building society account via BACS for UK account holders or EFTS for Irish account holders .. Ordinary shareholders resident outside the UK and Eurozone can also have their dividends paid into their bank account directly via the Company’s Registrars’ Global Payments service. Details and terms and conditions may be viewed at www.computershare.com/uk/investor/GPS. This avoids the risk of cheques being lost in the post and means the dividend will be in the shareholder’s account on the dividend payment date. The shareholder will be sent a tax voucher confirming the amount of dividend an d the account into which it has been paid. Please contact the Company’s Registrars for further details. Holders of ADSs can: • have cash dividends paid direct to a bank account; or • have cash dividends paid by cheque; or • elect to have the dividends reinvested to purchase additional Vodafone ADSs. Dividend reinvestment The Company offers a Dividend Reinvestment Plan which allows holders of ordinary shares who choose to participate to use their cash dividends to acq uire additional shares in the Company. These are purchased on their behalf by the Plan Administrator through a low cost dealing arrangement. For ADS holders, The Bank of New York Mellon maintains a Global BuyDIRECT Plan for the Company, which is a direct purchase and sale plan for depositary receipts, with a dividend reinvestment facility. Final B share redemption date In accordance with the terms of the 2006 return of capital and share consolidation, the Company currently intends to redeem all B shares the n in issue on 5 August 2008 at their nominal value of 15 pence per B share. Telephone share dealing A telephone share dealing service with the Company’s Registrars is available for holders of ordinary shares. The service is available from 8.00 am to 4.30 pm, Monday to Friday, excluding bank holidays, on telephone number +44 (0)870 703 0084. Detailed terms and conditions are available on request by calling the above number. Internet share dealing An internet share dealing service is available for holders of ordinary shares who want either to buy or sell ordinary shares. Further information about this service can be obtained from the Company’s Registrars on +44 (0)870 702 0198 or by logging onto www.computershare.com/dealing/uk. Online shareholder services The Company provides a number of shareholder services online at www.vodafone. com/shareholder, where shareholders may: • register to receive electronic shareholder communications. Benefits to shareholders include faster re ceipt of communications, such as annual reports, with cost and time savin gs for the Company. Electronic shareholder communications are also more environmentally friendly; • view a live webcast of the AGM of the Company on 29 July 2008. A recordi

Shareholders and other interested parties can also receive Company press releases, including London Stock Exchange announcements, by registering for Vodafone News via the Company’s website at www.vodafone.com/start/misc/ register_for_news.html. Registering for Vodafone News will enable users to: • access the latest news from their mobile; and • have news automatically e-mailed to them. Annual General Meeting The twenty-fourth AGM of the Company will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1 on 29 July 2008 at 11.00 a.m. A combined Review of the Year and Notice of AGM, including details of the business to be conducted at the AGM, will be circulated to shareholders and can be viewed at the Company’s website — www.vodafone.com/agm. The AGM will be transmitted via a live webcast and can be viewed at the Company’s website — www.vodafone.com/start/investor_relation s/agm.html — on the day of the meeting and a recording will be available to view after that date. ShareGift The Company supports ShareGift, the charity share donation scheme (registered charity number 1052686). Through ShareGift, shareholders who have only a very small number of shares, which might be considered uneconomic to sell, are able to donate them to charity. Donated shares are aggregated and sold by ShareGift, the proceeds being passed on to a wide range of UK charities. Donating shares to cha rity gives rise neither to a gain nor a loss for UK Capital Gains Tax purposes and UK taxpayers may also be able to claim income tax relief on the value of the donation. ShareGift transfer forms specifically for the Company’s shareholders are available from the Company’s Registrars, Computershare Investor Services PLC, and, even if the share certificate has been lost or destroyed, the gift can be completed. The service is generally free. However, there may be an indemnity charge for a lost or dest royed share certificate where the value of the shares exceeds £100. Further details about ShareGift can be obtained from its website at www.ShareGift.org or at 17 Carlton House Terrace, London SW1Y 5AH (telephone: +44 (0)20 7930 3737). The Unclaimed Assets Register The Company participates in the Unclaimed Assets Register, which provides a search facility for financial assets which may have been forgotten and which donates a proportion of its public search fees to a group of three UK charities (Ag e Concern, NSPCC and Scope). For further information, contact The Unclaimed Assets Register, Cardinal Place, 6th Floor, 80 Victoria Street, London SW1E 5JL (telephone: +44 (0)870 241 1713), or visit its website at www.uar.co.uk. Share price history Upon flotation of the Company on 11 October 1988, the ordinary shares were valued at 170 pence each. On 16 September 1991, when the Company was finally demerged, for UK taxpayers the base cost of Racal Electronics Plc shares was apportioned between the Company and Racal Electronics Plc for Capital Gains Tax purposes in the ratio of 80.036% and 19.964% respectively. Opening share prices on 16 September 1991 were 332 pence for each Vodafone share and 223 pence for each Racal share. On 21 July 1994, the Company effected a bonus issue of two new shares for every one then held and, on 30 September 1999, it effected a bonus issue of four new shares for every one held at that date. The flotation and demerger share prices, therefore, may be re stated as 11.333 pence and 22.133 pence, respectively. The share price at 31 March 2008 was 150.9 pence (31 March 2007: 135.5 pence). The share price on 23 May 2008 was 160.4 pence. The following tables set out, for the periods indicated, (i) the reported high and low middle market quotations of ordinary shares on the London Stock Exchange, (ii) the reported high and low sales prices of ordinary shares on the Frankfurt Stock Exchange, and (iii) the reported high and low sales p rices of ADSs on t he NYSE. The Company’s ordinary shares were listed on the Frankfurt Stock Exchange from 3 April 2000 until 23 March 2004 and, therefore, information has not been provi

Vodafone — Additional Information Shareholder Information continued Foreign currency translation The following table sets out the pounds sterling exchange rates of the other principal currencies of the of the EU Member States which have adopted the euro as their currency, and “US dollars”, “$”, “cents” or “¢”, the currency of the United States. At year ended Change Currency (=£1) 2008 2007 % Average: Euro 1 ..42 1.48 (4.1) US dollar 2.01 1.89 6.3 At 31 March: Euro 1.26 1.47 (14.3) US dollar 1.99 1.97 1.0 The following table sets out, for the periods and dates indicated, the period end, average, high and low exchanges rates for pounds sterling expressed in US dollars per £1.00. Year ended 31 March Period end Average High Low 2004 1.84 1.69 1.90 1.55 2005 1.89 1.85 1.96 1.75 2006 1.74 1.79 1.92 1.71 2007 1.97 1.89 1.98 1.74 2008 1.99 2.01 2.11 1.94 Month High Low November 2007 2.11 2.05 December 20 07 2.07 1.98 January 2008 1.99 1.95 February 2008 1.99 1.94 March 2008 2.03 1.98 April 2008 2.00 1.96 Markets Ordinary shares of Vodafone Group Plc are traded on the London Stock Exchange and, in the form of ADSs, on the NYSE. The Company had a total market capitalisation of approximately £86.8 billion at 23 May 2008, making it the third largest listing in The Financial Times Stock Exchange 100 index and the 24th largest company in the world based on market capitalisation at that date. ADSs, each representing ten ordinary shares, are traded on the NYSE under the symbol ‘VOD’. The ADSs are evidenced by ADRs issued by The Bank of New York Mellon, as Depositary, under a Deposit Agreement, dated as of 12 October 1988, as amended and restated as of 26 December 1989, as further amended and restated as of 16 September 1991, as further amended and restated as of 30 June 1999, and as further amended and restated as of 31 July 2006 between the Compan y, the Depositary and the holders from time to time of ADRs issued thereunder. ADS holders are not members of the Company but may instruct The Bank of New York Mellon on the exercise of voting rights relative to the number of ordinary shares represented by their ADSs. See “Memorandum and Articles of Association and applicable English law — Rights attaching to the Company’s shares — Voting rights” on page 143. Shareholders at 31 March 2008 Number of % of total Number of ordinary shares held accounts issued shares 1 — 1,000 443,176 0.21 1,001 — 5,000 81,173 0.30 5,001- 50,000 25,087 0.55 50,001 — 100,000 1,158 0.14 100,001- 500,000 1,142 0.45 More than 500,000 1,757 98.35 553,493 100.00 Geographical analysis of shareholders At 31 March 2008, approximately 51.58% of the Company’s shares were held in the UK, 33.64% in North America, 11.73% in Europe (excluding the UK) and 3.05% in the rest of the world. Major shareholders The Bank of New York Mellon, as custo dian of the Company’s ADR programme, held approximately 12.6% of the Company’s ordinary shares ofbeing: “euros”, “€” or $0.11 3/7 each at 23 May 2008 as nominee. The total number of ADRs outstanding at 23 May 2008 was 670,777,009. At this date, 1,182 holders of record of ordinary shares had registered addresses in the United States and in total held approximately 0.006% of the ordinary shares of the Company. At 23 May 2008, the following percentage interests in the ordinary share capital of the Company, disclosable under the Disclosure and Transparency Rules, (DTR 5), have been notified to the directors: Shareholder Shareholding AXA S.A. 5.81% Legal & General Group Plc 4.53% The rights attaching to the ordinary shares of the Company held by this shareholder are identical in all respects to the rights attaching to all the ordinary shares of the Company. The directors are not aware, at 23 May 2008, of a ny other interest of 3% or more in the ordinary share capital of the Company. The Company is not directly or indirectly owne d or controlled by any foreign government or any other legal entity. There are no arrangements known to the Company that could result in a change of control of the Company. Memorandum and Articles of Association and applic able

any connected person) is a shareholder or an officer or is otherwise interested, provided that the director (together with any connected person) is not interested in 1% or more of any class of the company’s equity share capital or the voting rights available to its shareholders, (e) relating to the arrangement of any employee benefit in which the director will share equally with other employees and (f) relating to any insurance that the Company p urchases or renews for its directors or any group of people, including directors. The directors are empowered to exercise all the powers of the Company to borrow money, subject to the limitation that the aggregate amount of all liabilities and obligations of the Group outstanding at any time shall not exceed an amount equal to 1.5 times the aggregate of the Group’s share capital and reserves calculated in the manner prescribed in the Articles of Association, unless sanctioned by an ordinary resolution of the Company’s shareholders. The Company can make market purchases of its own shares or agree to do so in the future, provided it is duly authorised by its members in a general meeting and subject to and in accordance with Section 166 of the Companies Act 1985. In accordance with the Company’s Articles of Association, directors retiring at each AGM are those last elected or re-elected at or before the AGM held in the third calendar year before the current year. In 2005, the Company reviewed its policy regarding the retirement and re-election of directors and, although it is not intended to amend the Company’s Articles in this regard, the Board has decided, in the interests of good corporate governance, that all of the directors should offer themselves for re-election annually. Accordingly, all the directors not retiring will submit themselves for re-election at the 2008 AGM. No person is disqualified from being a director or is required to vacate that office by reason of age. Directors a re not required, under the Company’s Articles of Association, to hold any shares of the Company as a qualification to act as a director, although executive directors participating in long term incentive plans must comply with the Company’s share ownership guidelines. In accordance with best practice in the UK for corporate governance, compensation awarded to executive directors is decided by a remuneration committee consisting exclusively of non-executive directors. In addition, as required by The Directors’ Remuneration Report Regulations, the Board has, since 2003, prepared a report to shareholders on the directors’ remuneration which complies with the Regulations (see pages 71 to 81). The report is also subject to a shareholder vote. Rights attaching to the Company’s shares At 31 March 2008, the issued share capital of the Company was comprised of 50,000 7% cumulative fixed rate shares of £1.00 each, 53,127,598,035 ordinary shares (excluding treasury shares) of US$0.11 3/ 7 each and 87,429,138 B shares of 15 pence each. Dividend rights Holders of 7% cumulative fixed rate shares are entitled to be paid in respect of each financial year, or other accounting period of the Company, a fixed cumulative preferential dividend of 7% per annum on the nominal value of the fixed rate shares. A preferential dividend may only be paid out of available distributable profits which the directors have resolved should be distributed. The fixed rate shares do not have any other right to share in the Company’s profits. Holders of the Company’s ordinary shares may, by ordinary resolution, declare dividends but may not declare dividends in excess of the amount recommended by the directors. The Board of directors may also pay interim dividends. No dividend may be paid other than out of profits available for distribution. Dividends on ordinary shares will be announced in pounds sterling. Holders of ordinary shares with a registered address in a euro zone country (defined, for this purpose, as a country that has adopted the euro as its national currency) will receive their dividends in euros, exchanged from pounds sterlin

Vodafone – Additional Information Shareholder Information continued entitlement to the B share continuing dividend up to the future redemption date of the Company’s ADSs are entitled to receive notices under the terms of the immediately before the liquidation. The holders of B shares do not have any other Deposit Agreement relating to the ADSs. right to share in the Company’s surplus assets. Under Section 336 of the Companies Act 2006, the annual general meeting Pre-emptive rights and new issues of shares of shareholders must be held each calendar year and within six months of the Under Section 80 of the Companies Act 1985, directors are, with certain Company’s year end. exceptions, unable to allot relevant securities without the authority of the shareholders in a general meeting. Relevant securities as defined in the Electronic communications Companies Act include the Company’s ordinary shares or securities convertible The Company may, subject to and in accordance with the Companies Act 2006, into the Company’s ordinary shares. In addition, Section 89 of the Companies Act communicate all shareholder information by electronic means, including by 1985 imposes further restrictions on the issue of equity securities (as defined in making such information available on a website, with notification that such the Companies Act, which include the Company’s ordinary shares and securities information shall be available on the website. convertible into ordinary shares) which are, or are to be, paid up wholly in cash and not first offered to existing shareholders. The Company’s Articles of Association Variation of rights allow shareholders to authorise directors for a period up to five years to allot If, at any time, the Company’s share capital is divided into different classes of shares, (a) relevant securities generally up to an amount fixed by the shareholders and the rights attached to any class may be varied, subject to the provisions of the (b) equity securities for cash other than in connection with a rights issue up to Companies Acts, either with the consent in writing of the holders of three fourths an amount specified by the shareholders and free of the restriction in Section 89. in nominal value of the shares of that class or upon the adoption of an extraordinary In accordance with institutional investor guidelines, the amount of relevant resolution passed at a separate meeting of the holders of the shares of that class. securities to be fixed by shareholders is normally restricted to one third of the existing issued ordinary share capital, and the amount of equity securities to be At every such separate meeting, all of the provisions of the Articles of Association issued for cash other than in connection with a rights issue is restricted to 5% relating to proceedings at a general meeting apply, except that (a) the quorum is of the existing issued ordinary share capital. to be the number of persons (which must be at least two) who hold or represent by proxy not less than one-third in nominal value of the issued shares of the class Disclosure of interests in the Company’s shares or, if such quorum is not present on an adjourned meeting, one person who holds There are no provisions in the Articles of Association whereby persons acquiring, shares of the class regardless of the number of shares he holds, (b) any person holding or disposing of a certain percentage of the Company’s shares are required present in person or by proxy may demand a poll, and (c) each shareholder will to make disclosure of their ownership percentage, although such requirements have one vote per share held in that particular class in the event a poll is taken. exist under rules derived by the Disclosure and Transparency Rules (“DTRs”). Class rights are deemed not to have been varied by the creation or issue of new shares ranking equally with or subsequent to that class of shares in sharing in profits or assets The basic disclosure requirement upon a person acquiring or disposing of shares of the Company or by a redemption or repurchase of the shares by the Company. carrying voting rights is an obligation to provide written notification to the Company, including certain details as set out in DTR 5, where the percentage Limitations on voting and shareholding of the person’s voting rights which he holds as shareholder or through his direct As far as the Company is aware, there are no limitations imposed on the transfer, or indirect holding of financial instruments (falling within DTR 5.3.1R) reaches holding or voting of the Company’s shares other than those limitations that would or exceeds 3% and reaches, exceeds or falls below each 1% threshold thereafter. generally apply to all of the shareholders. No shareholder has any securities carrying special rights with regard to control of the Company. Under Section 793 of the Companies Act 2006, the Company may, by notice in writing, require a person that the Company knows or has reasonable cause to Documents on display believe is, or was during the preceding three years, interested in the Company’s The Company is subject to the information requirements of the US Securities and shares to indicate whether or not that is correct and, if that person does or did Exchange Act of 1934 applicable to foreign private issuers. In accordance with hold an interest in the Company’s shares, to provide certain information as set these requirements, the Company files its Annual Report on Form 20-F and other out in the Companies Act 2006. DTR 3 deals with the disclosure by persons related documents with the SEC. These documents may be inspected at the “discharging managerial responsibility” and their connected persons of the SEC’s public reference rooms located at 100 F Street, NE Washington, DC 20549. occurrence of all transactions conducted on their account in the shares in the Information on the operation of the public reference room can be obtained in the Company. Part 28 of The Companies Act 2006 sets out the statutory functions US by calling the SEC on +1-800-SEC-0330. In addition, some of the Company’s of the Panel on Takeovers & Mergers (the “Panel”). The Panel is responsible for SEC filings, including all those filed on or after 4 November 2002, are available on issuing and administering the Code on Takeovers & Mergers and governs disclosure the SEC’s website at www.sec.gov. Shareholders can also obtain copies of the requirements on all parties to a takeover with regard to dealings in the securities Company’s Memorandum and Articles of Association from the Vodafone website of an offeror or offeree company and also on their respective associates during at www.vodafone.com or from the Company’s registered office. the course of an offer period. Debt securities General meetings and notices Pursuant to an Agreement of Resignation, Appointment and Acceptance, dated Annual general meetings are held at such times and place as determined by the as of 24 July 2007, by and among the Company, The Bank of New York Mellon directors of the Company. The directors may also, when they think fit, convene and Citibank N.A, The Bank of New York Mellon has become the successor trustee an extraordinary general meeting of the Company. General meetings may also to Citibank N.A. under the Company’s Indenture dated as of 10 February 2000. be convened on requisition as provided by the Companies Acts. Material contracts An annual general meeting and an extraordinary general meeting called for the At the date of this Annual Report, the Group is not party to any contracts that are passing of a special resolution needs to be called by not less than twenty-one considered material to the Group’s results or operations, except for its $11.3 billion days’ notice in writing and all other extraordinary general meetings by not less credit facilities which are discussed under “Financial Position and Resources” on than fourteen days’ notice in writing. The directors may determine that persons page 57. entitled to receive notices of meetings are those persons entered on the register at the close of business on a day determined by the directors but not later than Exchange controls twenty-one days before the date the relevant notice is sent. The notice may also There are no UK government laws, decrees or regulations that restrict or affect specify the record date, which shall not be more than forty-eight hours before the export or import of capital, including but not limited to, foreign exchange the time fixed for the meeting. controls on remittance of dividends on the ordinary shares or on the conduct of the Group’s operations, except as otherwise set out under “Taxation” below. Shareholders must provide the Company with an address or (so far as the Companies Acts allow) an electronic address or fax number in the United Kingdom Taxation in order to be entitled to receive notices of shareholders’ meetings and other As this is a complex area, investors should consult their own tax adviser regarding notices and documents. In certain circumstances, the Company may give notices the US federal, state and local, the UK and other tax consequences of owning and to shareholders by advertisement in newspapers in the United Kingdom. Holders disposing of shares and ADSs in their particular circumstances. 144 Vodafone Group Plc Annual Report 2008

This section relates to shares and ADSs in the Company. Certain specific UK and A US holder is not subject to a UK withholding tax. The US holder includes in gross other tax consequences of a return of capital share consolidation are discussed income for US federal income tax purposes only the amount of the dividend on pages C-1 to C-3. This section describes, primarily for a US holder (as defined actually received from the Company, and the receipt of a dividend does not entitle below), in general terms, the principal US federal income tax and UK tax the US holder to a foreign tax credit. consequences of owning or disposing of shares or ADSs in the Company held as capital assets (for US and UK tax purposes). This section does not, however, Dividends must be included in income when the US holder, in the case of shares, cover the tax consequences for members of certain classes of holders subject or the Depositary, in the case of ADSs, actually or constructively receives the to special rules including officers of the Company, employees and holders that, dividend and will not be eligible for the dividends-received deduction generally directly or indirectly, hold 10% or more of the Company’s voting stock. allowed to US corporations in respect of dividends received from other US corporations. Dividends will be income from sources outside the United States. A US holder is a beneficial owner of shares or ADSs that is for US federal income Dividends paid in taxable years beginning before 1 January 2007 generally will tax purposes: be “passive” or “financial services” income, and dividends paid in taxable years beginning after 31 December 2006 generally will be “passive” or “general” • a citizen or resident of the United States; income, which in either case is treated separately from other types of income • a US domestic corporation; for the purposes of computing any allowable foreign tax credit. · an estate, the income of which is subject to US federal income tax regardless of its source; or In the case of shares, the amount of the dividend distribution to be included • a trust, if a US court can exercise primary supervision over the trust’s in income will be the US dollar value of the pound sterling payments made, administration and one or more US persons are authorised to control all determined at the spot pound sterling/US dollar rate on the date of the dividend substantial decisions of the trust. distribution, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations If a partnership holds the shares or ADSs, the US federal income tax treatment of during the period from the date the dividend payment is to be included in income a partner will generally depend on the status of the partner and the tax treatment to the date the payment is converted into US dollars will be treated as ordinary of the partnership. A partner in a partnership holding the shares or ADSs should income or loss. Generally, the gain or loss will be income or loss from sources consult its tax advisor with regard to the US federal income tax treatment of an within the United States for foreign tax credit limitation purposes. investment in the shares or ADSs. Taxation of capital gains This section is based on the Internal Revenue Code of 1986, as amended, its UK taxation legislative history, existing and proposed regulations thereunder, published A US holder may be liable for both UK and US tax in respect of a gain on the rulings and court decisions, and on the tax laws of the United Kingdom and the disposal of the Company’s shares or ADSs if the US holder is: Double Taxation Convention between the United States and the United Kingdom (the “Treaty”), all as currently in effect. These laws are subject to change, • a citizen of the United States resident or ordinarily resident for UK tax purposes possibly on a retroactive basis. in the United Kingdom; · a citizen of the United States who has been resident or ordinarily resident for This section is further based in part upon the representations of the Depositary UK tax purposes in the United Kingdom, ceased to be so resident or ordinarily and assumes that each obligation in the Deposit Agreement and any related resident for a period of less than five years of assessment and who disposed of agreement will be performed in accordance with its terms. the shares or ADSs during that period (a “Temporary Non-Resident”), unless the shares or ADSs were also acquired during that period, such liability arising on Based on this assumption, for purposes of the Treaty and the US-UK double that individual’s return to the UK; taxation convention relating to estate and gift taxes (the “Estate Tax Convention”), • a US domestic corporation resident in the United Kingdom by reason of being and for US federal income tax and UK tax purposes, a holder of ADRs evidencing centrally managed and controlled in the United Kingdom; or ADSs will be treated as the owner of the shares in the Company represented by • a citizen of the United States or a US domestic corporation that carries on a those ADSs. Generally, exchanges of shares for ADRs, and ADRs for shares, will not trade, profession or vocation in the United Kingdom through a branch or agency be subject to US federal income tax or to UK tax, other than stamp duty or stamp or, in the case of US domestic companies, through a permanent establishment duty reserve tax (see the section on these taxes below). and that has used the shares or ADSs for the purposes of such trade, profession or vocation or has used, held or acquired the shares or ADSs for the purposes Taxation of dividends of such branch or agency or permanent establishment. UK Taxation Under current UK tax law, no withholding tax will be deducted from dividends paid Under the Treaty, capital gains on dispositions of the shares or ADSs are generally by the Company. A shareholder that is a company resident for UK tax purposes subject to tax only in the country of residence of the relevant holder as determined in the United Kingdom will not be taxable on a dividend it receives from the under both the laws of the United Kingdom and the United States and as required Company. A shareholder in the Company who is an individual resident for UK tax by the terms of the Treaty. However, individuals who are residents of either the purposes in the United Kingdom is entitled, in calculating their liability to UK United Kingdom or the United States and who have been residents of the other income tax, to a tax credit on cash dividends paid on shares in the Company jurisdiction (the US or the UK, as the case may be) at any time during the six years or ADSs, and the tax credit is equal to one-ninth of the cash dividend. immediately preceding the relevant disposal of shares or ADSs may be subject to tax with respect to capital gains arising from the dispositions of the shares or ADSs US Federal Income Taxation not only in the country of which the holder is resident at the time of the disposition, Subject to the PFIC rules described below, a US holder is subject to US federal but also in that other country (although, in respect of UK taxation, generally only income taxation on the gross amount of any dividend paid by the Company out to the extent that such an individual comprises a Temporary Non-Resident). of its current or accumulated earnings and profits (as determined for US federal income tax purposes). Dividends paid to a non-corporate US holder in tax years US federal income taxation beginning before 1 January 2011 that constitute qualified dividend income will Subject to the PFIC rules described below, a US holder that sells or otherwise disposes be taxable to the holder at a maximum tax rate of 15%, provided that the ordinary of the Company’s shares or ADSs will recognise a capital gain or loss for US federal shares or ADSs are held for more than 60 days during the 121 day period income tax purposes equal to the difference between the US dollar value of the beginning 60 days before the ex-dividend date and the holder meets other amount realised and the holder’s tax basis, determined in US dollars, in the shares holding period requirements. Dividends paid by the Company with respect to the or ADSs. Generally, a capital gain of a non-corporate US holder that is recognised shares or ADSs will generally be qualified dividend income. in tax years beginning before 1 January 2011 is taxed at a maximum rate of 15%, provided the holder has a holding period of more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of losses is subject to limitations. Vodafone Group Plc Annual Report 2008 145

Vodafone — Additional Information Shareholder Information continued Additional tax considerations UK inheritance tax An individual who is domiciled in the United States (for the purposes of the Estate Tax Convention) and is not a UK national will not be subject to UK inheritance tax in respect of the Company’s shares or ADSs on the individual’s death or on a transfer of the shares or ADSs during the individual’s lifetime, provided that any a pplicable US federal gift or estate tax is paid, unless the shares or ADSs are part of the business property of a UK permanent establishment or pertain to a UK fixed base used for the performance of independent personal services. Where the shares or ADSs have been placed in trust by a settlor, they may be subject to UK inheritance tax unless, when the trust was created, the settlor was domiciled in the United States and was not a UK national. Where the shares or ADSs are subject to both UK inheritance tax a nd to US federal gift or estate tax, the Estate Tax Convention generally provides a credit against US federal tax liabilities for UK inheritance tax paid. UK stamp duty and stamp duty reserve tax Stamp duty will, subject to certain exceptions, be payable on any instrument transferring shares in the Company to the Custodian of the Depositary at the rate of 1.5% on the amount or value of the consideration if on sale or on the value of such shares if not on sale. Stamp duty reserve tax (“SDRT”), at t he rate of 1.5% of the price or value of the shares, could also be payable in these circumstances and on issue to such a person, but no SDRT will be payable if stamp duty equal to such SDRT liability is paid. In accordance with the terms of the Deposit Agreement, any tax or duty payable on deposits of shares by the Depositary or the Custodian of the Depositary will be charged to the party to whom ADSs are delivered against such deposits. No stamp duty will be payable on any transfer of ADSs of the Company, provided that the ADSs and any separate instrument of transfer are executed and retained at all times outside the United Kingdom. A transfer of shares in the Company in registered form will attract ad valorem stamp duty generally at the rate of 0.5% of the purchase price of the shares. There is no charge to ad valorem stamp duty on gifts. SDRT is generally payable on an unconditional agreement to transfer shares in the Company in registered form at 0.5% of the amount or value of the consideration for the tr ansfer, but is repayable if, within six years of the date of the agreement, an instrument transferring the shares is executed or, if the SDRT has not been paid, the liability to pay the tax (but not necessarily interest and penalties) would be cancelled. However, an agreement to transfer the ADSs of the Company will not give rise to SDRT. PFIC Rules The Company does not believe that the shares or ADSs will be treated as stock of a passive foreign investment company, or PFIC, for US federal income tax p urposes. This conclusion is a factual determination that is made annually and thus is subject to change. If the Company is treated as a PFIC, any gain realised on the sale or other disposition of the shares or ADSs would in general not be treated as capital gain, unless a US holder elects to be taxed annually on a mark to market basis with respect to the shares or ADSs. Otherwise a US holder would be treated as if he or she has realised such gain and certain “excess distributions” rateably over th e holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated. An interest charge in respect of the tax attributable to each such year would also apply. Dividends received from Vodafone would not be eligible for the preferential tax rate applicable to qualified dividend income for certain non-corporate holders. History and Development The Company was incorporated under English law in 1984 as Racal Strategic Radio Limited (reg istered number 1833679). After various name changes, 20% of Racal Telecom Plc capital was of

Regulation The Group’s operating companies are generally subject to regulation governing the operation of their business activities. Such regulation typically takes the form of industry-specific law and regulation covering telecommunications services and general competition (anti-trust) law applicable to all activities. Some regulation implements commitments made by governments under the Basic Telecommunications Accord of the World Trade Organisation to facilitate market entry and establish regulatory frameworks. The following section describes the regulatory framework and the key regulatory developments at the global and regional level and in selected countries in which the Group has significant interests. Many of the regulatory developments reported in the following section involve ongoing proceedings or consideration of potential proceedings that have not reached a conclusion. Accordingly, the Group is unable to attach a specific level of financial r isk to the Group’s performance from such matters. World Radiocommunication Conference During October and November 2007, the World Radiocommunication Conference of the International Telecommunications Union met in Geneva to consider changes to the Radio Regulations. The next such Conference will be held in 2011. The Conference establishes, by means of international treaty, the basis upon which radio frequency bands may be used in the signatory countries (which include all markets in which Vodafone has interests). Such agreements are required to prevent interference between users in different countries and to facilitate the development of scalable technologies such as GSM or UMTS. The most important outcome of the 2007 conference for Vodafone was the identification of additional spectrum in the UHF band for mobile services and, in particular, the identification of spectrum in the 790-862 MHz range for mobile services in Europe. European Union The EU Regulatory Framework for the communications sector ( “the EU Framework”) was adopted in 2002 and has been implemented by all EU Member States although there remain both ongoing and new infringement proceedings against a number of Member States for late or inadequate implementation. The EU Framework consists of four principal Directives outlining matters such as: • the objectives to be pursued by national regulatory authorities (“NRAs”); • the way in which telecommunications operators are to be licensed; • measures to be taken to protect consumers; and • ensuring universal provision of certain telecommunications services and the terms and basis upon which operators interconnect and provide access to each other. The EU Framework seeks to align the techniques for defining where sector specific regulation may be applied, and the threshold for when such regulation can be applied, with those already employed in EU competition law. It is also intended to ensure consistency of approach amongst NRAs w it hin the Member States. All NRAs are required to take utmost account of a list of markets which are specified by the European Commission (the “Commission”) in a Recommendation when deciding which markets to investigate. The second such Recommendation was published by the Commission in November 2007 and for the mobile industry includes only the market at a wholesale level for ‘voice call termination on individual mobile networks’. Two markets included the first Recommendation, one for the ‘wholesale national market for international roaming’ and the market for ‘access and call origination’ on public mobile networks, have been removed. NRAs may still review other markets subject to satisfying certain tests. Under the EU Framework, regulation can only be applied to undertakings with significant market power (“SMP”), either individually or collectively, in the relevant markets, subject to the Commission’s consent. SMP under the EU Framework accords with t he concept of “dominance” under existing EU competition law. For in dividual dominance, this generally implies a market share of at least 40%, although other factors may also be taken into consid

Vodafone — Additional Information Regulation continued Europe Germany Vodafone’s 900 MHz licence was extended to 2016. In April 2008, the NRA published the rules for auctioning further 2.0 GHz, 2.6 GHz and 1800 MHz spectrum, with auctions expected in 2009. In April 2008, the German Supreme Administration Court rejected lawsuits filed by the four mobile network operators against the NRA’s decision to regulate mobile termination rates on an ex ante basis. The German Competition Authority has commenced an investigation into the use by Vodafone Germany and T-Mobile Germany of on-net pricing. During the year, the NRA reduced Vodafone’s termination rate by 9.8% to 7.92 eurocents, valid until March 2009. Italy The NRA launched a public consultation for the assignment of 900 MHz, 1800 MHz and 2.1 GHz spectrum and on the implementation of 900 MHz refarming. The Italian Ministry of Communications assigned 5 MHz of 900 MHz spectrum to Wind on a temporary basis in 16 main cities. The NRA published proposals to licence DVB-H services. The Italian National Competition Authority (“NCA”) closed its investigation into alleged anti-competitive practices by mobile network operators, including Vodafone Italy, in relation to network access for MVNOs and other matters. Undertakings in relation to network access were submitted by Vodafone Italy and accepted by the NCA, and the case has been closed without sanction for Vodafone. A new law was e nacted prohibiting fees or other charges in addition to airtime for prepaid services and introducing measures to enable consumers to terminate contracts without penalty. The Italian NRA published guidelines requiring operators to reimburse or transfer any remaining prepaid airtime of customers switching networks. The Italian NRA and Government commenced discussions with Telecom Italia about proposed voluntary separation of the Telecom Italia fixed network. Vodafone currently purchases certain services from Telecom Italia in order to provide fixed broadband services in the Italian market and it is possible that both existing and future arrangements between Vodafone and Telecom Italia would be affected if such proposals were to be implemented. During the year, the NRA reduced Vodafone’s termination rate by 11.0% to 9.97 eurocents, with the NRA foreseeing further reductions to 8.85 eurocents in July 2008, 7.70 eurocents in July 2009, 6.60 eurocents in July 2010 and 5.90 eurocents in July 2011. Spain The NRA commenced a review of the wholesale market for SMS termination. The Spanish Competition Authority commenced an investigation against the three largest mobile operators in Spain, including Vodafone, alleging that the firms colluded when setting call set-up charges. A new law was passed requiring telecommunications operators to retain certain data for a 12 month period and requiring operators to register the identity of new prepay customers and to register the identity of existing pr epay customers within a two year period. The NRA commenced a review to determine the operators obliged to contribute to the national universal service fund and the criteria for distribution of the fund. During the year, the NRA reduced Vodafone’s termination rate by 15.3% to 9.61 eurocents. In April 2008, the NRA reduced the rate to 8.74 eurocents, with reductions to 7.87 eurocents in October 2008 and 7.00 eurocents in April 2009. United Kingdom An auction of 2.6 GHz spectrum is expected to commence in September 2008 and the NRA also proposes to auction 112 MHz of digital dividend spectrum in the 550-860 MHz range during 2009. The NRA published proposals to allow refarming of 900 MHz spectrum, but proposed that Vodafone, and O2, first release 2 x 7.5 MHz each for reallocation to other parties. Following consultation, the NRA has decided to reconsider these proposals. The appeal by certain stakeholders against the NRA’s decision on setting call termination rates until 2 011 is being considered by the UK Competition Commission and Competition Appeal Tribunal. Vodafone UK filed an appeal against the proposals of the NRA to reform t

EMAPA Eastern Europe Poland The NRA concluded an analysis of the market for access and call origination on mobile public networks, concluding that no operator had SMP. Romania The Government commenced a process to issue a sixth mobile licence in the 410-415 MHz band. Mobile number portability is expected to be implemented in October 2008. Turkey The Government undertook an auction of 2.1 GHz licences in August 2007. The auction was subsequently revoke d and no licences were issued. The NRA may recommence the award of 3G licences in late 2008 or 2009. The NRA has applied certain restrictions on the on-net retail pricing practices of Turkcell, which are subject to appeal by Turkcell. Mobile number portability is expected to be implemented in the autumn of 2008. Middle East, Africa and Asia Egypt The NRA extended Vodafone Egypt’s 2G licence until 2013 and its 3G licence until 2022. The third entrant, ETISALAT, launched GSM services in the Egyptian mark et in May 2007. ETISALAT was awarded an International Gateway Licence in October 2007. Mobile number portability was introduced in Egypt in April 2008. India The NRA has issued recommendations to the Department of Telecommunications (“DoT”) on the licence terms and capping the number of licensees. The DoT has permitted CDMA operators to apply for GSM spectrum to enable them to provide GSM services alongside their CDMA operations. It has revised the customer number threshold at which licensees become eligible for incremental spectrum allocation, with the threshold being made significantly more stringent. The DoT has also issued new licences for up to seven new licences in each licence area. It has commenced the process of allocating GSM spectrum to these new licensees, with Vodafone Essar being awarded initial GSM spectrum in seven service areas in the 2008 financial year. The DoT issued guidelines to permit active infrastructure sharing between licensees. It has issued guidelines on m obile number portability, which is to be launched in four Metro cities by the fourth quarter of the 2008 calendar year, before being extended nationwide. The DoT has also issued broad guidelines on 3G mobile services and broadband wireless access. The NRA has recommended the abolition of the Access Deficit Contribution, a 0.75% charge levied on adjusted gross revenue of operators. Kenya The Kenya Communications Amendment Bill 2007 was withdrawn by the Government. The NRA has granted Telkom Kenya a licence f or the provision of Mobile Cellular Services. It is expected that Telkom Kenya will roll out GSM services during 2008 under the Orange East Africa brand. The third Kenyan mobile licence has been awarded to Econet Wireless, which plans to roll out its GSM services during 2008. South Africa The NRA is proceeding with the implementation of the Electronic Communications Act (“ECA”) of 2006 and the associated licence conversion process. The NRA plans to issue service licences by July 2008 and comp lete regulations before the end of 2008. Vodacom has announced its commitment to a transaction in 2008 under the South Africa Government’s programme of Broad-Based Black Economic Empowerment (“BBBEE”). The Information Communications Technologies BBBEE Sector Code (“Code”) was submitted to the Minister of Trade and Industry in March 2008 for approval. To date, the Minister has not published the Code for the 60 day public comment process required before the Minister may give his approval. Vodacom remains subject to the generic Department of Trade and Industry Codes of Good Practice until the Code is approved. As part of the implementation of the ECA, the NRA is consulting on the process of determining wholesale and retail regulations (i.e. interconnection, facilities leasing and essential facilities). The NRA is expected to conclude this by the end of June 2008. Call termination remains under investigation by the NRA. In January 2007, the NRA issued proposals to decl are Vodacom, MTN an d Cell C as having SMP mobile call termination on individual networks. Qatar In December 2007, a consortium comprising Vodafone

Vodafone — Additional Information Non-GAAP Information Group adjusted operating profit and adjusted earnings per share Group adjusted operating profit excludes non-operating income of associates, impairment losses and other income and expense. Adjusted earnings per share also excludes changes in fair value of equity put rights and similar arrangements and certain foreign exchange differences, together with related tax effects. The Group believes that it is both useful and necessary to report these measures for the following reasons: • these measures are used by the Group for internal performance analysis; • these measures are used in setting director and management remuneration; • it is useful in connection with discussion with the investment analyst community and debt rating agencies; and • adjusted operating profit is used as the Group’s measure of segment performance. Reconciliation of adjusted operatin g profit and adjusted earnings per share to the respective closest equivalent GAAP measure, operating profit/(loss) and basic earnings/(loss) per share, is provided in “Operating Results” beginning on page 32. Cash flow measures In presenting and discussing the Group’s reported results, free cash flow and operating free cash flow are calculated and presented even though these measures are not recognised within IFRS. The Group believes that it is both useful and necessary to communicate free c ash flow to investors and other interested parties, for the following reasons: • free cash flow allows the Company and external parties to evaluate the Group’s liquidity and the cash generated by the Group’s operations. Free cash flow does not include items determined independently of the ongoing business, such as the level of dividends, and items which are deemed discretionary, such as cash flows relating to acquisitions and disposals or financing activities. In addition, it does not necessarily reflect the amounts which the Group has an obligation to incur. However, it does reflect the cash available for such discretionary activities, to strengthen the Consolidated Balance Sheet or to provide returns to shareholders in the form of dividends or share purchases; • free cash flow facilitates comparability of results with other companies, although the Group’s measure of free cash flow may not be directly comparable to similarly titled measures used by other companies; • these measures are used by management for planning, reporting and incentive purposes; and • these measures are useful in connection with discussion with the investment analyst community and debt rating agencies. A reconciliation of net cash inflow from operating activities, the closest equivalent GAAP measure, to operating free cash flow and free cash flow, is provided in “Financial Position and Resources” on page 55. Other Certain of the statements within the section titled “Chief Executive’s Review” on pages 4 to 7 contain forward-looking non-GAAP financial information for which at this time there is no comparable GAAP measure and which at this time cannot be quantitatively reconciled to comparable GAAP financial information. Certain of the statements within the section titled “Outlook” on page 51 contain forward-looking non-GAAP financial information which at this time cannot be quantitatively reconciled to comparable GAAP financial information. Orga nic growth The Group believes that “organic growth”, which is not intended to be a substitute, or superior to, reported growth, provides useful and necessary information to investors and other interested parties for the following reasons: • it provides additional information on underlying growth of the business without the effect of factors unrelated to the operating performance of the business; • it is used by the Group for internal performance analysis; and • it facilitates comparability of underlying growth with other companies, although the term “organic” is not a defined term under IFRS and may not, therefore, be c omparable with similarly titled measures reported by other companies. Reconciliation of organic growth

Impact Impact of of foreign acquisitions Organic exchange and disposals Reported growth Percentage Percentage growth % points points % 31 March 2008 Europe Interconnect costs 4.1 3.2 1.2 8.5 Other direct costs 1.3 3.9 2.6 7.8 Acquisition costs 6.0 3.2 1.1 10.3 Retention costs 10.1 3.5 0.2 13.8 Operating expenses 0.1 3.3 1.3 4.7 Depreciation and amortisation 0.2 2.9 0.3 3.4 Italy Total costs (1.0) 4.4 5.2 8.6 Interconnect costs 6.2 4.5 4.7 15.4 Other direct costs (15.8) 4.4 9.7 (1.7) Acquisition costs 18.7 6.0 5.8 30.5 Operating expenses (7.4) 4.1 4.8 1.5 Spain Service revenue for the six months ended 31 March 2008 5.8 10.1 3.1 19.0 Interconnect costs (0.1) 4.1 2.5 6.5 Acquisition costs (9.0) 3.7 1.9 (3.4) Retention costs 28.3 6.0 0.4 34.7 Operating expenses 4.0 4.5 2.8 11.3 EMAPA Voice revenue 12.8 2.6 32.0 47.4 Messaging revenue 6.5 6.5 10.5 23.5 Data revenue 87.9 8.9 63.3 160.1 Eastern Europe — interconnect costs 7.5 7.1 6.0 20.6 Eastern Europe — operating expenses 5.7 7.5 12.0 25.2 Eastern Europe — depreciation and amortisation 16.0 8.7 3.7 28.4 Middle East, Africa & Asia — other direct costs 38.0 (9.0) 125.1 154.1 Middle East, Africa & Asia — operating expenses 23.4 (8.6) 97.0 111.8 Middle East, Africa & Asia — depreciation and amortisation 36.3 (5.5) 66.5 97.3 31 March 2007 Group Voice revenue(1) 2.5 (1.8) 3.8 4.5 Messaging revenue 7.0 (1.3) 3.4 9.1 Data revenue 30.7 (0.8) 0.2 30.1 Europe Voice revenu e(1) (0.6) (0.4) (1.6) (2.6) Incoming voice revenue (7.4) (0.4) (1.2) (9.0) Roaming revenue 1.2 (0.4) (2.8) (2.0) Messaging revenue 4.6 (0.5) (1.0) 3.1 Data revenue 29.5 (0.7) (1.7) 27.1 Other direct costs 16.7 (0.5) (1.3) 14.9 Acquisition and retention costs 0.1 (0.4) (2.2) (2.5) Operating expenses 7.4 (0.4) (2.8) 4.2 Adjusted operating profit(2) (3.7) (0.5) 0.1 (4.1) EMAPA Non-service revenue 28.9 (13.7) 16.3 31.5 Eastern Europe — interconnect costs 23.8 (3.2) 25.7 46.3 Middle East, Africa & Asi a — interconnect costs 26.8 (19.0) 37.2 45.0 Notes: (1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line operators and fixed broadband. All prior periods have been adjusted accordingly. (2) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now manage d within the Europe region and reported within Other Europe. The results are presented in accordance with the new organisational structure. Vodafone Group Plc Annual Report 2008 151

Vodafone — Additional Information Form 20-F Cross Reference Guide Certain of the information in this document that is referenced in the following table is included in the Company’s Annual Report on Form 20-F for 2008 filed with the SEC (the “2008 Form 20-F”). No other information in this document is included in the 2008 Form 20-F or incorporated by reference into any filings by the Company under the US Securities Act of 1933, as amended. Ple ase see “Documents on display” on page 144 for information on how to access the 2008 Form 20-F as filed with the SEC. The 2008 Form 20-F has not been approved or disapproved by the SEC nor has the SEC passed judgement upon the adequacy or accuracy of the 2008 Form 20-F. Item Form 20-F caption Location in this document Page 1 Identity of Directors, Senior Management and Advisers Not applicable — 2 Offer Statistics and Expected Timetable Not applicable — 3 Key Information 3A Sele cted financial data Financial Highlights 156 Shareholder Information — Inflation and foreign currency translation 141 3B Capitalisation and indebtedness Not applicable — 3C Reasons for the offer and use of proceeds Not applicable — 3D Risk factors Principal Risk Factors and Uncertainties 52 4 Information on the Company 4A History and development of the company History and Development 146 Contact Details IBC 4B Business overview Group at a Glance 12 Business Overview 14 Brand and Distribution 22 Operating Results 32 Operating Environment and Strategy 10 4C Organisational structure Shareholder Information — Material contracts 144 Note 12 “Principal subsidiary undertakings” 108 Note 13 “Investments in joint ventures” 109 Note 14 “Investments in associated undertakings” 110 Note 15 “Other investments” 110 4D Property, plant and equipment Technology and Resources 16 Financial Position and Resources 54 Corporate Responsibility 59 4A Unresolved Staff Commen ts None — 5 Operating and Financial Review and Prospects 5A Operating results Operating Results 32 Note 24 “Borrowings” 116 Shareholder Information — Inflation and foreign currency translation 141 Regulation 147 5B Liquidity and capital resources Financial Position and Resources — Liquidity and capital resources 55 Note 24 “Borrowings” 116 5C Research and development, patents and licences, etc. Technology and Resources 16 5D Trend information Operating Environment and Strategy 10 5E Off-balance sheet arrangements Financial Position and Resources — Off-balance sheet arrangements 58 Note 31 “Commitments” 127 Note 32 “Contingent liabilities” 128 5F Tabular disclosure of contractual obligations Financial Position and Resources — Contractual obligations 54 5G Safe harbor Cautionary Statement Regarding Forward-Looking Statements 154 6 Directors, Senior Management and Employees 6A Directors and senior management Board of Directors and Group Manage ment 62 6B Compensation Directors’ Remuneration 71 6C Board practices Corporate Governance 65 Directors’ Remuneration 71 Board of Directors and Group Management 62 6D Employees People 20 Note 35 “Employees” 130 6E Share ownership Directors’ Remuneration 71 Note 20 “Share-based payments” 113 7 Major Shareholders and Related Party Transactions 7A Major shareholders Shareholder Information — Major shareholders 142 7B Related party transactions Directors’ Remuneratio n 71 Note 34 “Related party transactions” 129 Note 32 “Contingent liabilities” 128 7C Interests of experts and counsel Not applicable — 152 Vodafone Group Plc Annual Report 2008

Item Form 20-F caption Location in this document Page 8 Financial Information 8A Consolidated statements and other financial Financials(1) 82 information Audit Report on the Consolidated Financial Statements 132 Note 32 “Contingent liabilities” 128 Financial Position and Resources 54 8B Significant changes Note 36 “Subsequent events” 130 Subsequent events A-1 9 The Offer and Listing 9A Offer and listing details Shareholder Informat ion — Share price history 141 9B Plan of distribution Not applicable — 9C Markets Shareholder Information — Markets 142 9D Selling shareholders Not applicable — 9E Dilution Not applicable — 9F Expenses of the issue Not applicable — 10 Additional Information 10A Share capital Not applicable — 10B Memorandum and Articles of Association Shareholder Information — Memorandum and Articles of Association and applicable English law 142 10C Material contracts Shareholder Infor mation — Material contracts 144 10D Exchange controls Shareholder Information — Exchange controls 144 10E Taxation Shareholder Information — Taxation 144 10F Dividends and paying agents Not applicable — 10G Statement by experts Not applicable — 10H Documents on display Shareholder Information — Documents on display 144 10I Subsidiary information Not applicable — 11 Quantitative and Qualitative Disclosures About Market Risk Note 24 “Borrowings” 116 12 Description of Securities Other than Equity Securities Not applicable — 13 Defaults, Dividend Arrearages and Delinquencies Not applicable — 14 Material Modifications to the Rights of Security Holders and Use of Proceeds Shareholder Information — Debt securities 144 15 Controls and Procedures Corporate Governance 65 Directors’ Statement of Responsibility — Management’s report on internal control over financial reporting 83 Audit Report on Internal Controls 84 16 16A Audit committee financia l expert Corporate Governance — Board committees 67 16B Code of ethics Corporate Governance 65 16C Principal accountant fees and services Note 4 “Operating profit/(loss)” 98 Corporate Governance — Auditors 69 16D Exemptions from the listing standards for audit committees Corporate Governance — Board committees 67 16E Purchase of equity securities by the issuer Financial Position and Resources 54 and affiliated purchasers Note 21 “Transactions with equity shareholders” 115 17 Financial Statements Not applicable — 18 Financial Statements Financials(1) 82 19 Exhibits Filed with the SEC — Note: (1) The Company Financial Statements, and the Audit Report and Notes relating thereto, on pages 133 to 139 should not be considered to form part of the Company’s Annual Report on Form 20-F. Vodafone Group Plc Annual Report 2008 153

Vodafone — Additional Information Cautionary Statement Regarding Foward-Looking Statements This document contains “forward-looking statements” within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to the Group’s financial condition, results of operations and businesses and certain of the Group’s plans and objectives. In particular, such forward-looking statements include statements with respect to • Vodafone’s expectations as to launch and roll out dates for products, services or technologies offered by Vodafone; • expectations regarding the operating environment and market conditions; • intentions regarding the development of products, services and initiatives introduced by Vodafone or by Vodafone in conjunction with third parties; • revenue and growth expected from our total communications strategy; • the development and impact of new m obile technology including the development of 4G technology and the launch of faster data speeds; • anticipated benefits to the Group from cost efficiency programmes,including outsourcing of IT functions and network sharing agreements; • growth in customers and usage; • expected growth prospects in Europe and the EMAPA region; • expectations regarding the performance of investments, associates, joint ventures and newly acquired businesses, including the expect ed performance of Verizon Wireless; • the Group’s expectations for revenue, adjusted operating profit, average foreign exchange rates, depreciation and amortisation charges, capitalised fixed asset additions, capital intensity, free cash flow, cash payments for tax and associated interest, payments of deferred capital expenditures, adjusted effective tax rates and foreign exchange rate changes contained within the Chief Executives Review on pages 4 to 7 and the Outlook statement on page 51 of this document, and expectations for the Group’s future performance generally, including average revenue per user, costs, capital expenditures, operating expenditures and margins; • the expected contribution to the Group’s revenue of voice services, messaging services, data services, broadband services, fixed location pricing, internet services and mobile advertising; • the rate of dividend growth by the Group or its existing investments; • the expected contri butions to the Group’s revenue from our business segment; • expectations regarding the Group’s access to adequate funding for its working capital requirements; • possible future acquisitions, including increases in ownership in existing investments, the timely completion of pending acquisition transactions and pending offers for investments, including licence acquisitions, and the expected funding required to complete such acquisitions or investments; • mobile p enetration and coverage rates and the Group’s ability to acquire spectrum; • the impact of regulatory and legal proceedings involving Vodafone and of scheduled or potential regulatory changes; • expectations with respect to long term shareholder value growth; and • overall market trends and other trend projections. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “anticipates”, “ aims”, “could”, “may”, “should”, “expects”, “believes”, “intends”, “plans” or “targets”. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied b y these forward-looking statements. These factors include, but are not limited to, the following: • changes in economic or political conditions in markets served by operations of the Group that would adversely affect the level of demand for mobile services; • greater than anticipated competitive activity, from both existing competitors and new market entrants, including Mobile Virtual Network Operators, which could require changes

Definition of Terms 3G broadband 3G services enabled with High Speed Downlink Packet Access (“HSDPA”) technology which enables data transmission at speeds of up to 7.2 megabits per second. 3G device A handset or device capable of accessing 3G data services. Acquired intangibles Amortisation relating to intangible assets identified and recognised separately in respect of a business combination in excess of the amortisation intangible assets recognised by the acquiree prior to acquisition. Acquisition costs The total of connection fees, trade commissions and equipment costs relating to new customer connections. Capitalised fixed asset additions This measure includes the aggregate of capitalised property, plant and equipment additions and capitalised software costs. Change at constant exchange Growth or change calculated by restating the prior period’s results as if they had been generated at the current period’s exchange rates rates. Also referr ed to as “constant currency”. Churn Total gross customer disconnections in the period divided by the average total customers in the period. Controlled and jointly controlled Controlled and jointly controlled measures include 100% for the Group’s mobile operating subsidiaries and the Group’s proportionate share for joint ventures. Customer delight The Group uses a proprietary ‘customer delight’ system to track customer satisfaction across its controlled markets and jointly contr olled market in Italy. Customer delight is measured by an index based on the results of surveys performed by an external research company which cover all aspects of service provided by Vodafone and incorporates the results of the relative satisfaction of the competitors’ customers. An overall index for the Group is calculated by weighting the results for each of the Group’s operations based on service revenue. Data revenue Data revenue includes all non-voice service revenue excluding messaging rev enue and fixed line revenue. Depreciation and other This measure includes the profit or loss on disposal of property, plant and equipment and computer software. amortisation DSL A Digital Subscriber Line which is a fixed line enabling data to be transmitted at high speeds. Handheld business device A wireless connection device which allows access to business applications and push and pull email. HSDPA High Speed Downlink Packet Access is a wireless technology enabling network to mobile data transmission spee ds of up to 7.2 megabits per second. HSUPA High Speed Uplink Packet Access is a wireless technology enabling mobile to network data transmission speeds of up to 1.4 megabits per second. Interconnect costs A charge paid by Vodafone to other fixed line or mobile operators when a Vodafone customer calls a customer connected to a different network. Messaging revenue Messaging revenue includes all SMS and MMS revenue including wholesale messaging revenue, revenue from the use of messaging services by Vodafone cu stomers roaming away from their home network and customers visiting the local network. Mobile customer A mobile customer is defined as a Subscriber Identity Module (“SIM”), or in territories where SIMs do not exist, a unique mobile telephone number, which has access to the network for any purpose, including data only usage, except telemetric applications. Telemetric applications include, but are not limited to, asset and equipment tracking, mobile payment and billing functionality, e.g. vending ma chines and meter readings, and include voice enabled customers whose usage is limited to a central service operation, e.g. emergency response applications in vehicles. Mobile pc connectivity A connection device which provides access to 3G services to users with an active PC or laptop connection. This includes Vodafone device Mobile Connect Cards with 3G broadband, Vodafone Mobile Connect 3G/GPRS data cards and Vodafone Mobile Connect USB modems. Net debt Long term borrowings, short term borrowings and mark to market adjustments on financing instruments less cash and cash equivalents. Organic growth The percentage movemen

Vodafone — Additional Information Financial Highlights 2008 2007 2006 2005 At/year ended 31 March £m £m £m £m Consolidated Income Statement data Revenue 35,478 31,104 29,350 26,678 Operating profit/(loss) 10,047 (1,564) (14,084) 7,878 Adjusted operating profit (non-GAAP measure)(1) 10,075 9,531 9,399 8,353 Profit/(loss) before taxation 9,001 (2,383) (14,853) 7,285 Profit/(loss) for the financial year from continuing operations 6,756 (4, 806) (17,233) 5,416 Profit/(loss) for the financial year 6,756 (5,297) (21,821) 6,518 Consolidated Balance Sheet data Total assets 127,270 109,617 126,738 147,197 Total equity 76,471 67,293 85,312 113,648 Total equity shareholders’ funds 78,043 67,067 85,425 113,800 Earnings Per Share (“EPS”)(2) Weighted average number of shares (millions) — Basic 53,019 55,144 62,607 66,196 — Diluted 53,287 55,144 62,607 66,427 Basic earnings/(loss) per ordinary share — Profit/(loss) from cont inuing operations 12.56p (8.94)p (27.66)p 8.12p — Profit/(loss) for the financial year 12.56p (9.84)p (35.01)p 9.68p Diluted earnings/(loss) per ordinary share — Profit/(loss) from continuing operations 12.50p (8.94)p (27.66)p 8.09p — Profit/(loss) for the financial year 12.50p (9.84)p (35.01)p 9.65p Cash dividends(2)(3)(4) Amount per ordinary share (pence)(5) 7.51p 6.76p 6.07p 4.07p Amount per ADS (pence)(5) 75.1p 67.6p 60.7p 40.7p Amount per ordinary share (US cents)(2)(5) 14.91c 13.28c 10. 56c 7.68c Amount per ADS (US cents)(2)(5) 149.1c 132.8c 105.6c 76.8c Other data Ratio of earnings to fixed charges(6) 3.9 — - 7.0 Deficit — (4,389) (16,520) — Notes: (1) Refer to “Non-GAAP Information” on page 150 for a reconciliation of this non-GAAP measure to the most comparable GAAP measure and a discussion of this measure. (2) See note 8 to the Consolidated Financial Statements, “Earnings/(loss) per share”. Earnings and dividends per ADS is calculated by mul tiplying earnings per ordinary share by ten, the number of ordinary shares per ADS. Dividend per ADS is calculated on the same basis. (3) The final dividend for the year ended 31 March 2008 was proposed by the directors on 27 May 2008. (4) The cash dividend per ordinary share for the year ended 31 March 2004 was 2.0315p (amount per ADS: 20.315p). (5) The final dividend for the year ended 31 March 2008 was proposed on 27 May 2008 and is payable on 1 August 2008 to holders of record as of 6 June 2008. This dividend has been translated into US dollars at 31 March 2008 for ADS holders but will be payable in US dollars under the terms of the ADS depositary agreement. (6) For the purposes of calculating these ratios, earnings consist of profit before tax adjusted for fixed charges, dividend income from associated undertakings, share of profits and losses from associated undertakings and profits and losses on ordinary activities before taxation from discont inued operations. Fixed charges comprise one-third of payments under operating leases, representing the estimated interest element of these payments, interest payable and similar charges and preferred share dividends. 156 Vodafone Group Plc Annual Report 2008

Contact Details Investor Relations Telephone: +44 (0) 1635 664447 Media Relations Telephone: +44 (0) 1635 664444 Corporate Responsibility Fax: +44 (0) 1635 674478 E-mail: responsibility@vodafone.com Website: www.vodafone.com/responsibility We want to keep the environmental impact of the documents in our Annual Report package to a minimum. We have therefore given careful consideration to the production process. This document is prin ted on Revive 75 Silk, manufactured in the EU at mills with ISO 14001 accreditation and comprising 75% de-inked post consumer waste and 25% virgin fibre. The FSC logo identifies products which contain wood from well-managed forests certified in accordance with the rules of the Forest Stewardship Council. Printed by St Ives in accordance with the ISO 14001 environmental management system using vegetable-based inks. The printer holds FSC Chain of Custody (certificate number SGS-COC-1732). All the steps we hav e taken demonstrate our commitment to making sustainable choices. Printed in the United Kingdom Designed and produced by Addison Corporate Marketing

Vodafone Group Plc Registered Office Vodafone House The Connection Newbury Berkshire RG14 2FN England Registered in England No. 1833679 Tel: +44 (0) 1635 33251 Fax: +44 (0) 1635 45713 www.vodafone.com

Events occurring subsequent approval of the Company’s Annual Report on 27 May 2008 Verizon Wireless’ acquisition of Alltel Corp. On 5 June 2008, Verizon Wireless (“VZW”), the Group’s associated undertaking in the US, agreed to acquire Alltel Corp. (“Alltel”) for a total enterprise value US$28.1 billion in cash and assumed debt. Alltel is the fifth largest mobile operator in the US, delivering voice and advanced data services to more than 13 million customers across 34 states. The VZW Board agreed that it will review distributions from VZW on an annual basis. When considering whether distributions will be made each year, the VZW Board will take into account its debt position, the relationship between debt levels and maturities and overall market conditions in the context of the five-year business plan. It is expected that VZW’s free cash flow will be deployed in servicing and reducing the VZW debt, including the Alltel acquisition financing, for approximately three years after the closing of the Alltel transaction. In addition, following the closing of the Alltel transaction, the VZW Board has agreed to certain additional tax distributions. VZW has agreed to pay TPG Capital and GS Capital Partners (“GSCP”) a total cash consideration of US$5.9 billion for their aggregated 100% stake in Alltel, of which US$1.4 billion will come from projected cash on Alltel’s balance sheet at closing. Net debt at closing is projected to be US$22.2 billion. Neither Vodafone nor Verizon is contributing any equity to fund the transaction. The transaction remains subject to customary regulatory approvals and is targeted to complete by the end of 2008. Regulatory developments The follow section updates certain information within Regulation on pages 149 to 151. EU call termination On 3 June 2008, the European Regulators Group (ERG) adopted a common view on mobile termination rates and communicated it to the European Commission. Noting that in the past four years average mobile termination rates have fallen by almost 40% and that differences in rates across Europe are also narrowing, ERG members committed to continue along this path. United Kingdom An auction of 2.6 Ghz spectrum expected in September 2008 will now be delayed following a legal challenge. A-1

Cellco Partnership (d/b/a Verizon Wireless) Report of Independent Registered Public Accounting Firm Consolidated Financial Statements For the years ended December 31, 2007, 2006 and 2005 B-1

Table of Contents Cellco Partnership (d/b/a Verizon Wireless) Consolidated Statements of Operations and Comprehensive Income For the years ended December 31, 2007, 2006 and 2005 2 Consolidated Balance Sheets December 31, 2007 and 2006 3 Consolidated Statements of Cash Flows For the years ended December 31, 2007, 2006 and 2005 4 Consolidated Statements of Changes in Partners’ Capital For the years ended December 31, 2007, 2006 and 2005 5 Notes to Consolidated Financial Statements 6-23 B-2

CELLCO PARTNERSHIP (d/b/a Verizon Wireless) Consolidated Statements of Operations and Comprehensive Income (in Millions) FOR THE YEARS ENDED DECEMBER 31, 2007 2006 2005 OPERATING REVENUE Service revenue $ 38,016 $ 32,796 $ 28,131 Equipment and other 5,866 5,247 4,170 Total operating revenue 43,882 38,043 32,301 OPERATING COSTS AND EXPENSES Cost of service (excluding depreciation and amortization related to network assets included below) 5,294 4,698 4,154 Cost o f equipment 8,162 6,793 5,239 Selling, general and administrative 13,477 12,039 10,768 Depreciation and amortization 5,154 4,913 4,760 Total operating costs and expenses 32,087 28,443 24,921 Operating income 11,795 9,600 7,380 OTHER INCOME (EXPENSES) Interest expense, net (249) (451) (597) Minority interests (255) (251) (226) Other, net 28 22 29 Income before provision for income taxes 11,319 8,920 6,586 Provision for income taxes (714) (599) (434) INCOME BEFORE CUMULATIVE EFFECT OF ACCO UNTING CHANGE 10,605 8,321 6,152 Cumulative effect of accounting change — (124) — NET INCOME 10,605 8,197 6,152 OTHER COMPREHENSIVE INCOME (LOSS) Defined benefit pension and postretirement plans, net 13 (11) (10) COMPREHENSIVE INCOME $ 10,618 $ 8,186 $ 6,142 See Notes to Consolidated Financial Statements. 2 B-3

CELLCO PARTNERSHIP (d/b/a Verizon Wireless) Consolidated Balance Sheets (in Millions) AS OF DECEMBER 31, 2007 2006 ASSETS Current assets Cash $ 408 $ 383 Receivables, net of allowances of $217 and $201 3,732 3,235 Due from affiliates, net 178 73 Unbilled revenue 252 301 Inventories, net 1,098 889 Prepaid expenses and other current assets 306 297 Total current assets 5,974 5,178 Property, plant and equipment, net 25,971 24,659 Wireless licenses, net 51,485 51,11 5 Other intangibles, net 32 44 Deferred charges and other assets, net 531 502 Total assets $ 83,993 $ 81,498 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities Due to affiliate $ 3,391 $ — Accounts payable and accrued liabilities 5,838 4,836 Advance billings 1,227 1,055 Other current liabilities 147 103 Total current liabilities 10,603 5,994 Due to affiliate 2,578 12,933 Deferred tax liabilities, net 5,833 5,739 Other non-current liabilities 944 1,559 Total liabilities 19,958 26,225 Minority in terests in consolidated entities 1,681 1,659 Partner’s capital subject to redemption — 10,000 Commitments and contingencies (see Notes 13 and 15) Partners’ capital Capital 62,404 43,677 Accumulated other comprehensive loss (50) (63) Total partners’ capital 62,354 43,614 Total liabilities and partners’ capital $ 83,993 $ 81,498 See Notes to Consolidated Financial Statements. 3 B-4

CELLCO PARTNERSHIP (d/b/a Verizon Wireless) Consolidated Statements of Cash Flows (in Millions) FOR THE YEARS ENDED DECEMBER 31, 2007 2006 2005 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 10,605 $ 8,197 $ 6,152 Add: Cumulative effect of accounting change — 124 — Income before cumulative effect of accounting change 10,605 8,321 6,152 Adjustments to reconcile income to net cash provided by operating activities: Depreciation and amortization 5,154 4,913 4,760 Provision for uncollectible receivables 395 273 250 Provision for deferred income taxes 98 122 74 Equity in income of unconsolidated entities, net of distributions received (14) (19) (27) Minority interests 255 251 226 Net loss (gain) on disposal of assets (1) 15 11 Changes in certain assets and liabilities (net of the effects of purchased businesses): Receivables and unbilled revenue, net (914) (726) (604) Inventories, net (209) 10 (235) Prepaid expenses and other current assets 14 9 54 Deferred charges and other assets (28) (14) 54 Accounts payable and accrued liabilities (118) 658 527 Other current liabilities 189 133 43 Other operating activities, net 732 598 212 Net cash provided by operating activities 16,158 14,544 11,497 CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (6,503) (6,618) (6,484) Acquisitions of businesses and licenses, net of cash acquired (180) (2,866) (4,282) Wireless licenses deposit — - (307) Other investing activ ities, net (340) (103) (166) Net cash used in investing activities (7,023) (9,587) (11,239) CASH FLOWS FROM FINANCING ACTIVITIES Net (payments to) proceeds from affiliates (6,964) (901) 3,537 Net change in short-term obligations — (2,505) (1,533) Contribution from partner, net — - 512 Distributions to partners (1,918) (1,260) (2,469) Distributions to minority investors, net (228) (236) (148) Net cash used in financing activities (9,110) (4,902) (101) Increase in cash 25 55 157 Cash, beginning of year 383 328 171 Cash, end of year $ 408 $ 383 $ 328 See Notes to Consolidated Financial Statements. 4 B-5

CELLCO PARTNERSHIP (d/b/a Verizon Wireless) Consolidated Statements of Changes in Partners’ Capital (in Millions) Accumulated Other Total Comprehensive Partners’ Capital Loss Capital Balance at January 1, 2005 $ 22,450 $ (42) $ 22,408 Net income 6,152 — 6,152 Contribution from partner, net 512 — 512 Distributions to partners (2,469) — (2,469) Defined benefit pension and postretirement plans — (10) (10) Balance at December  31, 2005 26,645 (52) 26,593 Net income 8,197 — 8,197 Distributions to partners (1,260) — (1,260) Reclassification of portion of Vodafone’s partners’ capital 10,000 — 10,000 Other 95 — 95 Defined benefit pension and postretirement plans — (11) (11) Balance at December 31, 2006 43,677 (63) 43,614 Cumulative effect of adoption of FIN 48 (19) — (19) Balance at January 1, 2007 43,658 (63) 43,595 Net income 10,605 — 10,605 Distr ibutions to partners (1,918) — (1,918) Reclassification of portion of Vodafone’s partners’ capital 10,000 — 10,000 Other 59 — 59 Defined benefit pension and postretirement plans — 13 13 Balance at December 31, 2007 $ 62,404 $ (50) $ 62,354 See Notes to Consolidated Financial Statements. 5 B-6

CELLCO PARTNERSHIP (d/b/a Verizon Wireless) Notes to Consolidated Financial Statements Years Ended December 31, 2007, 2006 and 2005 1. Description of Business and Summary of Significant Accounting Policies Description of Business Cellco Partnership (the “Partnership”), doing business as Verizon Wireless, provides wireless voice and data services and related equipment to consumers and business customers in the markets in which it operates. The Par tnership is the largest domestic wireless carrier in terms of total revenue and the most profitable, as measured by operating income. The Partnership offers wireless voice and data services and other value added services and equipment across one of the most extensive wireless networks in the United States. The Partnership continues to expand its wireless data, messaging and multi-media offerings for both consumer and business customers. The Partnership is a general partnership formed by Bell Atlantic Corpor ation (“Bell Atlantic”) and NYNEX Corporation that began conducting business operations on July 1, 1995 as Bell Atlantic NYNEX Mobile. In April and June 2000, through the U.S. Wireless Alliance Agreement (the “Alliance Agreement”) dated September 21, 1999, Bell Atlantic, now known as Verizon Communications Inc. (“Verizon”), Vodafone Group Plc (“Vodafone”), and GTE Corporation agreed to combine their respective U.S. wireless assets into the Partnership, which then began doing business under the Verizon Wireless brand name. Verizon’s and Vodafone’s partnership interests are 55% and 45%, respectively. These consolidated financial statements include transactions between the Partnership and Verizon and Vodafone (“Affiliates”) for the provision of services and financing pursuant to various agreements (see Notes 8 and 14). Consolidated Financial Statements and Basis of Presentation The consolidated financial statements of the Partnership incl ude the accounts of its majority-owned subsidiaries, the partnerships in which the Partnership exercises control, and the variable interest entity in which the Partnership is deemed to be the primary beneficiary as defined by Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.” Investments in businesses and partnerships in which the Partnership does not have control, but has the a bility to exercise significant influence over operating and financial policies, are accounted for under the equity method of accounting. All significant intercompany balances and transactions between these entities have been eliminated. Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the discl osure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are used for, but not limited to, the accounting for: allowances for uncollectible accounts receivable, unbilled revenue, fair values of financial instruments, depreciation and amortization, useful lives and impairment of assets, accrued expenses, inventory reserves, equity in income of un consolidated entities, employee benefits, income taxes, contingencies and allocation of purchase prices in connection with business combinations. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the consolidated financial statements in the period that they are determined to be necessary. Revenue Recognition The Partnership earns revenue by providing access to the network (access revenue) and for usage of the network (usage revenue), which include s roaming revenue. In general, access revenue is billed one month in advance and is recognized when earned; the unearned portion is classified in advance billings. Ac

The Partnership’s revenue recognition policies are in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 101, ''Revenue Recognition in Financial Statements,” SAB No. 104, “Revenue Recognition,” and EITF Issue No. 00-21. Allowance for Doubtful Accounts The Partnership maintains allowances for uncollectible accounts receivable for estimated losses resul ting from the inability of customers to make required payments. Estimates are based on the aging of the accounts receivable balances and the historical write-off experience, net of recoveries. Inventory Inventory consists primarily of wireless equipment held for sale. Equipment held for sale is carried at the lower of cost (determined using a first-in, first-out method) or market. The Partnership maintains estimated inventory valuation reserves for obsolete and slow moving device inventory based on analysis of inventory agings and changes in technology. Capitalized Software Capitalized software consists primarily of direct costs incurred for professional services provided by third parties and compensation costs of employees which relate to software developed for internal use either during the application stage or for upgrades and enhancements that increase functionality. Costs are capitalized and amortized on a straight-line basis over their estimated useful lives of three to five years. Costs incurred in the preliminary project stage of development and maintenance are expensed as incurred. Capitalized software of $657 million and $541 million and related accumulated amortization of $367 million and $254 million as of December 31, 2007 and 2006, respectively, have been included in deferred charges and other assets, net in the consolidated balance sheets. Property, Plant and Equipment Property, plant and equipment primarily represents costs incurred to construct and expand capacity and n etwork coverage on Mobile Telephone Switching Offices and cell sites. The cost of property, plant and equipment is depreciated over its estimated useful life using the straight-line method of accounting. Periodic reviews are performed to identify any category or group of assets within property, plant and equipment where events or circumstances may change the remaining estimated economic life. This principally includes changes in the Partnership’s plans regarding technology upgrades, enhancements, and p lanned retirements. Changes in these estimates resulted in a net increase in depreciation expense of $295 million and $327 million for the years ended December 31, 2007 and 2006, respectively. Leasehold improvements are amortized over the shorter of their estimated useful lives or the term of the related lease. Major improvements to existing plant and equipment are capitalized. Routine maintenance and repairs that do not extend the life of the plant and equipment are charged to expense as inc urred. Upon the sale or retirement of property, plant and equipment, the cost and related accumulated depreciation or amortization is eliminated from the accounts and any related gain or loss is reflected in the statement of operations and comprehensive income in selling, general and administrative expense. Interest expense and network engineering costs incurred during the construction phase of the Partnership’s network and real estate properties under development are capitalized as part of property, p lant and equipment and recorded as construction in progress until the projects are completed and placed into service. Valuation of Assets Long-lived assets, including property, plant and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to resul t from the use and eventual disposition of the asset. The impairment loss, if determined to be necessary, would be measured as the amount by which the carry

transactions. SFAS No. 123(R) also eliminated the alternative to use the intrinsic value method of accounting that was provided in SFAS No. 123, “Accounting for Stock-Based Compensation”. The Partnership recorded a cumulative effect of adoption of as of January 1, 2006 to recognize the effect of initially measuring the VARs granted under the 2000 Verizon Wireless Long-Term Incentive Plan at fair value utilizing a Black-Scholes model. Th e Partnership records a charge or benefit in the consolidated statements of operations and comprehensive income in selling, general and administrative expense each reporting period based on the change in the estimated fair value of the awards during the period (see Note 11). Advertising Costs The Partnership expenses advertising costs as incurred. Total advertising expense amounted to $1,507 million, $1,388 million, and $1,210 million for the years ended December 31, 2007, 2006, and 2005 , respectively. Income Taxes The Partnership is not a taxable entity for federal income tax purposes. Any federal taxable income or loss is included in the respective partners’ consolidated federal return. Certain states, however, impose taxes at the partnership level and such taxes are the responsibility of the Partnership and are included in the Partnership’s tax provision. The consolidated financial statements also include provisions for federal and state income taxes, prepared on a stand-alone basis, for all corporate entities within the Partnership. Deferred income taxes are recorded using enacted tax law and rates for the years in which the taxes are expected to be paid or refunds received. Deferred income taxes are provided for items when there is a temporary difference in recording such items for financial reporting and income tax reporting. The Partnership recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. Concentrations To the extent the P artnership’s customer receivables become delinquent, collection activities commence. No single customer is large enough to present a significant financial risk to the Partnership. The Partnership maintains an allowance for doubtful accounts based on the expected collectibility of accounts receivable. The Partnership relies on local and long-distance telephone companies, some of whom are related parties (see Note 14), and other companies to provide certain communication services. Although management bel ieves alternative telecommunications facilities could be found in a timely manner, any disruption of these services could potentially have an adverse impact on operating results. Although the Partnership attempts to maintain multiple vendors for each required product, its network assets, which are important components of its operations, are currently acquired from only a few sources. If the suppliers are unable to meet the Partnership’s needs as it builds out its network infrastructure and sells servic e and equipment, delays and increased costs in the expansion of the Partnership’s network infrastructure or losses of potential customers could result, which would adversely affect its operating results. Comprehensive Income Comprehensive income consists of net income and other gains and losses affecting partners’ capital that, under generally accepted accounting principles, are excluded from net income. Other comprehensive income is comprised of adjustments for defined benefit pension and post re tirement plans. Recently Issued Accounting Pronouncements In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement”. SFAS No. 157 defines fair value, expands disclosures about fair value measurements, establishes a framework for measuring fair value in generally accepted accounting principles and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value. The Partnership is required to adopt SFAS No. 157 effective Jan uary 1, 2008 on a prospective basis, except for those items where the Partnership has elected a partial deferral under the provisions of FASB Staff Posi

items for which the fair value option has been elected. The Partnership is required to adopt SFAS No. 159 effective January 1, 2008. The Partnership does not expect this standard to have an impact on the financial statements. In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” This standard replaces SFAS No. 141, “Business Combinations.” SFAS No. 141(R) requires that all business combinat ions be accounted for by applying the acquisition method. Under the acquisition method, the acquirer measures and recognizes the acquiree, as a whole, and the assets acquired and the liabilities assumed at their fair values as of the acquisition date. The Partnership is required to adopt SFAS No. 141(R) effective January 1, 2009 on a prospective basis. The Partnership is currently evaluating the impact this new standard will have on its financial statements. In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” This statement amends Accounting Research Bulleting (“ARB”) No. 51, “Consolidated Financial Statements,” by establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The Partnership is required to adopt SFAS No. 160 effective January 1, 2009 on a prospective basis, except for the presentation and di sclosure requirements, which must be applied retrospectively. The Partnership is currently evaluating the impact this new standard will have on its financial statements. In June 2006, the EITF reached a consensus on EITF No. 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement.” EITF No. 06-3 permits that such taxes may be presented on either a gross basis or a net basis as long as that presentation is used co nsistently. The adoption of EITF No. 06-3 on January 1, 2007 did not impact our consolidated financial statements. We present the taxes within the scope of EITF No. 06-3 on a net basis. In September 2006, the EITF reached a consensus on EITF No. 06-1, “Accounting for Consideration Given by a Service Provider to Manufacturers or Resellers of Equipment Necessary for an End-Customer to Receive Service from the Service Provider.” EITF No. 06-1 provides guidance regarding whether the consideration given by a service provider to a manufacturer or reseller of specialized equipment should be characterized as a reduction of revenue or an expense. The Partnership is required to adopt EITF 06-1 effective January 1, 2008 as a change in accounting principle through retrospective application unless it is impracticable to do so. The Partnership does not expect the impact to the financial statements to be material. 2. Wireless Licenses and Other Intangibles, Net The Partnership’s principal intangible assets are licenses, including licenses associated with equity method investments, which provide the Partnership with the exclusive right to utilize certain radio frequency spectrum to provide wireless communication services. While licenses are issued for only a fixed time, generally 10 to 15 years, such licenses are subject to renewal by the Federal Communications Commission (“FCC”). Renewals of licenses have occurred routinely and at nominal cost. Moreover, the Par tnership has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of the Partnership’s wireless licenses. As a result, the wireless licenses have been treated as an indefinite life intangible asset under the provisions of SFAS No. 142 and have not been amortized but rather were tested for impairment. The Partnership reevaluates the useful life determination for wireless licenses at least annually to determine wheth er events and circumstances continue to support an indefini te useful life. The Partnership evaluates its wireless licenses for potential impairment annually, and more frequently if indications of impairment exist. The Partnership tests its licenses on an aggreg

The changes in the carrying amount of wireless licenses are as follows: Wireless Licenses Wireless Licenses, Associated with Equity (Dollars in Millions) Net (a) Method Investments (b) Total Balance, net, as of January 1, 2006 $ 47,781 $ 24 $ 47,805 Wireless licenses acquired 3,203 — 3,203 Capitalized interest on wireless licenses 240 — 240 Other (109) (2) (111) Balance, net, as of December 31, 2006 51,115 22 51,137 Wireless l icenses acquired 170 — 170 Capitalized interest on wireless licenses 203 — 203 Other (3) — (3) Balance, net, as of December 31, 2007 $ 51,485 $ 22 $ 51,507 ___(a) Wireless licenses of approximately $3.0 billion and $6.9 billion were not in service at December 31, 2007 and 2006, respectively. (b) Included in Deferred charges and other assets, net. Other intangibles, net consist of the following: December 31, (Dollars in Millions) 2007 2006 Cu stomer lists (4-7 yrs.) (a) $ 96 $ 108 Other (8-18 yrs.) 23 21 119 129 Less: accumulated amortization (b) 87 85 Other intangibles, net $ 32 $ 44 ___(a) The Partnership retired approximately $16 of fully amortized customer lists during the year ended December 31, 2007. (b) Based solely on amortizable intangible assets existing at December 31, 2007, the estimated amortization expense for the five succeeding fiscal years and thereafter is as follows: For the year ended 12/3 1/2008 $ 11 For the year ended 12/31/2009 $ 6 For the year ended 12/31/2010 $ 6 For the year ended 12/31/2011 $ 5 For the year ended 12/31/2012 $ 2 Thereafter $ 2 3. Business Combinations and Other Transactions Acquisitions in the year ended December 31, 2007 consisted of various individually immaterial partnership interests and wireless licenses. On November 29, 2006, the Partnership was granted 13 FCC licenses won in the FCC’s Advanced Wireless Services spectrum auction (“Auction 66”) that concluded on September 18, 2006. The Partnership was the high bidder on these licenses with bids totaling $2.8 billion. The 13 licenses cover the eastern half of the United States and a population of approximately 200 million. The Partnership has made all required payments to the FCC for these licenses. Vista PCS LLC (“Vista”), a joint venture between the Partnership and Valley Communications, LLC (“Valley”), was high bidder on 37 of 242 Personal Communications S ervice (“PCS”) licenses auctioned by the FCC in February 2005. These licenses were available only to entities qualifying as an “entrepreneur” under FCC rules. Vista qualified as an “entrepreneur” under FCC rules. Vista is also a Variable Interest Entity as defined by FIN 46(R). Vista’s results are consolidated by the Partnership because the Partnership deems itself to be the primary beneficiary of Vista, in accordance with FIN 46(R). Valley has voting control of Vista in that it has two of the three votes on Vista’s Management Committee while the Partnership has the remaining vote. Vista’s winning bids in the FCC auction totaled $332 million. The 37 licenses cover a population of approximately 34.4 million, including approximately 2.2 million in markets where the Partnership did not hold licenses. The licenses cover major markets such as Charlotte, Cincinnati, Houston, Norfolk, Pittsburgh and Seattle. The FCC granted Vista these licenses in Marc h 2006. On August 3, 2005, the Partnership completed the purchase of 23 PCS licenses and related network assets from Cricket Communications, Inc., a subsidiary of Leap Wireless International, Inc., and certain of its affiliates, for approximately $103 million in cash, which included purchase price adjustments and deferred consideration of approximately $3 million. The licenses cover the Michigan BTAs of Battle Creek, Flint, Kalamazoo and Jackson, and 16 other markets in Michigan, Wiscons in, 10 B-11

Alabama, Arkansas, Mississippi and New York. These licenses provide for additional expansion into markets in Michigan, Arkansas, Alabama, Mississippi and Wisconsin, and necessary capacity for existing markets in Michigan, Arkansas, Alabama, Mississippi and upstate New York. On May 13, 2005, the Partnership was granted 26 FCC licenses won in the FCC auction that concluded on February 15, 2005 of 242 PCS licenses (“Auction 58”). The Partnershi p was the high bidder on these licenses with bids totaling $365 million. The 26 licenses cover a population of approximately 20 million, including approximately 2.2 million in markets where the Partnership did not previously hold licenses. The licenses cover major markets, such as Charlotte, Cleveland, St. Louis and San Diego. The Partnership has made all required payments to the FCC for these licenses. On May 11, 2005, the Partnership acquired a PCS license in the San Francisco basic tr ading area (“BTA”) from Metro PCS, Inc. for $230 million. The license covers a population of approximately 7.3 million and provides spectrum capacity in the San Francisco, Oakland and San Jose markets. On April 13, 2005, the Partnership completed the purchase of all of the stock of NextWave Telecom Inc., whereby it acquired 23 PCS licenses and certain tax net operating losses for approximately $3 billion in cash. The licenses cover a population of approximately 73 million and provide spectrum capacity in key markets such as New York, Los Angeles, Boston, Washington D.C. and Detroit, and expand the Partnership’s licensed footprint into Tulsa, Oklahoma. On March 4, 2005, the Partnership completed the purchase from Qwest Wireless, LLC of all of its PCS licenses and related network assets for $419 million in cash, including post-closing adjustments. The licenses cover a population of approximately 30.9 million in 62 markets, and provide needed spectrum capaci ty in certain of the Partnership’s existing major markets, such as Denver, Portland, Phoenix, Salt Lake City and Seattle. Other acquisitions in the years ended December 31, 2006 and 2005 consisted of various individually immaterial partnership interests and wireless licenses. All of the acquisitions of businesses included above were accounted for under the purchase method of accounting with results of operations included in the consolidated statements of operations from the date of acquisition. Ha d the acquisitions of businesses been consummated on January 1 of the year preceding the year of acquisition, the results of these acquired operations would not have had a significant impact on the Partnership’s consolidated results of operations for any of the periods presented. The following table presents information about the Partnership’s acquisitions for the years ended December 31, 2007, 2006 and 2005: Other Net Assets and Purchase Wireless Tangible Liabilities, (Dollars in Millions) A cquisition Date Price (a) Licenses Assets net 2007 Various Various $ 180 $ 170 $ 2 $ 8 2006 Auction 66 November 2006 $ 2,809 $ 2,809 $ — $ — Vista PCS March 2006 $ 332 $ 353 $ — $ (21) Various Various $ 57 $ 41 $ 7 $ 9 2005 Leap (b) August 2005 $ 103 $ 95 $ 8 $ — Auction 58 May 2005 $ 365 $ 365 $ — $ — Metro PCS May 2005 $ 230 $ 230 $ — $ — NextWave Telecom Inc (c) April 2005 $ 3,003 $ 4,408 $ — $ (1,405) Qwest Ma rch 2005 $ 419 $ 393 $ 39 $ (13) Various Various $ 200 $ 190 $ 2 $ 8 ___(a) Purchase price includes cash, assumption of debt, other liabilities, as well as the fair value of assets exchanged, as applicable. (b) Includes approximately $3 million of purchase price adjustments and deferred consideration. (c) Included in the transaction is the recording of a deferred tax liability, net. Adjustments of ($2) million & $148 million to deferred taxes were recorde d in 2007 and 2006, respectively. 11 B-12

4. Variable Interest Entity In November 2004, the Partnership and Valley Communications, LLC (“Valley”) entered into an LLC Agreement (the “Agreement”) to form Vista PCS, LLC (“Vista”) in order to bid on PCS licenses. For the year ended December 31, 2004, Vista had no business activity other than its initial capitalization upon formation. On February 15, 2005, the FCC concluded an auction of 242 PCS licenses. Vista w as the high bidder on 37 of these licenses. The Partnership has provided capital contributions and debt financing to Vista. Under the Agreement, the Partnership has an 80% non-controlling interest in Vista, while Valley has the remaining 20% interest. Also, under the Agreement, Valley has voting control of Vista in that it has two of the three votes on Vista’s Management Committee. The Partnership has the remaining vote. Additionally, pursuant to a Management Agreement, the Partnership provides Vista a ssistance in building the wireless networks in the areas in which Vista owns the licenses purchased in the FCC auction. The Partnership considers Vista to be a variable interest entity (“VIE”) because its voting rights are not proportional to its ownership interest and the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support. The Partnership deems itself to be the primary beneficiary of Vista. 5. Verizon Wireless of the East On August 15, 2002, the Partnership acquired substantially all of the operating assets of Price Communications Wireless, Inc. (“Price”), a subsidiary of Price Communications Corp., pursuant to an agreement dated as of December 18, 2001, as amended. On December 17, 2001 a new limited partnership, Verizon Wireless of the East LP, was formed for the purpose of acquiring the assets to be contributed by Price and subsidiaries of the Partnership. The Partnership contr ibuted certain of its assets to the new limited partnership in exchange for a managing general partner interest and a limited partner interest. In exchange for its contributed assets, Price received a preferred limited partnership interest in Verizon Wireless of the East LP that was exchangeable under certain circumstances into equity of Verizon Wireless (if an initial public offering of such equity occurred) or mandatorily into common stock of Verizon on the fourth anniversary of the asset contribution (Au gust 15, 2006) if a qualifying initial public offering of Verizon Wireless equity had not occurred prior to such anniversary (“the mandatory exchange”). Pursuant to the limited partnership agreement, the profits of Verizon Wireless of the East LP were allocated on a preferred basis to Price’s capital account quarterly. Price’s initial capital account balance for its preferred interest was included in minority interests in consolidated entities in the consolidated balance sheets. On August 15, 2006, Price exchanged its preferred limited partnership interest in Verizon Wireless of the East LP for 29.5 million shares of Verizon’s common stock. Verizon’s interest in Verizon Wireless of the East LP of $1,179 million is included in minority interests in consolidated entities on the consolidated balance sheets. Verizon is not allocated any of the profits of Verizon Wireless of the East LP. Verizon Wireless of the East LP is controlled and consolidated by the Partners hip. 6. Supplementary Financial Information Supplementary Balance Sheet Information December 31, (Dollars in Millions) 2007 2006 Receivables, Net: Accounts receivable $ 3,533 $ 3,124 Other receivables 416 312 3,949 3,436 Less: allowance for doubtful accounts 217 201 Receivables, net $ 3,732 $ 3,235 12 B-13

Balance at Additions Write-offs, Balance at beginning of charged to net of end of the (in millions) the year operations recoveries year Accounts Receivable Allowances: 2007 $ 201 $ 395 $ (379) $ 217 2006 $ 193 $ 273 $ (265) $ 201 2005 $ 223 $ 250 $ (280) $ 193 Inventory Allowances: 2007 $ 55 $ 25 $ 4 $ 84 2006 $ 47 $ (1) $ 9 $ 55 2005 $ 59 $ (13) $ 1 $ 47 December 31, (Dollars in Millions) 2007 2006 Property, Plant and Equipment, Net: Land and improvements $ 146 $ 158 Buildings (8-40 yrs.) 7,064 6,229 Wireless plant equipment (3-15 yrs.) 37,706 34,738 Furniture, fixtures and equipment (5 yrs.) 3,502 3,293 Leasehold improvements (5 yrs.) 2,469 1,993 50,887 46,411 Less: accumulated depreciation 24,916 21,752 Property, plant and equipment, net (a)(b) $ 25,971 $ 24,659 ___(a) Construction-in-progress included in certain of the classifications shown in property, plant and equipment, principally wireless plant equipment, amounted to $1,864 and $1, 998 at December 31, 2007 and 2006, respectively. (b) Interest costs of $93 and $78 and network engineering costs of $264 and $240 were capitalized during the years ended December 31, 2007 and 2006, respectively. December 31, (Dollars in Millions) 2007 2006 Accounts Payable and Accrued Liabilities: Accounts payable $ 2,843 $ 2,863 Accrued liabilities 2,995 1,973 Accounts payable and accrued liabilities $ 5,838 $ 4,836 Supplementary Statements of Operations Information For the Years Ended December 31, (Dollars in Millions) 2007 2006 2005 Depreciation and Amortization: Depreciation of property, plant and equipment $ 5,028 $ 4,668 $ 4,207 Amortization of other intangibles 18 137 464 Amortization of deferred charges and other assets 108 108 89 Total depreciation and amortization $ 5,154 $ 4,913 $ 4,760 Interest Expense, Net: Interest expense $ (547) $ (770) $ (849) Interest income 2 1 4 Capitalized interest 296 318 248 Interest expense, net $ (249) $ (451) $ (597) 13 B-14

Supplementary Cash Flows Information For the Years Ended December 31, (Dollars in Millions) 2007 2006 2005 Net cash paid for income taxes $ 564 $ 439 $ 250 Interest paid, net of amounts capitalized $ 264 $ 445 $ 581 Supplemental investing and financing non-cash transactions: Reclassification of deposits to wireless licenses $ 1 $ 332 $ 31 Debt and net liabilities assumed, less cash $ — $ — $ 7 Reclassification of portion of Vodafone’s partne rs’ capital (see Note 15) $ 10,000 $ 10,000 $ — 7. Debt Fixed and Floating Rate Notes In December 2001, the Partnership and Verizon Wireless Capital LLC, a wholly-owned subsidiary of the Partnership, co-issued a private placement of $1.5 billion floating rate notes, originally maturing in December 2003, and $2.5 billion fixed rate notes, maturing in December 2006. The net cash proceeds were used to reduce outstanding amounts under a bank credit facility. Verizon Wireless C apital LLC, a Delaware limited liability company, was formed for the sole purpose of facilitating the offering of the notes and additional debt securities of the Partnership. Other than acting as co-issuer of the Partnership indebtedness, Verizon Wireless Capital LLC had no material assets, operations or revenues. The Partnership was jointly and severally liable with Verizon Wireless Capital LLC for the notes. On July 10, 2002, the Partnership filed a registration statement on Form S-4 to exchange the privately placed notes for a new issue of notes with identical terms registered under the Securities Act of 1933. The registration statement was declared effective and the exchange offer commenced on October 11, 2002. The exchange offer expired and closed on November 12, 2002. On November 17, 2003, the Partnership and Verizon Wireless Capital LLC co-issued another private placement of $1.5 billion floating rate notes. The net proceeds from the sale of the notes were used to repay the $1. 5 billion floating rate notes that matured in December 2003 and a $24 million bank credit facility. On May 23, 2005, the Partnership repaid these floating rate notes with proceeds obtained through intercompany borrowings. The $2.5 billion, net of an original $12 million discount, fixed rate notes bore interest at a rate of 5.375% due semi-annually on each June 15 and December 15. On December 15, 2006, the Partnership repaid these fixed rate notes with proceeds ob tained through intercompany borrowings. 8. Due from/to Affiliates December 31, (Dollars in Millions) 2007 2006 Receivable from affiliates, net $ 178 $ 73 Payables to affiliates: Short term note payable to affiliate 3,391 — Long term notes payable to affiliate 2,578 12,933 Total due to affiliates $ 5,791 $ 12,860 Receivable from Affiliates, Net The Partnership has agreements with certain Affiliates for the provision of services in the normal course of business, including but not limited to direct a nd office telecommunications and general and administrative services. Term Notes Payable to Affiliates In conjunction with its acquisition of the operating assets of Price in August 2002, Verizon Wireless of the East LP obtained a $350 million term note from Verizon Investments Inc., a wholly-owned subsidiary of Verizon. These funds were used to partially fund the redemption of debt assumed from Price. In September 2006, Verizon Wireless of the East LP repaid in full and cancelled this note u sing the proceeds of a $350 million floating rate note payable by Verizon Wireless of the East LP to the 14 B-15

Partnership, with a maturity date of February 18, 2011. This note bears interest at a rate per annum computed monthly based upon the weighted cost of the Partnership’s outstanding borrowings during the month. The Partnership financed this new note using intercompany borrowings from an affiliate of Verizon. On February 18, 2005, the Partnership signed a floating rate promissory note with Verizon Global Funding Corp. (“VGF”), a wholly-own ed subsidiary of Verizon, that permits the Partnership to borrow, repay and re-borrow from time-to-time up to a maximum principal amount of $6.5 billion with a maturity date of February 22, 2008. Amounts borrowed under the note bear interest at a rate per annum equal to one-month LIBOR plus 20 basis points for each interest period, with the interest rate being adjusted on the first business day of each month. Borrowings under this note as of December 31, 2007 were approximately $891 mill ion. This borrowing is classified as due to affiliate (current liabilities) on the accompanying consolidated balance sheet as of December 31, 2007. On December 15, 2006, the Partnership signed a fixed rate promissory note in the amount of $2.5 billion payable to Verizon Financial Services LLC, due on December 15, 2008. Amounts borrowed under this note bear interest at a rate of approximately 5.3% per annum. Proceeds from the note were used to repay $2.5 billion fixed rate notes that matured in December 2006. Borrowings under this note at December 31, 2007 were $2.5 billion. This borrowing is classified as due to affiliate (current liabilities) on the accompanying consolidated balance sheet as of December 31, 2007. On September 1, 2005, the Partnership signed a floating rate promissory note in the amount of approximately $2.4 billion payable to VGF, and due on August 1, 2009. Amounts borrowed under this note bear interest at a rate per annum equal to one-month LIBOR plus 20 basis points for each interest period, with the interest rate being adjusted on the first business day of each month. This note was effective as of July 1, 2005, and replaced a prior $2.4 billion term note due in 2009 to VGF, which was cancelled as a result. Borrowings under this note at December 31, 2007 were approximately $2.4 billion. This borrowing is classified as due to affiliate (non-current liabilities) on the accompanying consolidated balance sheet as of December 31, 2007. Also on September 1, 2005, the Partnership signed a fixed rate promissory note that permits the Partnership to borrow, repay and re-borrow from time-to-time up to a maximum principal amount of $9.0 billion from VGF, with a maturity date of August 1, 2009. Amounts borrowed under this note bear interest at a rate of 5.8% per annum. This note was effective as of July 1, 2005, and replaced a prior demand note due to VGF, which was cancelled as a result. Borrowings und er this note at December 31, 2007 were approximately $147 million. This borrowing is classified as due to affiliate (non-current liabilities) on the accompanying consolidated balance sheet as of December 31, 2007. Effective February 1, 2006, VGF was merged with and into Verizon, making Verizon the lender on all of our notes previously payable to VGF. On March 1, 2006, Verizon assigned these notes to a wholly-owned subsidiary, Verizon Financial Services LLC (“VFSL”). 9. Fin ancial Instruments Fair Value The carrying amounts and fair values of the Partnership’s financial instruments as of December 31 consist of the following: December 31, 2007 2006 Carrying Fair Carrying Fair (Dollars in Millions) Value Value Value Value Term notes due to affiliates $ 5,969 $ 5,990 $ 12,933 $ 13,116 Partner’s capital subject to redemption $ — $ — $ 10,000 $ 10,000 The Partnership’s trade receivables and payables are short term in nature. Accordingly, these in struments’ carrying value approximates fair value. A discounted future cash flows method is used to determine the fair value of the term notes due to affiliates. 15 B-16

10. Employee Benefit Plans Employee Savings and Profit Sharing Retirement Plans The Partnership maintains the Verizon Wireless Savings and Retirement Plan (the “VZW Plan”) for the benefit of its employees. Employees of the Partnership are eligible to participate as soon as practicable following their commencement of employment. Under the employee savings component of the VZW Plan, employees may contribute, subject to IRS limitations, up to a total of 25% of eligible compensation, on a before-tax or after-tax basis, or as a combination of before-tax and after-tax contributions, under Section 401(k) of the Internal Revenue Code of 1986, as amended. In 2007, employees were able to contribute up to a total of 25% of eligible compensation. Up to the first 6% of an employee’s eligible compensation contributed to the VZW Plan is matched 100% by the Partnership. The Partnership recognized approximately $174 million, $146 million and $118 mil lion of expense related to matching contributions for the years ended December 31, 2007, 2006, and 2005, respectively. Under the profit sharing component of the VZW Plan the Partnership may elect, at the sole discretion of the Human Resources Committee of the Board of Representatives (the “HRC”), to contribute an additional amount to the accounts of employees who have completed at least 12 months of service by December 1 of the year the profit sharing is offered in the form of a profit s haring contribution. The HRC declared profit sharing contributions of 3% of employees’ eligible compensation for 2007, 2006 and 2005, respectively. The Partnership recognized approximately $92 million, $81 million and $70 million of expense related to profit sharing contributions for 2007, 2006, and 2005, respectively. 11. Long-Term Incentive Plan Effective January 1, 2006, the Partnership adopted SFAS No. 123(R), which eliminates the alternative to use the intrinsic value meth od of accounting that was provided in SFAS No. 123. The Partnership recorded a $124 million cumulative effect of adoption as of January 1, 2006 to recognize the effect of initially measuring the outstanding liability for Value Appreciation Rights (“VARs”) granted under the 2000 Verizon Wireless Long Term Incentive Plan at fair value utilizing a Black-Scholes model. Verizon Wireless Long Term Incentive Plan The 2000 Verizon Wireless Long-Term Incentive Plan (the “Wireless Plan”) provides compensation opportunities to eligible employees and other participating affiliates of the Partnership. The Plan provides rewards that are tied to the long-term performance of the Partnership. Under the Wireless Plan, VARs and Restricted Partnership Units (“RPUs”) are granted to eligible employees. The aggregate number of VARs and RPUs that may be issued under the Plan is approximately 343 million. VARs reflect the change in the value of the Partnership, as defined in the plan, similar to stock options. Once VARs become vested, employees can exercise their VARs and receive a payment that is equal to the difference between the VAR price on the date of grant and the VAR price on the date of exercise, less applicable taxes. VARs are fully exercisable three years from the date of grant with a maximum term of 10 years. All VARs are granted at a price equal to the estimated fair value of the Partnership, as defined in the plan, at the date of the grant. On July 24, 2003, the Verizon Wireless Board of Representatives approved a long-term incentive grant of RPUs to all eligible employees. RPUs were very similar to restricted stock in that at the time of vesting, each RPU was worth the entire value of the unit. The RPUs vested in full on December 31, 2005, and were paid on January 31, 2006. The Partnership employs the income approach, a standard valuation technique, to arrive at the fair value of the Partnership on a quarterly basis using publicly available information. The income appro ach uses future net cash flows discounted at market rates of return to arrive at an indication of fair value, as defined in the plan. For the years ended December 31, 2007 and 2006

With the adoption of SFAS No. 123(R), the Partnership began estimating the fair value of VARs granted using a Black-Scholes option valuation model. The following table summarizes the assumptions used in the model during the years ended December 31, 2007 and 2006: The risk-free rate is based on the U.S. Treasury yield curve in effect at the measurement date. The expected term of the VARs was estimated using a combination of the simplified method as pre scribed in SAB No. 107, “Share-Based Payment,” historical experience, and management judgment. Expected volatility was based on a blend of the historical and implied volatility of publicly traded peer companies for a period equal to the VARs expected life, ending on the measurement date, and calculated on a monthly basis. The Partnership does not pay dividends. For the years ended December 31, 2007, 2006, and 2005, the intrinsic value of VARs exercised during the period was $488 mil lion, $80 million, and $375 million, respectively. Cash paid to settle VARs for the years ended December 31, 2007, 2006, and 2005 was $452 million, $74 million, and $351 million, respectively. Awards outstanding at December 31, 2007, 2006 and 2005 under the Wireless Plan are summarized as follows: Weighted Average Exercise Price Vested RPUs (a) VARs (a) of VARs (a) VARs(a) Outstanding, January 1, 2005 15,122,393 160,661,318 $ 15.63 66,939,006 Granted (7 2) 9,845 14.85 Exercised — (47,964,458) 12.27 Cancelled (669,557) (3,783,534) 15.17 Outstanding, December 31, 2005 14,452,764 (b) 108,923,171 17.12 63,596,655 Granted 173,197 — - Exercised (14,607,439) (7,448,447) 13.00 Cancelled/Forfeited (18,522) (7,007,944) 23.25 Outstanding, December 31, 2006 — 94,466,780 16.99 52,041,606 Granted — 134,375 13.89 Exercised — (30,848,164) 15.07 Cancelled/Forfeited — (3,341,283) 24.12 Outstanding, December 31, 2007 — 60,411,708 $ 17.58 60,411,708 ___(a) The weighted average exercise price is presented in actual dollars; VARs and RPUs are presented in actual units. (b) RPUs, totaling approximately $303 million vested in full on December 31, 2005 and were paid and cancelled on January 31, 2006. The following table summarizes the status of the Partnership’s VARs as of December 31, 2007: ___(a) As of December 31, 2007 the aggregate intrinsic value of V ARs outstanding and VARs vested was $963 million. (b) For the years ended December 31, 2007, 2006 and 2005, the fair value of VARs vested during the period was $716 million, zero, and $588 million, respectively. 17 B-18

Verizon Communications Long Term Incentive Plan The Verizon Communications Long Term Incentive Plan (the “Verizon Plan”), permits the grant of nonqualified stock options, incentive stock options, restricted stock, restricted stock units, performance shares, performance share units and other awards. The maximum number of shares for awards is 207 million. Restricted Stock Units The Verizon Plan provides for grants of restricted stock units (“R SUs”) that vest at the end of the third year after the grant. The RSUs are classified as liability awards because the RSUs are paid in cash upon vesting. The RSU award liability is measured at its fair value at the end of each reporting period and, therefore, will fluctuate based on the performance of Verizon’s stock. The Partnership had approximately 3.6 million RSUs outstanding under the Verizon Plan as of December 31, 2007. Performance Share Units The Verizon Plan also provides for gr ants of performance share units (“PSUs”) that vest at the end of the third year after the grant. The PSUs are classified as liability awards because the PSU awards are paid in cash upon vesting. The PSU award liability is measured at its fair value at the end of each reporting period and, therefore, will fluctuate based on the performance of Verizon’s stock as well as a performance measure. The Partnership had approximately 5.4 million PSUs outstanding under the Verizon Plan as of Decemb er 31, 2007. Stock-Based Compensation Expense As of December 31, 2007, unrecognized compensation expense related to the unvested portion of the Partnership’s RSUs and PSUs was approximately $99 million and is expected to be recognized over the next two years. For the years ended December 31, 2007, 2006 and 2005, the Partnership recognized compensation expense for stock based compensation related to RSUs and PSUs of $144 million, $72 million and $27 million, respective ly. 12. Income Taxes Provision for Income Taxes The provision for income taxes consists of the following: For the Years Ended December 31, (Dollars in Millions) 2007 2006 2005 Current tax provision: Federal $ 437 $ 355 $ 275 State and local 179 122 85 616 477 360 Deferred tax provision: Federal 93 94 82 State and local 5 28 (8) 98 122 74 Provision for income taxes $ 714 $ 599 $ 434 18 B-19

A reconciliation of the income tax provision computed at the statutory tax rate to the Partnership’s effective tax rate is as follows: For the Years Ended December 31, (Dollars in Millions) 2007 2006 2005 Income tax provision at the statutory rate $ 3,962 $ 3,123 $ 2,305 State income taxes, net of U.S. federal benefit 130 107 46 Interest and penalties 4 — - Partnership income not subject to federal or state income taxes (3,382) (2,631) (1,917) Pr ovision for income tax $ 714 $ 599 $ 434 Deferred taxes arise because of differences in the book and tax bases of certain assets and liabilities. The significant components of the Partnership’s deferred tax assets and (liabilities) are as follows: December 31, (Dollars in Millions) 2007 2006 Deferred tax assets: Bad debt $ 10 $ 7 Accrued expenses 14 8 Net operating loss carryforward 163 272 Other state tax deduction 108 — Total deferred tax assets $ 295 $ 287 Deferred tax liabilities: Pr operty, plant and equipment $ (428) $ (468) Intangible assets (5,562) (5,429) Total deferred tax liabilities $ (5,990) $ (5,897) Net deferred tax asset-current (a) $ 138 $ 129 Net deferred tax liability-non-current $ (5,833) $ (5,739) ___(a) Included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Net operating loss carryforwards of $586 million expire at various dates principally from December 31, 2017 through December 31, 2 025. Uncertainty in Income Taxes Effective January 1, 2007, the Partnership adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), which requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. As a result of the implementation of FIN 48, the Partnership recorded a $19 million reduct ion to partners’ capital with an offsetting increase in the liability for unrecognized tax benefits as of January 1, 2007. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (Dollars in Millions) Balance as of January 1, 2007 $ 70 Additions based on tax positions related to the current year 12 Additions for tax positions of prior years 1 Reductions due to lapse of applicable statute of limitations (16) Balance as of December 31, 2007 $ 67 Included in the total unrecognized tax benefits at December 31, 2007, is $30 million of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate. The remaining unrecognized tax benefits relate to temporary items that would not affect the effective tax rate. The Partnership recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. We had approximately $17 million for the payment of interest and penalties accrued a s of December 31, 2007, relating to the $67 million of unrecognized tax benefits reflected above. 19 B-20

The Partnership or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and local jurisdictions. The Partnership is generally no longer subject to U.S. federal or state income examinations by tax authorities for years before 2000. The Internal Revenue Service (IRS) is currently examining the Partnership’s U.S. income tax returns for years 2000 through 2003. One local municipality is currently examining the tax r eturns for years 1998 through 2002. It is reasonably possible that the unrecognized tax benefits may be adjusted within the next twelve months as a result of the settlement of that local municipality’s exam. An estimate of the amount of the change attributable to such settlement cannot be made at this time. Management believes any settlement will not have a material impact on results from operations. 13. Leases Operating Leases The Partnership has entered into operating leases for facilities and equipm ent used in its operations. Lease contracts include renewal options that include rent expense adjustments based on the Consumer Price Index as well as annual and end-of-lease term adjustments. Rent expense is recorded on a straight-line basis. The noncancellable lease term used to calculate the amount of the straight-line rent expense is generally determined to be the initial lease term, and considers any optional renewal terms that are reasonably assured. Leasehold improvements related to these operating l eases are amortized over the shorter of their estimated useful lives or the noncancellable lease term. For the years ended December 31, 2007, 2006, and 2005, the Partnership recognized rent expense related to payments under these operating leases of $737 million, $706 million, and $603 million, respectively, in cost of service and $339 million, $313 million, and $287 million, respectively, in selling, general and administrative expense in the accompanying consolidated stat ements of operations and comprehensive income. The aggregate future minimum rental commitments under noncancellable operating leases, excluding renewal options that are not reasonably assured for the periods are as follows: Operating (Dollars in Millions) Leases Years 2008 $ 918 2009 789 2010 630 2011 458 2012 291 2013 and thereafter 931 Total minimum payments $ 4,017 14. Other Transactions with Affiliates In addition to transactions with Affiliates in Notes 5 and 8, other significant transactions with Affi liates are summarized as follows: For the Years Ended December 31, (Dollars in Millions) 2007 2006 2005 Revenue related to transactions with affiliated companies $ 105 $ 113 $ 97 Cost of service (a) $ 1,148 $ 945 $ 742 Certain general and administrative expenses (b) $ 154 $ 105 $ 73 Interest expense, net (c) $ 532 $ 629 $ 677 ___(a) Affiliate cost of service primarily represents cost of long distance, direct telecommunication and roaming charges from transactions with affiliates. (b) Affiliate general and administrative expenses includes direct billings from affiliates, as well as services billed from the Verizon Service Organization (“VSO”) for functions performed under service level agreements. (c) Interest costs of $296, $318 and $248 were capitalized in wireless licenses, net and property, plant and equipment, net in the years ended December 31, 2007, 2006 and 2005, respectively. Under the terms of the partnership agreement between Verizon and Vodafone, the P artnership is required to make annual distributions to its partners to pay taxes. Additionally, through April 2005, the Partnership was required, subject to compliance with specified financial tests, to pay distributions to the partners based upon a calculation specified in the partnership agreement. 20 B-21

The Partnership made distributions to its partners for the following periods: (Dollars in Millions) Period Paid Distribution Measurement Period Distribution Amount (a) November 2007 July through September 30, 2007 $ 438 (b) August 2007 April through June 30, 2007 $ 499 (b) May 2007 January through March 31, 2007 $ 511 (b) February 2007 October through December 31, 2006 $ 470 (b) November 2006 July through September 30, 2006 $ 467 (c) August 2006 April through June 30, 2006 $ 193 May 2006 January through March 31, 2006 $ 308 (c) February 2006 October through December 31, 2005 $ 292 November 2005 July through September, 30, 2005 $ 153 August 2005 April through June 30, 2005 $ 190 May 2005 January through March 31, 2005 $ 129 February 2005 July through December 31, 2004 $ 1,997 ___(a) The Partnership m ade a distribution of $571 million in February 2008 for the distribution measurement period October through December 31, 2007. This amount includes state tax payments of approximately $22 million, paid on behalf of our partners and subsequently reimbursed. (b) Includes state tax payments of approximately $17 million, $51 million, $10 million, and $6 million paid in the 1st, 2nd, 3rd, and 4th quarters of 2007, respectively. These amounts were paid on behalf of our partners and subsequently reimbursed. (c) Includes state tax payments of approximately $2 million and $4 million paid in the 2nd and 4th quarters of 2006, respectively. These amounts were paid on behalf of our partners and subsequently reimbursed. On October 14, 2003, the Partnership received, on behalf of our partners, a final purchase payment in respect of the disposition of the Chicago market that had previously been beneficially owned jointly by Verizon and Vodafone. The receipt of this payment triggered an obligation of Verizon and Vodafone pursuant to Section 7.6 of the Alliance Agreement to calculate certain payments received and expenses paid by Verizon, Vodafone and each of their respective affiliates in connection with overlap market dispositions, together with certain adjustments. Also pursuant to this provision, upon completion of this calculation, either Verizon or Vodafone was required to make a payment to the Partnership under certain circumstances. On September 1 , 2005, Verizon and Vodafone finalized this calculation. As a result, the Partnership received a capital contribution, net, from Verizon through the payment of approximately $512 million, which was used to reduce the debt owed to Verizon. This payment did not alter the percentage interests of either of the partners in the Partnership. The Partnership had agreements with an entity owned by Verizon and Vodafone that operated overlapping properties in Chicago, Houston and Richmond that the Partnership was required to dispose of pursuant to FCC regulations and which has since been sold. Pursuant to the agreements, the Partnership provided transition services and products and employee services and licensed trademarks and copyrighted materials. On September 2, 2005, the Partnership received a total payment of $172 million from Verizon and Vodafone representing payment in full of the outstanding accounts receivables relating to these transition services. 15. Commitments and Contingencies Under the ter ms of an agreement entered into among the Partnership, Verizon, and Vodafone on April 3, 2000, Vodafone obtained the right to require the Partnership to purchase up to an aggregate of $20 billion of Vodafone’s interest in the Partnership, at its then fair market value. Up to $10 billion was redeemable during the 61-day periods that opened on June 10 and closed on August 9 in 2004 and 2005. Vodafone did not exercise its redemption rights during those periods. As a result, $20 billion, not to exceed $10 billion in any one year, remained redeemable during the 61-day periods opening on June 10 and closing on August 9 in 2006 and 2007. Vodafone did not exercise its redemption rights during those periods. Accordingly, $10 billion of partners’ capital classified as redeemable in the December 31, 2006

protection laws and other statutes and defrauded customers through misleading billing practices or statements. These matters may involve indemnification obligations by third parties and/or affiliated parties covering all or part of any potential damage awards against the Partnership and/or insurance coverage. All of the above matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, the ultimate liability with respect to these matters as of December 31, 2007 cannot be ascertained. The potential effect, if any, on the consolidated financial statements of the Partnership, in the period in which these matters are resolved, may be material. In addition to the aforementioned matters, the Partnership is subject to various other legal actions and claims in the normal course of business. While the Partnership’s legal counsel cannot give assurance as to the outcome of each of these other matters, in management’s opinion, based on the advice of such legal counsel, the ultimate liability with respect to any of these actions, or all of them combined, will not materially affect the consolidated financial statements of the Partnership. In late July 2007, the Partnership announced that it has entered into an agreement to acquire Rural Cellular Corporation (“Rural Cellular”), for $45 per share in cash ($757 million). As a result of the acquisition, the Partnership will assume Rural Cellular’s outstanding debt. The total transaction value is approximately $2.67 billion. Rural Cellular has more than 700,000 customers in markets adjacent to the Partnership’s existing service areas. Rural Cellular’s networks are located in the states of Maine, Vermont, New Hampshire, New York, Massachusetts, Alabama, Mississippi, Minnesota, North Dakota, South Dakota, Wisconsin, Kansas, Idaho, Washington, and Oregon. Rural Cellular’s shareholders approved the transaction on October 4, 2007. The acquisition, which is subject to regulatory approvals, is expected to close in the third quarter of 2008. On December 3, 2007, the Partnership signed a definitive exchange agreement with AT&T, in connection with the Partnership’s purchase of Rural Cellular. Under the terms of the agreement, the Partnership will receive cellular operating markets in Madison and Mason, KY, and 10MHz PCS licenses in Las Vegas, NV; Buffalo, NY; Sunbury-Shamokin and Erie, PA; and Youngstown, OH. The Partnership will also receive minority interests held by AT&T in three entities in which the Partnership also holds an interest plus a cash payment. In exchange, the Partnership will give to AT&T six cellular operating markets in Burlington, Franklin and the northern portion of Addison, VT; Franklin, NY; and Okanogan and Ferry, WA; and a cellular license for the Kentucky 6 market. The operating markets the Partnership is exchanging are among those it is slated to acquire from Rural Cellular. The exchange with AT&T, which is subject to regulatory approvals, is expected to close in the second half of 2008. 16. Subsequent Events On January 24, 2008, the FCC began conducting an auction of spectrum in the 700 MHz band (“Auction 73”). This spectrum is currently used for UHF television operations but by law those operations must cease no later than February 17, 2009. The Partnership filed an application on December 3, 2007, to qualify as a bidder in this auction, and on January 14, 2008, the FCC announced that the Partnership and 213 other applicants had qualified as eligible to bid in the auction. On January 4, 2008, the Partnership paid to the FCC an $885 million deposit in order to obtain 590 million bidding eligibility units for participation in this auction. On March 20, 2008, the FCC announced the results of its Auction 73 for wireless spectrum licenses. The Partnership was the successful bidder for twenty-five 12 MHz licenses in the A-Block frequency, seventy-seven 12 MHz licenses in the B-Block frequency and seven 22 MHz licenses (nationwide with the exception of Alaska) in the C-Block frequency, with an aggregate bid price of $9.4 billion. On April 3, 2008, the Partnership paid to the FCC an additional $988 million down payment relating to the wireless spectrum licenses on which the Partnership was the high bidder. Subsequently, on April 17, 2008 the Partnership paid the balance of approximately $7.5 billion to the FCC. The Partnership expects the licenses to be granted by the FCC late in the second quarter of 2008. On February 22, 2008, the Partnership repaid the floating rate promissory note payable to VFSL on the maturity date with proceeds obtained through intercompany borrowings. On March 31, 2008, the Partnership signed a floating rate promissory note that permits the Partnership to borrow up to a maximum principal amount of approximately $9.4 billion from VFSL, with a maturity date of March 31, 2010. Amounts outstanding under this note bear interest at a rate of 3.10% until May 1, 2008, and thereafter, at a rate per annum equal to one-month LIBOR plus 28 basis points for each interest period, with the interest rate being adjusted on the first business day of each month. Proceeds from the note can only be used to fund the acquisition of wireless spectrum licenses in the recently completed 700 MHz wireless spectrum auction conducted by the FCC. On April 1, 2008, the Partnership borrowed $885 million under this note. These proceeds were used to refinance the deposit amount previously paid to the FCC to

participate in Auction 73. On April 3, 2008, the Partnership borrowed an additional $988 million to finance the down payment due to the FCC on the same day. On April 17, 2008, the Partnership borrowed approximately $7.5 billion to finance the balance due to the FCC for the wireless spectrum licenses won in Auction 73.

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On May 9, 2008, the Partnership completed the purchase of spectrum licenses and operating assets of SureWest Wireless from SureWest Communications for $69 million. The licenses cover a population of approximately 3.8 million in the greater Sacramento area, and will expand the Partnership’s spectrum capacity in that area.
On June 5, 2008, the Partnership signed a definitive agreement to acquire Alltel Corporation (“Alltel”) in a cash merger. Under the terms of the agreement, the Partnership will acquire the equity of Alltel for approximately $5.9 billion. In connection with entering into the merger agreement, the Partnership will also acquire approximately $5.0 billion in Alltel debt from various Alltel lenders. Based on Alltel’s projected net debt at closing of $22.2 billion, the aggregate value of the transaction is estimated to be $28.1 billion. Alltel has approximately 13 million customers in 34 states. The merger is targeted to close by end of 2008, subject to obtaining regulatory approvals. The Partnership expects to fund its obligations at closing through additional borrowings. On June 5, 2008, the Partnership entered into a senior unsecured 364-day credit facility of approximately $7.6 billion.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Representatives and Partners of Cellco Partnership d/b/a Verizon Wireless: We have audited the accompanying consolidated balance sheets of Cellco Partnership d/b/a Verizon Wireless (the “Partnership”) as of December 31, 2007 and 2006, and the related consolidated statements of operations and comprehensive income, changes in partners’ capital, and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America. As discussed in Notes 1 and 11 to the consolidated financial statements, the Partnership adopted the provisions of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment,” on January 1, 2006. As discussed in Note 12 to the consolidated financial statements, the Partnership adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” on January 1, 2007. Deloitte & Touche LLP New York, New York February 22, 2008 (June 6, 2008 as to Note 16 and the 6th and 7th paragraphs of Note 15)

B-25

Return of Capital and Share Consolidation Background The Company implemented a transaction to return capital to shareholders (the “Return of Capital”) during the year ended 31 March 2007 by way of an issue (the “Bonus Issue”) of redeemable, non-cumulative preference shares (the “B Shares”) to shareholders in proportion to their holding of ordinary shares or ADRs immediately prior to the Bonus Issue (the “Pre-existing Shares” and the “Pre-existing ADRs” respectively). Under the Return of Capital, holders o f the Pre-existing Shares could elect to have one of the following alternatives apply (with certain classes of persons located in the US along with holders of Pre-existing ADRs only permitted to participate in the second alternative below): (i) the shareholder could elect to redeem the B Shares at their nominal value on 4 August 2006 (the “Initial Redemption”); (ii) the shareholder could elect to receive a single dividend of an amount equal to the nominal value of the B Shares on a specified date in August 2006 (the “Initial B Share Dividend”) following which the shares automatically converted into unlisted deferred shares (the “Deferred Shares”); or (iii) the shareholder could elect to redeem the B Shares at their nominal value at a later date being 5 February or 5 August in the calendar year 2007 or 2008 (the “Future Redemption”) with the shareholder receiving a continuing, non-cumulative preferential dividend on the B Shares in the meantime. At the same time, the Pre-existing Shares and the Pre-existing ADRs were sub-divided and consolidated (the “Share Capital Consolidation”). The Share Capital Consolidation and the Bonus Issue are together referred to as the “Capital Reorganisation”. The shares and ADRs following sub-division and consolidation are referred to below as “New Shares” or “New ADRs” in order to distinguish them from the Pre-existing Shares and Pre-existing ADRs. UK Taxation The comments below are intended only as a general guide to the current tax position under the laws of the United Kingdom and practice of Her Majesty’s Revenue and Customs primarily in respect of US holders who are (except where specifically addressed) solely resident in the United Kingdom for tax purposes and who hold their shares beneficially as investments and not on trading account. This is a complex area and shareholders should consult their tax advisers in order to be certain of their individual p osition. 1. Capital Reorganisation For the purposes of United Kingdom taxation of capital gains and corporation tax on chargeable gains (“CGT”): 1.1 the receipt of the B Shares and the New Shares arising from the Capital Reorganisation was a reorganisation of the share capital of the Company. Accordingly, a shareholder will not be treated as having made a disposal of all or part of their holding of Pre-existing Shares by reason of the Capital Reorganisation; 1.2 the B Shares and New Shares acquired as a result of the Capital Reorganisation are to be treated as the same asset as the shareholder’s holding of Pre-existing Shares, and as having bee n acquired at the same time as the shareholder’s holding of Pre-existing Shares were acquired; and 1.3 any proceeds of sale of fractional entitlements returned to shareholders are not to be treated as proceeds of disposal but the amount will be deducted from the base cost on acquisition of the Pre-existing Shares. 2. Initial B Share Dividend 2.1 Income Tax The Company did not (and was not required to) withhold tax at source when paying the Initial B Share Dividend. A United Kingdom resident individual shareholder liable to income tax at the starting or basic rate pays no tax on the Initial B Share Dividend unless it has taken that shareholder’s income into a higher rate tax band. A United Kingdom resident individual shareholder liable to income tax at the higher rate, is liable to pay tax equal to 25% of the cash divi dend received to the extent that the gross dividend when treated as the top slice of that shareholder’s income falls above the threshold for higher rate income tax. United Kingdom resident taxpayers not liable to United Kingdom tax on dividends, are not generally liable to pay tax on the Initial B Share Dividend. United Kingdom resident corporate shareholders are generally not subject to corporation tax on the Initial B Share Dividend. 2.2 Taxation of chargeable gains For CGT purposes, the Initial B Share Dividend (and the consequent conversion of the B Shares into Deferred Shares) should not be treated as having given rise to a disposal or part disposal of the B Shares.

Shareholders who have received the Initial B Share Dividend should note that, consequent to the Capital Reorganisation, a proportion of the base cost, for CGT purposes, of their original holdings of Pre-existing Shares is to be attributed to the B Shares and this amount is to continue to be attributed to those B Shares following their conversion into Deferred Shares (notwithstanding that the Deferred Shares have limited rights or value). Correspondingly, only a proportion of the base cost of the holding of Pre-existing Shares is available on any disposal of New Shares. A transfer of the Deferred Shares is to be treated as a disposal and might result in a shareholder realising a capital loss. However, shareholders liable to corporation tax should note that it is possible that Section 30 of the Taxation of Chargeable Gains Act 1992 could apply to such a shareholder who elected for the Initial B Share Dividend. If it were so applied, the effect is broadly to deny any loss attributable to the payment of that Initial B Share Dividend from being allowed on disposal of the Deferred Shares. 3. Redemption of B Shares 3.1 On redemption (whether an Initial Redemption or a Future Redemption) of all or any of the B Shares, a shareholder might, depending on their particular circumstances, be subject to CGT on the amount of any chargeable gain realised. Any gain is measured by reference to the excess of the redemption price over the shareholder’s allowable expenditure for the B Shares redeemed. The shareholder’s allowable expenditure in relation to his Pre-existing Shares is to be apportioned between the New Shares and the B Shares by reference to their respective market values on the first day on which market values or prices were quoted or published for the New Shares. 3.2 No part of the proceeds received by a shareholder on redemption is an income distribution in the shareholder’s hands. 3.3 On any disposal, otherwise than by way of redemption, of the whole or part of a shareholder’s holding of New Shares or B Shares, a shareholder may, depending on his circumstances, be subject to CGT on the amount of any chargeable gain realised. Please refer to paragraph 3.1 above for details of the manner in which the shareholder’s allowable expenditure is allocated as between the New Shares and the B Shares. 4. Dividends on New Shares and B Shares other than the Initial B Share Dividend Dividends payable on the New Shares and the B Shares are subject to United Kingdom tax under the rules applicable to dividends. Under current United Kingdom taxation legislation, no tax is withheld at source from dividends paid on the New Shares or on the B Shares. The current rules and rates of tax correspond to those outlined in paragraph 2.1 above. 5. Stamp Duty and Stamp Duty Reserve Tax 5.1 Except in relation to depositary receipt arrangements or clearance services where special rules apply: · no stamp duty or stamp duty reserve tax (“SDRT”) is payable on the issue of the B Shares and New Shares; and · an agreement to sell B Shares or New Shares normally gives rise to liability on the purchaser to SDRT, at the rate of 0.5% of the actual consideration paid. If an instrument of transfer of the B Shares is subsequently produced it would generally be subject to stamp duty at the rate of 50 pence for every £100 (or part thereof) of the actual consideration paid. When such stamp duty is paid, the SDRT charge is cancelled and any SDRT already paid is refunded. Stamp duty and SDRT is generally the liability of the purchaser. 5.2 Where shareholders elect to redeem B Shares, the redemption of those B Shares by the Company does not give rise to a liability to stamp duty or SDRT. 5.3 In relation to the special rules applicable to depositary receipt arrangements, no stamp duty or SDRT should be payable in respect of the issue of the B Shares or Deferred Shares to the Depositary for the Holders of Pre-existing ADRs. Nor will any such charge arise in con nection with the issue of New ADRs. 6. Section 703 Income and Corporation Taxes Act 1988 (“ICTA”) and Section 684 Income Tax Act 2007 (“ITA”) The Company has been advised that the provisions of section 703 of ICTA (and, as rewritten for income tax purposes, section 684 of ITA) (anti-avoidance provisions relating to transactions in shares) should not apply in relation to shareholders who received B Shares in the Capital Reorganisation. The Company did not apply for clearance under section 707 of ICTA (or section 701 of ITA) in this regard. US Taxation The discussion below summarises certain US federal income tax consequences for US holders subject to alternative (ii) described above, the Initial B Share Dividend, and does not describe potential consequences to investors that receive one of the other alternatives described above. This section only addresses US Holders that hold their Pre-existing Shares as capital assets and does not address tax consequences applicable to Shareholders subject to special treatment under the US federal income tax laws (for example, dealers or traders in securities or currencies, banks, insurance companies, tax-exempt organisations, partnerships or other pass-through entities, persons who own 10% or more of the voting stock of the Compay, persons holding Pre-existing Shares as part of a straddle, hedging, integrated or similar transaction, and persons whose functional currency is not the US dollar). This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in US federal income tax consequences different from those discussed below. If a partnership holds Pre-existing Shares, the tax treatment of a partner will generally depend upon the status of the partner and the

activities of the partnership. If you are a partner of a partnership which held Pre-existing Shares, you should consult your tax advisers. This summary assumes that the Deferred Shares have no value, and therefore receipt of the Deferred Shares have no consequences for US federal income tax purposes. Each Shareholder should consult its own tax advisers concerning the US federal income tax consequences in light of its particular situation as well as any consequences arising under the laws of any other taxing jurisdiction. The Initial B Share Dividend To the extent paid out of the current or accumulated earnings and profits of the Company (as determined under US tax principles), beneficial owners of Pre-existing Shares should be treated as receiving a dividend for US federal income tax purposes upon the receipt of the Initial B Share Dividend and should not be separately taxed upon the receipt of the B Shares, the conversion of Pre-existing Shares into New Shares (except to the extent of any cash received in respect of fractional shares) or the conversion of B Shares into Deferred Shares. Such beneficial owners should generally have the same holding period and basis in the New Shares received as they had in their Pre-existing Shares (except such basis may be reduced to the extent attributable to any fractional shares for which cash is received). However, there is no direct authority addressing the treatment of securities similar to the B Shares or the associated conversion of Pre-existing Shares into New Shares and US Holders should consult their own tax advisers with respect to the appropriate US federal income tax treatment of receiving the Initial B Share Dividend. The dividend is treated as ordinary income from foreign sources. With respect to US Shareholders that do not hold Pre-existing ADRs, the amount of the dividend treated as received generally equals the US dollar value of the sterling received by you calculated by reference to the exchange rate in effect on the date of the Initial B Share Dividend regardless of whether the sterling is converted into US dollars. If the sterling received is not converted into US Dollars on the date of receipt, such US Shareholder has a tax basis in the sterling equal to such US dollar value and any gain or loss realised on a subsequent conversion or other disposal of the sterling will be treated as US source ordinary income or loss. Amounts payable to holders of Pre-existing ADRs in respect of the Initial B Share Dividend are paid in US dollars by the Depositary (less US withholding taxes, if any). For individuals, such dividends are generally taxed at a reduced maximum tax rate of 15%, subject to certain limitations, including a holding period requirement. Such reduced rate is not available to Shareholders that elect to treat dividend income as “investment income” pursuant to section 163(d)(4) of the Code or that are obligated to make related payments with respect to positions in substantially similar or related property. Individuals should consult their own tax advisers regarding their eligibility to claim such reduced rate based on their particular circumstances. Such dividend is not eligible for the dividends received deduction generally allowed to corporations under the Code. To the extent that the amount of the Initial B Share Dividend exceeds a US Holder’s allocable share of the Company’s current and accumulated earnings and profits, the distribution is first treated as a tax-free return of capital, causing a reduction in the adjusted basis of the Pre-existing Shares (thereby increasing the amount of gain, or decreasing the amount of loss, recognised on a subsequent disposition of the New Shares), and the balance in excess of adjusted basis is taxed as US source capital gain recognised on a sale or exchange. However, the Company expects that the distribution will not exceed its current and accumulated earnings and profits. C-3

SIGNATURE The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. VODAFONE GROUP PUBLIC LIMITED COMPANY (Registrant) /s/ Stephen Scott Stephen Scott Company Secretary Date: 9 June 2008

Index to Exhibits to Form 20-F for year ended 31 March 2008

1.1	Memorandum, as adopted on June 13, 1984 and including all amendments made on July 28, 2000, July 26, 2005 (incorporated by reference to Exhibit 1 to the Company’s Annual Report of Form 20-F for the financial year ended March 31, 2006).
1.2	Articles of Association, as adopted on June 30, 1999 and including all amendments made on July 25, 2001, July 26, 2005, July 25 2006 and July 24 2007 of the Company.
2.1	Indenture, dated as of February 10, 2000, between the Company and Citibank, N.A. as Trustee, including forms of debt securities (incorporated by reference to Exhibit 4(a) of Amendment No. 1 to the Company’s Registration Statement on Form F-3, dated November 24, 2000). (File No. 333-10762)).
2.2	Agreement of Resignation, Appointment and Acceptance dated as of July 24, 2007, among the Company, Citibank N.A. and the Bank of New York.
4.1	Agreement for US $5,525,000,000 5 year Revolving Credit Facility (subsequently increased by accession of further lenders to US$5,925,000,000), dated 24 June 2004, among, inter alia, the Company, ABN Amro Bank N.V.; Banco Bilbao Vizcaya Argentaria S.A.; Bank of America, N.A.; Barclays Bank PLC; Bayerische Hypo-und Vereinsbank AG; BNP Paribas ; CALYON; Citibank, N.A.; Commerzbank Aktiengesellschaft, London Branch; Deutsche Bank AG; HSBC Bank plc; ING Bank, N.V.; JPMorgan Chase Bank; Lehman Brothers Bankhaus AG; Lloyds TSB Bank plc; Morgan Stanley Dean Witter Bank Limited and Morgan Stanley Bank; Mizuho Corporate Bank, Ltd.; National Australia Bank Limited ABN 12 004 044 937; Sumitomo Mitsui Banking Corporation Europe Limited; The Bank of Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; UBS AG; WestLB AG; Banco Santander Central Hispano, S.A.; William Street Commitment Corporation; Banca Intesa SpA; KBC Bank NV; Standard Chartered Bank; TD Bank Europe Limited; and The Bank of New York with The Royal Bank of Scotland plc as Agent and US Swingline Agent, as amended and restated on 24 June 2005 by Supplemental Agreement among, inter alia, the Company, ABN AMRO Bank N.V.; Banc of America Securities Limited; Banco Bilbao Vizcaya Argentaria S.A.; Banco Santander Central Hispano, S.A. London Branch; Barclays Capital; Bayerische Hypo-und Vereinsbank AG; BNP Paribas; Calyon; Citigroup Global Markets Limited; Commerzbank Aktiengesellschaft, London Branch; Deutsche Bank AG London; HSBC Bank Plc; ING Bank N.V., London Branch; JPMorgan Chase Bank, N.A.; J.P. Morgan Plc; Lehman Commercial Paper Inc.; Llloyds TSB Bank Plc; Mizuho Corporate Bank, Ltd; Morgan Stanley Bank International Limited; National Australia Bank Limited ABN 12 004 044 937; Sumitomo Mitsui Banking Corporation Europe Limited; The Bank of Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; UBS Limited; WestLB AG, London Branch; William Street Commitment Corporation; Banca Intesa SpA; KBC Bank NV; Standard Chartered Bank; TD Bank Europe Limited; The Bank of New York; ABN AMRO Bank N.V.; Banca Intesa SpA; Banco Bilbao Vizvcaya Argentaria S.A.; Banco Bilbao Vizvcaya Argentaria S.A. (New York Branch); Banco Santander Central Hispano, S.A. London Branch; Bank of America, N.A.; Barclays Bank Plc; Bayerische Hypo-und Vereinsbank AG; BNP Paribas (London Branch); BNP Paribas (acting through its New York Branch); Calyon; Citibank, N.A.; Commerzbank Aktiengesellschaft, London Branch; Commerzbank Aktiengesellschaft, New York Branch; Deutsche Bank AG London; Deutsche Bank AG New York; HSBC Bank Plc; ING Bank N.V., London Branch; JPMorgan Chase Bank, N.A.; KBC Bank NV; Lehman Commercial Paper Inc.; Lloyds TSB Bank Plc; Mizuho Corporate Bank, Ltd.; Morgan Stanley Bank; Morgan Stanley Bank International Limited; National Australia Bank Limited ABN 12 004 044 937; Standard Chartered Bank;

	Sumitomo Mitsui Banking Corporation Europe Limited; TD Bank Europe Limited; The Bank of New York; The Bank of Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; The Royal Bank of Scotland Plc (New York Branch); UBS AG, London Branch; UBS AG, Stamford Branch; UBS Loan Finance LLC; WestLB AG, London Branch; WestLB AG, New York Branch; William Street Commitment Corporation; and The Royal Bank of Scotland Plc with The Royal Bank of Scotland Plc (New York Branch) as Agent and U.S. Swingline Agent (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006)
4.2	Lender Accession Agreement with Merrill Lynch International Bank Limited, effective as of May 8, 2007 (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).
4.3	Agreement for US$4,675,000,000 7 year Revolving Credit Facility (subsequently increased by accession of further lenders to US$5,025,000,000), dated June 24, 2005, among, inter alia, the Company, Banc of America Securities Limited; Banca Intesa SpA; Banco Bilboa Vizcaya Argentaria S.A.; Banco Santander Central Hispano, S.A. London Branch; Barclays Capital; Bayerische Hypo-und Vereinsbank AG; BNP Paribas; Calyon; Citigroup Global Markets Limited; Deutsche Bank AG London; HSBC Bank Plc; ING Bank N.V., London Branch; J.P. Morgan Plc; Lehman Commercial Paper Inc., UK Branch; Lloyds TSB Bank Plc; Mizuho Corporate Bank, Ltd; Morgan Stanley Bank International Limited; National Australia Bank Limited ABN 12 004 044 937; The Bank of Tokyo-Mitsubishi, Ltd; The Royal Bank of Scotland Plc; UBS Limited; Unicredit Banca d’Impresa SpA; WestLB AG, London Branch; William Street Commitment Corporation; Commerzbank Aktiengesellschaft, Filiale Düsseldorf; KBC Bank NV; Standard Chartered Bank; TD Bank Europe Limited; The Bank of New York; Banca Intesa SpA; Banco Bilbao Vizcaya Argentaria S.A.; Banco Bilbao Vizcaya Argentaria S.A. (New York Branch); Banco Santander Central Hispano, S.A. London Branch; Bank of America, N.A., Barclays Bank Plc; Bayerische Hypo-und Vereinsbank AG; BNP Paribas (London Branch); BNP Paribas, New York Branch; Calyon; Citibank, N.A.; Commerzbank Aktiengesellschaft, Filiale Düsseldorf; Deustche Bank AG London; Deutsche Bank AG New York; HSBC Bank Plc; ING Bank N.V., London Branch; JPMorgan Chase Bank, N.A.; KBC Bank NV; Lehman Commercial Paper Inc., UK Branch; Lloyds TSB Bank Plc; Mizuho Corporate Bank, Ltd.; Morgan Stanley Senior Funding, Inc.; Morgan Stanley Bank International Limited; National Australia Bank Limited ABN 12 004 044 937; Standard Chartered Bank; TD Bank Europe Limited; The Bank of New York; The Bank of Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; The Royal Bank of Scotland Plc (New York Branch); UBS AG, London Branch; UBS Loan Finance LLC; Unicredit Banca d’Impresa SpA; WestLB AG, London Branch; WestLB AG, New York Branch; William Street Commitment Corporation; and The Royal Bank of Scotland plc with The Royal Bank of Scotland Plc (New York Branch) as Agent and US Swingline Agent. (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006)
4.4	Lender Accession Agreement with Merrill Lynch International Bank Limited, effective as of May 8, 2007 (incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).
4.5	Vodafone Group Long Term Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
4.6	Vodafone Group Short Term Incentive Plan (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).

4.7	Vodafone Group 1999 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
4.8	Vodafone Group 1998 Company Share Option Scheme (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
4.9	Vodafone Group 1998 Executive Share Option Scheme (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
4.10	Vodafone Group 2005 Global Incentive Plan (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).
4.11	Service Contract of Arun Sarin (incorporated by reference to Exhibit 4.20 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003).
4.12	Service Contract of Andrew Halford (incorporated by reference to Exhibit 4.16 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).
4.13	Agreement for Services for Sir John Bond (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).
4.14	Letter of Appointment of Dr. Michael Boskin (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003).
4.15	Letter of Appointment of Professor Sir Alec Broers, now Lord Broers (incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003; at a meeting of the Directors of the Company held on September 16, 2003, the term of office of Professor Sir Alec Broers was extended until December 31, 2006).
4.16	Letter of Appointment of Dr. John Buchanan (incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003).
4.17	Letter of Appointment of Anne Lauvergeon (incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).
4.18	Letter of Appointment of Jurgen Schrempp (incorporated by reference to Exhibit 4.21 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2004).
4.19	Letter of Appointment of Luc Vandevelde (incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2004).
4.20	Letter of Appointment of Anthony Watson (incorporated by reference to Exhibit 4.26 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).
4.21	Letter of Appointment of Philip Yea (incorporated by reference to Exhibit 4.27 to the Company’s Annual Report for the financial year ended March 31, 2006).
4.22	Service contract of Vittorio Colao (incorporated by reference to Exhibit 4.2.2 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).

4.23	Letter of appointment of Alan Jebson (incorporated by reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).
4.24	Letter of appointment of Nick Land (incorporated by reference to Exhibit 4.24 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).
4.25	Letter of appointment of Simon Murray.
7.	Computation of ratio of earnings to fixed charges for the years ended March 31, 2008, 2007, 2006 and 2005.
8.	The list of the Company’s subsidiaries is incorporated by reference to note 12 to the Consolidated Financial Statements included in the Annual Report.
12.	Rule 13a — 14(a) Certifications.
13.	Rule 13a — 14(b) Certifications. These certifications are furnished only and are not filed as part of the Annual Report on Form 20-F
15.1	Consent letter of Deloitte & Touche LLP, London.
15.2	Consent letter of Deloitte & Touche LLP, New York.

EX-1.2

Exhibit 1.2

Company Number: 1833679 The Companies Acts Public Company Limited by Shares ARTICLES OF ASSOCIATION OF VODAFONE GROUP PUBLIC LIMITED COMPANY

TABLE OF CONTENTS Article No. Page No. Preliminary Articles Table A and other standard regulations do not apply 1 1 The meaning of words and phrases used in the Articles 2 1 Share Capital Form of the Company’s share capital 3 7 Fixed Rate Shares Right of Fixed Rate Shares to profits 4 8 Right of Fixed Rate Shares to capital 5 8 Voting rights of Fixed Rate Shares 6 9 Varying the rights of Fixed Rate Shares 7 9 Changing Capital The power to in crease capital 8 10 Application of the Articles to new shares 9 10 The power to change capital 10 10 Fractions of shares 11 10 The power to reduce capital 12 11 Buying back shares 13 11 Shares The special rights of new shares 14 11 The directors’ power to deal with shares 15 12 The directors’ authority to allot “relevant securities” and “equity 16 12 securities” Power to pay commission and brokerage 17 13 Renunciations of allotted but unissued shares 18 14 No trusts or similar interests recognised 19 14 Shares in Uncertificated Form Holding shares in uncertificated form and effect of the CREST 20 14 Regulations Share Certificates Certificates 21 15 Replacement share certificates 22 16 Calls on Shares The directors can make calls on shares 23 16 The liability for calls 24 17 Interest and expenses on unpaid calls 25 17 — i -

Article No. Page No. Sums which are payable when a share is allotted are treated as a 26 17 call Calls can be for different amounts 27 17 Paying calls early 28 17 Forfeiting Shares Notice following non-payment of a call 29 18 Contents of the notice 30 18 Forfeiture if the notice is not complied with 31 18 Forfeiture will include unpaid dividends 32 18 Dealing with forfeited shares 33 18 Cancelling forfeiture 34 19 The position of shareholders aft er forfeiture 35 19 Liens on Partly Paid Shares The Company’s lien on shares 36 19 Enforcing the lien by selling the shares 37 19 Using the proceeds of the sale 38 20 Evidence of forfeiture or enforcement of lien 39 20 Changing Shares Rights Changing the special rights of shares 40 20 More about the special rights of shares 41 21 Transferring Shares Share transfers 42 21 More about transfers of shares in certificated form 43 21 The Company can refuse to register certain transfers 44 22 Closing the Regi ster 45 22 Overseas branch registers 46 23 Persons Automatically Entitled to Shares by Law When a shareholder dies 47 23 Registering personal representatives 48 23 A person who wants to be registered must give notice 49 23 Having another person registered 50 23 The rights of people automatically entitled to shares by law 51 24 Shareholders Who Cannot Be Traced Shareholder who cannot be traced 52 24 General Meetings The Annual General Meeting 53 25 Extraordinary General Meetings 54 25 Calling an Extraordinar y General Meeting 55 25 Notice of General Meetings 56 25 — ii -

Article No. Page No. Proceedings at General Meetings The chairman of a General Meeting 57 26 Security, and other arrangements at General Meetings 58 27 Overflow meeting rooms 59 27 The quorum needed for General Meetings 60 28 The procedure if there is no quorum 61 28 Adjourning meetings 62 28 Amending Resolutions 63 28 Voting Procedures How votes are taken 64 29 How a poll is taken 65 29 Where there cannot be a poll 66 30 A General Meeting contin ues after a poll is demanded 67 30 Timing of a poll 68 30 The chairman’s casting vote 69 30 The effect of a declaration by the chairman 70 30 Voting Rights The votes of shareholders 71 31 Shareholders who owe money to the Company 72 31 Suspension of rights on non-disclosure of interest 73 31 Votes of shareholders who are of unsound mind 74 33 The votes of joint holders 75 34 Proxies Appointment of proxies 76 34 Completing proxy forms 77 34 Delivering proxy forms 78 35 Cancellation of proxy’s autho rity 79 36 Authority of proxies 80 36 Representatives of companies 81 36 Challenging votes 82 37 Directors The number of directors 83 37 Qualification to be a director 84 37 Directors’ fees and expenses 85 37 Special pay 86 37 Directors’ expenses 87 38 Directors’ pensions and other benefits 88 38 Appointing directors to various posts 89 38 Changing Directors Age limits 90 39 Retiring directors 91 39 — iii -

Article No. Page No. Eligibility for re-election 92 39 Re-electing a director who is retiring 93 39 Election of two or more directors 94 39 People who can be directors 95 40 The power to fill vacancies and appoint extra directors 96 40 Removing and appointing directors by an ordinary resolution 97 40 When directors are disqualified 98 40 Directors’ Meetings Directors’ meetings 99 41 Who can call directors’ meetings 100 41 How direc tors’ meetings are called 101 41 Quorum 102 42 The Chairman of directors’ meetings 103 42 Voting at directors’ meetings 104 42 Directors can act even if there are vacancies 105 42 Directors’ meetings by video conference and telephone 106 43 Resolutions in writing 107 43 The validity of directors’ actions 108 43 Directors’ Interests Directors’ interests in transactions with the Company 109 44 When directors can vote on things in which they are interested 110 44 More about d irectors’ interests 111 46 Directors’ Committees Delegating powers to committees 112 46 Committee procedure 113 46 Directors’ Powers The directors’ management powers 114 47 The power to establish local boards 115 47 The power to appoint attorneys 116 48 Borrowing powers 117 48 Borrowing restrictions 118 48 Alternate Directors Alternate directors 119 50 The Secretary The Secretary and Deputy and Assistant Secretaries 120 51 The Seal The Seal 121 51 — iv -

Article No. Page No. Authenticating Documents Establishing that documents are genuine 122 52 Reserves Setting up reserves 123 53 Dividends No dividends are payable except out of profits 124 53 Final dividends 125 53 Fixed and interim dividends 126 53 Dividends not in cash 127 53 Calculation and currency of dividends 128 54 Deducting amounts owing from dividends and other money 129 54 Payments to shareholders 130 54 Record dates for payments and o ther matters 131 55 Dividends which are not claimed 132 55 Waiver of dividends 133 56 Capitalising Reserves Capitalising reserves 134 56 Scrip Dividends Ordinary Shareholders can be offered the right to receive extra 135 57 shares instead of cash dividends Accounts Accounting and other records 136 59 Location and inspection of records 137 59 Sending copies of accounts and other documents 138 59 Auditors Actions of auditors 139 60 Auditors at General Meetings 140 60 Communications with Shareholders Serving a nd delivering notices and other documents 141 60 Notices to joint holders 142 61 Notices for shareholders with foreign addresses 143 61 When notices are served 144 61 Serving notices and documents on shareholders who have died or 145 62 are bankrupt If documents are accidentally not sent or the postal services are 146 62 suspended Signature or authentication of documents 147 62 — v -

Article No. Page No. Minutes and Records Minutes 148 63 Availability of records for inspection and notifying the Registrar of 149 63 Companies Winding Up Directors’ power to petition 150 64 Distribution of assets in kind 151 64 Destroying Documents Destroying documents 152 64 Indemnity and Insurance Indemnity 153 65 Insurance 154 65 Share Warrants Issue of Share Warrants 155 66 Directors can accept a certificate instead of a Share Warrant 15 6 66 Requesting a Share Warrant 157 67 Replacing Share Warrants 158 67 Rights of the Bearer 159 67 Bearers of Share Warrants participating in securities offers 160 68 Communications with Bearers of Share Warrants 161 68 Issuing shares to which the Share Warrant relates 162 69 ADR Depositary ADR Depositary can appoint proxies 163 69 The ADR Depositary must keep a Proxy Register 164 70 Appointed Proxies can only attend General Meetings if properly 165 70 appointed Rights of Appointed Proxies 166 70 Sending in formation to an Appointed Proxy 167 71 The Company can pay dividends to an Appointed Proxy 168 71 The Proxy Register may be fixed at a certain date 169 71 The nature of an Appointed Proxy’s interest 170 71 Validity of the appointment of Appointed Proxies 171 72 Rights and Restrictions Attached to the B Shares Definitions 172 72 Income 173 73 Capital 174 74 Redemption 175 74 Initial B Share Dividend 176 75 Voting at General Meetings 177 75 Purchase of Shares 178 76 — vi -

Article No. Page No. Class Rights 179 76 Form 180 76 Deletion of Articles 172 to 181 when no B Shares in existence 181 76 Rights and Restrictions Attached to the Deferred Shares Income 182 76 Capital 183 77 Redemption 184 77 Attendance and Voting at General Meetings 185 77 Form 186 77 Class Rights 187 77 Transfer and Purchase 188 78 Deletion of Articles 182 to 189 when no Deferred Shares in 189 78 existence Approved Depositari es Appointments 190 78 Rights of Nominated Proxies 191 79 Glossary 80 — vii -

Company Number: 1833679 The Companies Acts Company Limited by Shares ARTICLES OF ASSOCIATION Adopted on 24 July 2007 pursuant to a Special Resolution passed on 24 July 2007. of VODAFONE GROUP PUBLIC LIMITED COMPANY PRELIMINARY ARTICLES 1 Table A and other standard regulations do not apply The regulations in Table A of the Companies Act 1948, and any similar regulations in the Companies Acts do not apply to the Company. 2 The meaning of words and phras es used in the Articles 2.1 The following table gives the meaning of certain words and phrases as they are used in these Articles. However, the meaning given in the table does not apply if that is inconsistent with the context in which a word or phrase appears. After the Articles there is a Glossary which explains various words and phrases. The Glossary is not part of the Memorandum or Articles, and it does not affect their meaning. Throughout the Articles, those words and expressions explained in this Arti cle 2.1 are printed in bold and those explained in the Glossary are printed in italics. Words and Phrases Meaning Act This means any act of Parliament, enactment or statutory legislation. Adjusted Total of Capital This is defined in Article 118.2. and Reserves — 1 -

Words and Phrases Meaning ADR Depositary A custodian or other person or persons approved by the directors who (a) holds shares in the Company under arrangements where either the custodian or some other person issues American Depositary Receipts which evidence American Depositary Shares representing shares in the Company; and/or (b) is appointed by or on behalf of the Company to hold Share Warrants. American Depositary These represent shares in the Com pany and are Shares evidenced by American Depositary Receipts. American Depositary These represent American Depositary Shares either Receipts physically or in the form of Direct Registration Receipts. Appointed Proxy This is defined in Article 162.1. Appointed Number The number of Depositary Shares to which each appointment as a Nominated Proxy relates. Approved Depositary This means someone appointed: to hold the Company’s shares or any rights or interests in any of the Company’s shares; and to issue securities, documents of title or other documents which evidence that the holder of them owns or is entitled to receive the shares, rights or interests held by the Approved Depositary. A nominee acting for someone appointed to do these things will also be treated as an Approved Depositary. But the arrangements for the Approved Depositary to do the things described above must be approved by the directors. The trustees of any scheme or arrangements for or principally for the benefit of employees of the Group will also be treated as an Approved Depositary unless the directors decide otherwise. References in the Articles to an Approved Depositary or to shares held by it refer only to an Approved Depositary and to its shares held in its capacity as an Approved Depositary. approved transfer This is defined in Article 73.11, for the purposes of Article 73. Articles The Company’s Articles of Association, including any changes made to them. Bearer This is defined in Article 155.1. class m eeting This is defined in Article 40.1. Common Seal Any seal which the Company may have under the Companies Acts and which the Company may use to execute documents. — 2 -

Words and Phrases Meaning Companies Act 1985 The Companies Act 1985, as amended by the Companies Act 1989 and the Companies Act 2006. Companies Act 2006 The company law provisions of the Companies Act 2006 (as defined therein), for the time being in force. Companies Acts The Companies Acts as defined in Section 2 of the Companies Act 2006 (where provisions are for the time being in force), the CREST Regulations and other legislation relating to companies a nd affecting the Company (including any orders, regulations or other subordinated legislation made under them) in force from time to time. Companies Communications The meaning of companies communications provisions is Provisions given in the Companies Acts. company Includes any company, corporate body and any corporation established anywhere in the world. company representative This is defined in Article 81.1. the Company Vodafone Group Public Limited Company. CREST Regulations The Uncertificated Secur ities Regulations 1995. default shares This is defined in Article 73.1, for the purposes of Article 73. Depositary Shares The total number of Ordinary Shares which are registered in the name of the Approved Depositary or its nominee at that time. Direct Registration Receipt An American Depositary Receipt in uncertificated form, the ownership of which is recorded in the Direct Registration System. Direct Registration System The system maintained by the ADR Depositary in which the ADR Depositary rec ords the ownership of Direct Registration Receipts. direction notice This is defined in Article 73.3 for the purposes of Article 73. elected shares This is defined in Article 135.10. equity securities The meaning of equity securities is given in Section 94 Companies Act 1985. equity shares Shares in the capital of the Company which are regarded as equity share capital pursuant to Section 744 Companies Act 1985. Fixed Rate Shares The 7 per cent cumulative fixed rate shares of £1 each in the Company. — 3 -

Words and Phrases Meaning Group This is defined in Article 118.2, for the purposes of Article 118. London Stock Exchange London Stock Exchange plc. Memorandum The Memorandum of Association of the Company. Nominated Proxy Each person the Approved Depositary has appointed as a proxy under Article 190. Nominated Proxy Register This is defined in Article 190.2, for the purposes of Articles 190 and 191. non equity securities Securities which are not equity securities. operator CRESTCo Limited or any other operator of a relevant system under the CREST Regulations. Ordinary Shareholder A holder of the Company’s Ordinary Shares. Ordinary Shares Ordinary shares of US$0.10 each in the Company. paid-up share or other Includes a share or other security which is treated security (“credited”) as paid up. pay Includes any kind of reward or payment for services. prescribed period This is defined in Article 16.5, for the purposes of Article  16. Procedural Resolution A resolution or question put to the vote of a General Meeting of a procedural nature (such as a resolution on a simple clerical amendment to correct an obvious error in a Substantive Resolution, a resolution to adjourn a General Meeting or a resolution on the choice of chairman of a General Meeting). proxy form This includes any document, electronic form or website based form which appoints a proxy. recognised clearing house A clearing house granted recognition under the Fina ncial Services Act 1986. recognised investment An investment exchange granted recognition under the exchange Financial Services Act 1986. Record Date This is defined in Article 169.1, for the purposes of Article 169. Record Time This is defined in Article 191.4, for the purposes of Article 191. Register The Company’s register of members. — 4 -

Words and Phrases Meaning Registered Office The Company’s registered office or in the case of sending or supplying any document or information by electronic means or by means of a website in accordance with the Companies Acts and these Articles, the address stated for the purpose of receiving such document or information by electronic means or by means of a website. Relevant Company This is defined in Article 154.1, for the purposes of Article 15 4. relevant securities The meaning of relevant securities is given in Section 80 of the Companies Act 1985. relevant system A relevant system under the CREST Regulations whose operator allows shares or other securities of the Company to be transferred using that system. relevant value This is defined in Article 135.5, for the purposes of Article 135. rights of any share The rights attached to a share when it is issued, or afterwards. rights issue This is defined in Article 16.5, for the purposes of Article 16. Secretary Any person appointed by the directors to do work as the company secretary including any assistant or deputy secretary. securities offer This is defined in Article 160.3, for the purposes of Article 160. Securities Seal An official seal kept by the Company for sealing securities issued by the Company, or for sealing documents creating or evidencing securities so issued, as permitted by the Companies Acts. Share Warrant A share warrant to bearer issued by the C ompany. shareholder A holder of the Company’s shares. shareholders’ meeting A meeting of shareholders including both a General Meeting of the Company and a class meeting. shares Shares which are in issue at the relevant time. sterling The currency of the United Kingdom. subsidiary A subsidiary as defined in Section 736 of the Companies Act 1985. subsidiary undertaking A subsidiary undertaking as defined in Section 258 of the Companies Act 1985. Substantive Resolution Any resolution or qu estion put to the vote of a General Meeting which is not a Procedural Resolution. — 5 -

Words and Phrases Meaning takeover offer A takeover offer as defined in Section 974 of the Companies Act 2006. terms of a share The terms on which a share was issued. Transfer Office The place where the Register is kept or in the case of sending or supplying any document or information by electronic means or by means of a website in accordance with the Companies Acts and these Articles, the address stated for the purpose of receiving such document or infor mation by electronic means or by means of a website. UK Listing Authority The Financial Services Authority in its capacity as the competent authority under the Financial Services Act 1986. United Kingdom Great Britain and Northern Ireland. US dollars The currency of the United States of America. working day A day on which banks in the United Kingdom are generally open for business, excluding Saturdays, Sundays and public holidays. 2.2 References to a debenture include debenture stock and references to a deb enture holder include a debenture stockholder. 2.3 Where the Articles refer to a person who is automatically entitled to a share by law, this includes a person who is entitled to the share as a result of the death, or bankruptcy, of a shareholder. 2.4 Words which refer to a single number also refer to plural numbers, and the other way around. 2.5 Words which refer to males also refer to females and to other persons. 2.6 References to a person or people include companies, unincorporated associations and so o n. 2.7 References to officers include directors, managers and the Secretary, but not the Company’s auditors. 2.8 References to the directors are to the board of directors unless the way in which directors is used does not allow this meaning. 2.9 Any headings in these Articles are only included for convenience. They do not affect the meaning of the Articles. 2.10 When an Act or the Articles are referred to, the version which is current at any particular time will apply. 2.11 Where the Articles give any power or authority to anybody, this power or authority can be used on any number of occasions, unless the way in which the word is used does not allow this meaning. 2.12 Any word or phrase which is defined in the Companies Acts (excluding any modification to them by a further Act which is not in force when these Articles are adopted) means the — 6 -

same in the Articles, unless the Articles define it differently, or the way in which the word or phrase is used is inconsistent with the definition given in the Companies Acts. 2.13 Where the Articles say that anything can be done by passing an ordinary resolution, this can also be done by passing a special resolution or an extraordinary resolution. 2.14 Where the Articles refer to changing the amount of shares this means doing any or all of the following: • subdividing the shares into other shares with a smaller nominal value; • consolidating the shares into other shares with a larger nominal value; and • dividing shares which have been consolidated into shares with a larger nominal value than the original shares had. 2.15 Where the Articles refer to any document being made effective this means being signed, sealed, authenticated or executed in some other legally valid way. 2.16 Where the Articles refer to months or years, the se are calendar months or years. 2.17 Articles which apply to fully-paid shares can also apply to stock. References in those Articles to share or shareholder include stock or stockholder. 2.18 Where the Articles refer to shares in certificated form, this means that ownership of the shares can be transferred using a transfer document (rather than in accordance with the CREST Regulations) and that a share certificate is usually issued to the owner. 2.19 Where the Articles refer to shares in uncertificated for m, this means that ownership of the shares can be transferred in accordance with the CREST Regulations without using a transfer document and that no share certificate is issued to the owner. 2.20 Where the Articles refer to a period of clear days, the period does not include the date the notice is delivered, or treated as being delivered, nor the date of the General Meeting or other relevant event. 2.21 The expressions “hard copy form”, “electronic form” and “electronic means” shall have the same respective meanings as in the Company Communications Provisions. 2.22 The term address when used in relation to communications via electronic means or by means of a website includes any number or address used for the purposes of such communication. 2.23 Where the Articles refer to anything that should be in writing, this means it should be written or produced by any substitute for writing (including anything in electronic form) or partly one and partly another. SHARE CAPITAL 3 Form of th e Company’s share capital 1The Company’s share capital at the date when these Articles are adopted is £9,990,050,000 and U.S.$7,800,000,000. This is made up of 50,000 7 per cent. cumulative 1 On 21 July 1999 the share capital of the Company was increased to £50,000 and US$4,080,000,000 by the creation of an additional 32,640,000,000 ordinary shares of US$0.10 each. — 7 -

fixed rate shares of £1 each 38,563,935,574 B Shares of 15 pence each, 28,036,064,426 Deferred Shares of 15 pence each and 68,250,000,000 ordinary shares of U.S.$0.11 3/7 each. FIXED RATE SHARES 4 Right of Fixed Rate Shares to profits 4.1 If the Company has profits which are available for distribution and the directors resolve that these should be distributed, the holders of the Fixed Rate Shares are entitled, before the holders of any other class of share s, to be paid in respect of each financial year or other accounting period of the Company a fixed cumulative preferential dividend (“preferential dividend”) at the rate of 7 per cent. per annum on the nominal value of the Fixed Rate Shares which is paid up or treated as paid up. 4.2 Subject to Article 4.3 below, the preferential dividend will be paid yearly, on 31 March in respect of each financial year ending on or before that date. If this date is not a working day, the payment will be made on the next working day. 4.3 When the Company has to calculate a dividend on the Fixed Rate Shares for a period other than a calendar year ending on 31 March (being another accounting period, the first dividend period arising for the Fixed Rate Shares or otherwise), the daily dividend rate will be worked out by dividing the yearly dividend rate by 365 days. This daily rate will then be multiplied by the actual number of days which have passed in the relevant period, but not including the date of payme nt, to give the amount payable for that period. 4.4 Except as provided in this Article, the Fixed Rate Shares do not have any other right to share in the Company’s profits. 5 Right of Fixed Rate Shares to capital 5.1 If the Company is wound up (but in no other circumstances involving a repayment of capital or distribution of assets to shareholders whether by reduction of capital, redeeming or buying back shares or otherwise), the holders of the Fixed Rate Shares will be entitled, before the holders of any other class of shares to: • repayment of the amount paid up or treated as paid up on the nominal value of each Fixed Rate Share; • the amount of any dividend which is due for payment on, or after, the date the winding up commenced which is payable for a period ending on or before that date. This applies even if the dividend has not been declared or earned; The share capital of the Company was increased to £50,000 and US$7,800,000,000 by the creation of an additional 37,200,0 00,000 ordinary shares of US$0.10 each with effect from 9 February 2000. Following the admission to the Official List of the consolidated Ordinary Shares, the share capital of the Company was altered to£9,990,050,000 and US$7,800,000,000 divided into 50,000 Fixed Rate Shares of £1 each, 66,600,000,000 B Shares of 15 pence each and 68,250,000,000 Ordinary Shares of 11 3/7 cents each on 31 July 2006. On 7 August 2006, the share capital of the Company was altered following the conversi on of 28,036,064,426 B Shares of 15 pence each into 28,036,064,426 Deferred Shares of 15 pence each in accordance with the Company’s Articles of Association. — 8 -

• any arrears of dividend on any Fixed Rate Shares held by them. This applies even if the dividend has not been declared or earned; and • a proportion of any dividend in respect of the financial year or other accounting period which began before the winding up commenced but ends after that date. The proportion will be the amount of the dividend that would otherwise have been payable for the period which ends on that date. This applies ev en if the dividend has not been declared or earned. 5.2 If there is a winding up to which Article 5.1 applies, and there is not enough to pay the amounts due on the Fixed Rate Shares, the holders of the Fixed Rate Shares will share what is available in proportion to the amounts to which they would otherwise be entitled. The holders of the Fixed Rate Shares will be given preference over the holders of other classes of shares which rank behind them in sharing in the Company’s assets. 5.3 Except as p rovided in this Article 5, the Fixed Rate Shares do not have any other right to share in the Company’s surplus assets. 6 Voting rights of Fixed Rate Shares 6.1 The holders of the Fixed Rate Shares are only entitled to receive notice of General Meetings, or to attend, speak and vote at General Meetings, as set out below. • If a resolution is to be proposed at the General Meeting to wind up the Company, they are entitled to receive notice of the General Meeting and can attend, but are no t entitled to speak or vote. • If a resolution is to be proposed at the General Meeting which would vary or abrogate the rights attached to the Fixed Rate Shares, they are entitled to receive notice of the General Meeting and are entitled to attend, speak and vote but only in respect of such resolution or any motion to adjourn the General Meeting before such resolution is voted on. 6.2 If the holders of the Fixed Rate Shares are entitled to vote at a General Meeting, each holder present in perso n or by proxy (or, being a company, by a company representative) has one vote on a show of hands and on a poll every holder who is present in person or by proxy (or, being a company, by a company representative) shall have one vote in respect of each fully paid Fixed Rate Share. 7 Varying the rights of Fixed Rate Shares The rights of the holders of the Fixed Rate Shares will be regarded as being varied or abrogated if any resolution is passed for the reduction of the amount of capital paid up on the Fixed R ate Shares but not for the repayment of the Fixed Rate Shares at par. Accordingly, this can only take place if: • holders of at least three quarters in nominal value of the Fixed Rate Shares agree in writing; or • an extraordinary resolution is passed at a separate class meeting by the holders of the Fixed Rate Shares approving the proposal, in accordance with Article 40. — 9 -

CHANGING CAPITAL 8 The power to increase capital The shareholders can increase the Company’s share capital by passing an ordinary resolution. The resolution must fix the: • amount of the increase; • nominal value of the new shares; and • currency or currencies in which the nominal value of such shares is to be expressed. 9 Application of the Articles to new shares The provisions of the Articles about allotment, payment o f calls, transfers, automatic entitlement by law, forfeiture, lien and all other things apply to new shares under Article 8 in the same way as if they were part of the Company’s existing share capital. 10 The power to change capital The shareholders can pass ordinary resolutions to do any of the following: • consolidate, or consolidate and then divide, all or any part of the Company’s share capital into new shares of a larger nominal value than the existing shares; • c ancel any shares which have not been taken, or agreed to be taken, by any person at the date of the resolution, and reduce the amount of the Company’s share capital by the amount of the cancelled shares; • divide some or all of the shares into shares which are of a smaller nominal value than is fixed in the Memorandum. This is subject to any restrictions under the Companies Acts. The resolution can provide that, as between the shares resulting from such sub-division, different rights and re strictions which the Company can apply to new shares may apply to all or any of the different divided shares. 11 Fractions of shares 11.1 If any shares are consolidated or divided, the directors have power to deal with any fractions of shares which result or any other difficulty that arises. If the directors decide to sell any shares representing fractions, they must do so for the best price reasonably obtainable and distribute the net proceeds of sale among shareholders in proportion to their fractional en titlements in accordance with their rights and interests. The directors can sell to any person (including the Company, if the Companies Acts allow this) and can authorise any person to transfer those shares to the buyer or in accordance with the buyer’s instructions. The buyer does not need to take any steps to see how any money he paid is used. Nor will his ownership be affected if the sale was irregular or invalid in any way. — 10 -

11.2 So far as the Companies Acts allow, when shares are consolidated or divided, the directors can treat a shareholder’s shares which are held in certificated form and in uncertificated form as separate shareholdings. The directors can also arrange for any shares which result from a consolidation or division and which represent rights to fractions of shares to be entered in the Register as shares in certificated form where this makes it easier to sell the m. 12 The power to reduce capital The Company’s shareholders can pass a special resolution to reduce in any way: • the Company’s share capital; or • any capital redemption reserve, share premium account or other undistributable reserve. This is subject to any restrictions under the Companies Acts. 13 Buying back shares The Company can buy back, or agree to buy back in the future, any shares of any class (including redeemable shares) in accordance with the Companies Acts. Ho wever, if the Company has other shares in issue which are admitted to the official list maintained by the UK Listing Authority and which are convertible at any time into the class of equity shares to be repurchased, the holders of the convertible shares must first pass an extraordinary resolution approving the buy-back at a separate class meeting. A resolution is not required, however, if the terms on which the convertible shares were issued allow the buy-back. SHARES 14 The special rights of new shares 14. 1 If the Company issues new shares, the new shares can have any rights or restrictions attached to them. The rights can take priority over the rights of existing shares, or existing shares can take priority over them, or the new shares and the existing shares can rank equally. These rights and restrictions can apply to sharing in the Company’s profits or assets. Other rights and restrictions can also apply, for example to the right to vote. 14.2 The powers conferred by Article 14.1 are subject to the provisions of Article 14.5. 14.3 The rights and restrictions referred to in Article 14.1 can be decided by an ordinary resolution passed by the shareholders. The directors can also take these decisions if they do not conflict with any resolution passed by the shareholders. 14.4 If the Companies Acts allow this, the rights of any new shares can include rights for the holder and/or the Company to have them redeemed. 14.5 The ability to attach particular rights and restrictions to new shares may be restricted by special rights previously given to holders of any existing shares. — 11 -

15 The directors’ power to deal with shares 15.1 The directors can decide how to deal with any shares which have not been issued. The directors can: • allot them on any terms, which can include the right to transfer the allotment to another person before any person has been entered on the Register. This is known as the right to renounce the allotment (see also Article 18); • grant options to give people a right to acquire share s in the future; or • dispose of the shares in any other way. 15.2 The directors are free to decide with whom they deal, when they deal with the shares, and the terms on which they deal. 15.3 For the purposes of Article 15.1, the directors must comply with: • the provisions of the Companies Acts relating to authority, pre-emption rights and other matters; and • any resolution of a General Meeting which is passed under the Companies Acts. 16 The directors’ author ity to allot “relevant securities” and “equity securities” 16.1 This Article regulates the authority of the directors to allot relevant securities and their power to allot equity securities for cash. 16.2 The directors are authorised, generally and without conditions, under Section 80 of the Companies Act 1985, to allot relevant securities. They are authorised to allot them for any prescribed period. The maximum amount of relevant securities which the directors can allot in each pre scribed period is the Section 80 Amount. 16.3 Under the directors’ general authority in Article 16.2, they have the power to allot equity securities, entirely paid for in cash, free of the restriction in Section 89(1) of the Companies Act 1985. They have the power to allot them for any prescribed period. There is no maximum amount of equity securities which the directors can allot when the allotment is in connection with a rights issue. In all other cases, the maximum amount of equity se curities which the directors can allot is the Section 89 Amount. 16.4 During any prescribed period, the directors can make offers and enter into agreements which would, or might, require shares or other securities to be allotted after that period has ended. 16.5 For the purposes of this Article: • rights issue means an offer of equity securities which is open for a period decided on by the directors to the people who are registered on a particular date (chosen by the directors) as holders o f: (i) Ordinary Shares, in proportion to their holdings of Ordinary Shares; and (ii) other classes of equity securities or non equity securities which give them the right to receive the offer in accordance with their rights. However, the directors can do the following things (and the issue will still be treated as a rights issue for the purpose of this Article if they do so): — 12 -

• sell any fractions of equity securities to which people would be entitled and keep the net proceeds for the Company’s benefit or make other appropriate arrangements to deal with such fractions; • make the rights issue subject to any limits or restrictions which the directors think are necessary or appropriate to deal with legal or practical problems under the laws of any territory, or under the requirements of any recognised regul atory body, or stock exchange, in any territory or as a result of shares being represented by American Depositary Shares; or • treat a shareholder’s holdings in certificated form and uncertificated form as separate shareholdings. • prescribed period means in the first instance the period ending on the date of the Annual General Meeting in 2000 or on 24 August 2000, whichever is the earlier. After this, the prescribed period means a period of no more than five years fixed by the shareholders by passing a resolution at a General Meeting. The shareholders can, by passing further resolutions, renew or extend this power (including the first prescribed period), for periods of no more than five years each. Such resolutions can take the form of: • an ordinary resolution fixing a period under Article 16.2; or • a special resolution fixing a period under Article 16.3; or • a special resolution fixing identical periods under Article 16. 2 and under Article 16.3; or • a special resolution fixing different periods under Article 16.2 and under Article 16.3. • The Section 80 Amount for the first prescribed period is that fixed at the Extraordinary General Meeting of the Company held on 24 May 1999, being U.S.$816,000,000. For any subsequent prescribed period the Section 80 Amount is that stated in a relevant resolution passed by the shareholders at a General Meeting. • The Secti on 89 Amount for the first prescribed period is that fixed at the Extraordinary General Meeting of the Company held on 24 May 1999, being U.S.$30,223,864. For any subsequent prescribed period the Section 89 Amount is that stated in a relevant special resolution passed by the shareholders at a General Meeting. • In working out any maximum amounts of securities referred to in this Article, the nominal value of rights to subscribe for shares, or to convert any securities into shares, will be taken as the nominal value of the shares which would be allotted if the subscription or conversion takes place. 17 Power to pay commission and brokerage 17.1 The Company can use all the powers given by the Companies Acts to pay commission or brokerage to any person who: • applies, or agrees to apply, for any new shares; or — 13 -

• gets anybody else to apply, or agree to apply for, any new shares. 17.2 The rate per cent or amount of the commission paid or agreed to be paid must be disclosed as required by the Companies Acts and must not exceed 10 per cent of the price at which the shares in respect of which the commission is paid are issued (or an equivalent amount). 18 Renunciations of allotted but unissued shares Where a share has been allotted to a person but that person has not yet been entered on the Register, the directors can recognise a transfer (called a renunciation) by that person of his right to the share in favour of some other person. The ability to renounce allotments only applies if the terms on which the share is allotted are consistent with renunciation. The directors can impose terms and conditions regulating renunciation rights and can allow renunciation rights to be participating securities (as defined in the CREST Regulations) in their own right. 19 No tr usts or similar interests recognised 19.1 The Company will only be affected by, or recognise, a current and absolute right to whole shares. The fact that any share, or any part of a share, may not be owned outright by the registered owner is not of any concern to the Company, for example if a share is held on any kind of trust. 19.2 The only exception to what is said in Article 19.1 is for any right: • which is expressly given by these Articles; or • which the Company has a lega l duty to recognise. SHARES IN UNCERTIFICATED FORM 20 Holding shares in uncertificated form and effect of the CREST Regulations 20.1 Subject to the Articles and so far as the Companies Acts allow this, the directors can decide that any class of shares can: • be held in uncertificated form and that title to such shares can be transferred using a relevant system; or • no longer be held and transferred in uncertificated form. 20.2 These Articles do not apply to shares of any class which are held in uncertificated form to the extent that the Articles are inconsistent with the: • holding of shares of that class in uncertificated form; • transfer of title to shares of that class by means of a relevant system; or • CREST Regulations. — 14 -

SHARE CERTIFICATES 21 Certificates 21.1 When a shareholder is first registered as the holder of any class of shares in certificated form, he is entitled to receive, free of charge, one certificate for all the shares in certificated form of that class which he holds. If he holds shares of more than one class in certificated form, he is entitled to receive a separate share certificate for each class. 21.2 The Company must also observe any requirements of the CRES T Regulations when issuing share certificates. Where the Companies Acts allow, the Company does not need to issue share certificates. 21.3 If a shareholder receives more shares in certificated form of any class he is entitled, without charge, to another certificate for the additional shares. 21.4 If a shareholder transfers part of his shares covered by a certificate, he is entitled, free of charge, to a new certificate for the balance if the balance is also held in certificated form. The old certificate wil l be cancelled. 21.5 The Company does not have to issue more than one certificate for any share in certificated form, even if that share is held jointly. 21.6 When the Company delivers a certificate to one joint holder of shares in certificated form, this is treated as delivery to all of the joint shareholders. 21.7 If requested in writing to do so, the Company can deliver a certificate to a broker or agent who is acting for a person who is buying shares in certificated form, or who is having shares transfe rred to him in certificated form. 21.8 The directors can decide how share certificates are made effective. For example, they can be: • signed by two directors or one director and the Secretary; • sealed with the Common Seal or the Securities Seal (or in the case of shares on a branch Register, an official seal for use in the relevant territory); or • printed, in any way, with a copy of the signature of those directors and the Secretary. The copy can be made or produced me chanically, electronically or in any other way the directors approve. 21.9 A share certificate must state the number and class of shares to which it relates and the amount paid-up on those shares. It cannot be for shares of more than one class. 21.10 If all the issued shares of the Company, or a particular class of shares, are fully paid up and rank equally with each other for all purposes, none of those shares will (unless the directors pass a resolution to the contrary) have a distinguishing number as lon g as it remains fully paid up and ranks equally for all purposes with all the shares of the same class which are issued and fully paid up. 21.11 The time limit for the Company to prepare a share certificate for shares in certificated form is: • one month after the allotment of a new share; — 15 -

• five working days after a valid transfer of fully-paid shares is presented for registration; or • two months after a valid transfer of partly-paid shares is presented for registration. 21.12 Article 21.11 only applies to the extent that the terms of issue of shares do not provide otherwise. 21.13 Share certificates will also be prepared and sent earlier where either the London Stock Exchange or the UK Listing Authority requires it .. 22 Replacement share certificates 22.1 If a shareholder has four or more share certificates for shares of the same class which are in certificated form, he can ask the Company for these to be cancelled and replaced by a single new certificate. The Company must comply with this request, without making a charge for doing so. 22.2 A shareholder can ask the Company to cancel and replace a single share certificate with two or more certificates, for the same total number of shares. The Company, upon the payment by the shareholder of a reasonable sum determined by the directors, must comply with this request. 22.3 A shareholder can ask the Company for a new certificate if the original is: • damaged or defaced; or • lost, stolen, or destroyed. 22.4 If a certificate has been damaged or defaced, the Company can require satisfactory evidence and for the certificate to be delivered to it before issuing a replacement. If a certificate is lost, stolen or destroyed, the Company can require satisfac tory evidence, together with an indemnity, before issuing a replacement. In each case the directors can impose such other terms as they think fit. 22.5 The directors can require the shareholder to pay the Company’s exceptional out-of-pocket expenses for issuing any share certificates under Article 22.3. 22.6 Any one joint shareholder can request replacement certificates under this Article. CALLS ON SHARES 23 The directors can make calls on shares The directors can call on shareholders to pay any m oney which has not yet been paid to the Company for their shares. This includes both the nominal value of the shares and any premium which may be payable. If the terms of issue of the shares allow this, the directors can: • make calls as often, and whenever, they think fit; • decide when and where the money is to be paid; • decide that the money can be paid by instalments; or — 16 -

• wholly or partly revoke or postpone any call. A call is treated as having been made as soon as the directors pass a resolution authorising it. 24 The liability for calls 24.1 A shareholder who has received at least 14 days’ notice giving details of the amount called, the time (or times) and place or address for payment must pay the call as required by the notice. Joint shareholders are liable jointly and severally to pay any money called for in respect of their shares. 24.2 A shareholder due to pay the amount called shall still have to pay the call even if, after the call was made, he transfers the shares to which the call related. 25 Interest and expenses on unpaid calls If a call is made and the money due remains unpaid, the shareholder is liable to pay interest on the money and any expenses incurred by the Company because of his failure to pay the call on time. The interest will run from the day the money is due until it has actually be en paid. The yearly interest rate will be a reasonable rate fixed by the directors (or, where they do not fix a reasonable rate, 10 per cent). The directors can decide not to charge any or all of such expenses and interest. 26 Sums which are payable when a share is allotted are treated as a call If the terms of a share require any money to be paid at the time the share is allotted, or at any fixed date (whether in relation to the nominal value of the shares or any premium which may apply), then the liabilit y to pay the money will be treated in the same way as a liability for a valid call for money on shares which is due on the same date. If this money is not paid, everything in the Articles relating to non-payment of calls applies. This includes Articles which allow the Company to forfeit or sell shares and to claim interest. 27 Calls can be for different amounts On an issue of shares, if the terms of such shares allow, the directors can decide that allottees or the subsequent holders of such shares can be ca lled on to pay different amounts, or that they can be called on at different times. 28 Paying calls early 28.1 The directors can accept payment in advance of some or all of the money due from a shareholder before he is called on to pay the money. The directors can agree to pay interest on money paid in advance until it would otherwise be due to the Company at a rate (up to a maximum yearly interest rate of 10 per cent) agreed between the directors and the shareholder. 28.2 The money which is paid in advance in this way shall not be included in calculating the dividend payable on the shares in respect of which the money paid in advance has been paid. — 17 -

FORFEITING SHARES 29 Notice following non-payment of a call Articles 29 to 39 apply if a shareholder fails to pay the whole amount of a call, or an instalment of a call, by the date on which it is due. The directors can serve a notice on him any time after the date on which the call or the instalment is due, if the whole amount immediately due has not been paid. 30 Contents of the notice A notice served under Article 29 must: • demand payment o f the amount immediately payable, plus any interest; • give a date by when the total must be paid, but this must be at least 14 days after the notice is served on the shareholder; • state where the payment(s) must be made; and • state that if the full amount demanded is not paid by the time and at the place or address stated, the Company can forfeit the shares on which the call or instalment was due. 31 Forfeiture if the notice is not complied with If a notice served under Article 29 is not complied with, the shares to which it relates can be forfeited at any time while any amount (including interest) is still outstanding. This is done by the directors passing a resolution stating that the shares have been forfeited. 32 Forfeiture will include unpaid dividends All dividends which are due on (and other money payable in respect of) the forfeited shares, but not yet paid, will also be forfeited. 33 Dealing with forfeited shares 33.1 The directors can sell, dispose of or re-allot any forfeited share on any terms and in any way that they decide. The Company may keep the consideration received from doing this. The directors can, if necessary, authorise any person to transfer a forfeited share to any other person and may cause such other person to be registered as the holder of the share. 33.2 The new shareholder’s ownership of the share will not be affected if the steps taken to forfeit the share, or the sale or disposal of the share, were invalid or irregular, or if anything that should have been done was not done, and the new shareholder is not obliged to enquire as to how the purchase money (if any) is used. — 18 -

34 Cancelling forfeiture 34.1 After a share has been forfeited, the directors can cancel the forfeiture. But they can only do this before the share has been sold, re-allotted or disposed of. This can be on any terms that they decide. 34.2 If a share has not been sold or disposed of after three years from the date of forfeiture, the directors must cancel the share. 35 The position of shareholders after forfeiture 35.1 A shareholder loses all rights in connection with forfeited shares. If the shares are in certificated form, he must surrender any certificate for those shares to the Company for cancellation. A person is still liable to pay calls which have been made, but not paid, before the forfeiture of his shares. He must also pay interest on the unpaid amount (at the rate of interest which was payable on the unpaid amount before the forfeiture) until it is paid. If no interest was payable before the forfeiture on the unpaid amount, the directors can fix the rate of interest on the unpaid amount, but it must not be more than 10 per cent a year, until it is paid. 35.2 The shareholder continues to be liable for all claims and demands which the Company could have made relating to the forfeited share. He is not entitled to any credit for the value of the share when it was forfeited or for money received by the Company under Article 33, unless the directors decide to allow credit for all or any of that value. The directors may also decide to waive any payment due e ither completely or in part. LIENS ON PARTLY PAID SHARES 36 The Company’s lien on shares The Company has a lien on all partly-paid shares. This lien has priority over claims of others to the shares and extends to all dividends and other money payable on the shares or in respect of them. This lien is for any money owed to the Company for the shares. The directors can decide to give up any lien which has arisen or that any share for a specified period of time be entirely or partly exempt from this Articl e. They can also decide to suspend any lien which would otherwise apply to particular shares. Unless otherwise agreed, the registration of a transfer of any share over which the Company has a lien shall operate as a waiver of that lien. 37 Enforcing the lien by selling the shares 37.1 If the directors want to enforce the lien referred to in Article 36, they can sell some or all of the shares in any way they decide. The directors can authorise someone to transfer the shares sold. But they cannot sell th e shares until all of the following conditions are met: • the money owed by the shareholder must be immediately payable; • the directors must have given a notice in writing to the shareholder. This notice must say how much is due. It must also demand that this money is paid, and say that the shareholder’s shares can be sold if the money is not paid; — 19 -

• the notice in writing must have been sent to or served on the shareholder, or on any person who is automatically entitled to the shares by law; and • the money has not been paid by at least 14 days after the notice has been served. 37.2 The new shareholder’s ownership of the share will not be affected if the sale or disposal of the share was invalid or irregular, or if anything that should have been done was not done and is n ot obliged to enquire as to how the purchase money (if any) is used. 38 Using the proceeds of the sale If the directors sell any shares under Article 37, the net proceeds will first be used to pay off the amount which is then payable to the Company. The directors will pay any money left over to the former shareholder, or to any person who would otherwise be automatically entitled to the shares by law provided that the Company’s lien will also apply to any money left over, to cover any money still due to the Company which is not yet payable: the Company has the same rights over this money as it had over the shares immediately before they were sold. If the shares are in certificated form, the Company need not pay over anything left under this Article until the certificate representing the shares sold has been delivered to the Company for cancellation. 39 Evidence of forfeiture or enforcement of lien A director, or the Secretary, can make a statutory declaration declaring: • that he is a di rector or the Secretary of the Company; • that a share has been properly forfeited or sold to satisfy a lien under the Articles; and • when the share was forfeited or sold. This will be conclusive evidence of these facts which cannot be disputed as against all persons claiming to be entitled to the share. CHANGING SHARE RIGHTS 40 Changing the special rights of shares 40.1 If the Company’s share capital is split into different classes of share, and if the Companies Acts allow thi s and unless the Articles or rights attached to any class of share say otherwise, the special rights which are attached to any of these classes of share can be varied or abrogated if this is approved by an extraordinary resolution in accordance with Articles 40 and 41. This must be passed at a separate meeting of the holders of the relevant class of shares. This is called a class meeting. Alternatively, the holders of at least three-quarters of the existing shares of the relevant class (by nominal value) ca n give their consent in writing. 40.2 The special rights of a class of shares can be varied or abrogated while the Company is a going concern, or while the Company is being wound up, or if winding up is being considered. — 20 -

40.3 All the Articles relating to General Meetings apply, with any necessary changes, to a class meeting, but with the following adjustments: • At least two people who hold (or who act as proxies for) at least one third of the total nominal value of the existing shares of the class are a quorum. However, if this quorum is not present at an adjourned class meeting, one person who holds shares of the class, or his proxy, is a quorum, regardless of the number of shares he holds. • Anybody who is personally present, or who is represented by a proxy, can demand a poll. • On a poll, the holders of shares will have one vote for every share of the class which they hold. 40.4 This Article also applies to the variation or abrogation of special rights of shares forming part of a class. Each part of the class which is being treated differently is viewed as a separate class in operating this Article. 41 More about the special rights of shar es The special rights of shares or of any class of shares are not regarded as varied or abrogated if: • new shares are created, or issued, which rank equally with or behind those shares or that class of shares in sharing in profits or assets of the Company; • the Company redeems or buys back its own shares. But this does not apply if the terms of the shares or class of shares expressly provide otherwise. TRANSFERRING SHARES 42 Share transfers 42.1 Unless the Articles provide otherwis e, any shareholder can transfer some or all of his shares to another person. 42.2 Every transfer of shares in certificated form must be in writing, and either in the usual standard form, or in any other form approved by the directors. 42.3 Transfers of uncertificated shares are to be carried out using a relevant system and must comply with the CREST Regulations. 43 More about transfers of shares in certificated form 43.1 The transfer form for shares in certificated form must be delivered to the Transfer Off ice (or any other place the directors may decide). The directors may refuse to recognise a transfer unless the transfer form: — 21 -

• has with it the share certificate for the shares to be transferred and any other evidence which the directors ask for to prove that the person wishing to make the transfer is entitled to do this; • is properly stamped (for payment of stamp duty) where this is required; • is being used to transfer only one class of shares; and • is in favour of not more than four joint holders. 43.2 However, if a transfer is by a recognised clearing house or its nominee or by a recognised investment exchange, a share certificate is only needed if a certificate has been issued for the shares in question. 43.3 If the share being transferred is a fully paid-up share, a share transfer form must be signed by the person making the transfer. If the transfer is being made by a company, the share transfer form does not need to be under that company’s seal. 43.4 If the share being transferred is not a fully paid-up share a share transfe r form must also be signed by the person to whom the share is being transferred. If the transfer is being made to a company, the transfer form does not need to be under that company’s seal. 43.5 The person making a transfer of shares will be treated as continuing to be the shareholder until the name of the person to whom a share is being transferred is put on the Register for that share. 43.6 No fee is payable to the Company for transferring shares or registering changes relating to the ownership of sh ares. 44 The Company can refuse to register certain transfers 44.1 The directors can refuse to register a transfer of any shares in certificated form which are not fully paid-up. They do not have to give any reasons for refusing. But, if any of those shares are admitted to the official list maintained by the UK Listing Authority, the directors cannot refuse to register a transfer if this would stop dealings in the shares from taking place on an open and proper basis. 44.2 If the directors decide not to regi ster a transfer of a share, they must notify the person to whom such share was to be transferred. This must be done no later than two months after the Company receives the transfer (in the case of a share in certificated form). 45 Closing the Register The directors can decide to suspend the registration of transfers by closing the Register. This can be for part of a day, a day, or more than a day. Suspension periods can vary between different classes of shares. But the Register cannot be closed for more tha n 30 days a year. In the case of shares in uncertificated form, the Register must not be closed without the consent of the operator of a relevant system. — 22 -

46 Overseas branch registers The Company can use all the powers that the Companies Acts give to keep an overseas branch register. The directors can make and change any regulations they decide on relating to this register, as long as the Companies Acts allow this. PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW 47 When a shareholder dies 47.1 When a sole shareholder dies (or a shareholder who is the last survivor of joint shareholders dies), his legal personal r epresentatives will be the only people whom the Company will recognise as being entitled to his shares. 47.2 If a shareholder who is a joint shareholder dies, the remaining joint shareholder or shareholders will be the only people who the Company will recognise as being entitled to his shares. 47.3 This Article does not discharge the estate of any joint shareholder from any liability. 48 Registering personal representatives A person who becomes automatically entitled to a share by law can either be register ed as the shareholder, or can select some other person to whom the share is to be transferred. The person who is automatically entitled by law must provide any evidence of his entitlement which is reasonably required by the directors. 49 A person who wants to be registered must give notice If a person who is automatically entitled to shares by law wants to be registered as a shareholder, he must deliver or send a notice to the Company saying that he has made this decision. He must sign or authenticate this notice in accordance with Article 147, and it must be in the form which the directors require. This notice will be treated as a transfer form and all of the provisions of these Articles about registering transfers of shares apply to it. The directors have the same power to refuse to register the automatically entitled person as they would have had in deciding whether to register a transfer by the person who was previously entitled to the shares. 50 Having another person registered If a person who is au tomatically entitled to a share by law wants the share to be transferred to another person, he must do the following: • for a share in certificated form sign a transfer form to the person he has selected; and • for a share in uncertificated form transfer such share using a relevant system. The directors have the same power to refuse to register the person selected as they would have had in deciding whether to register a transfer by the person who was previously entitled to the shares .. — 23 -

51 The rights of people automatically entitled to shares by law 51.1 A person who is automatically entitled to a share by law is entitled to any dividends or other money relating to the share, even though he is not registered as the holder of that share. However, if the directors have served a notice on any such person requesting him to choose between registering himself or transferring the share, and such person does not comply with the notice within 90 d ays, the directors can withhold the dividend and other money until the notice has been properly complied with. 51.2 Unless and until he is registered as a shareholder the person automatically entitled to a share by law is not entitled: • to receive notices of General Meetings, or to attend or vote at these meetings; and • (subject to Article 51.1) to any of the other rights and benefits of being a shareholder, unless the directors decide to allow this. SHAREHOLDERS WHO CANNOT BE TRACED 52 Shareholder who cannot be traced 52.1 The Company can sell any shares at the best price reasonably obtainable if: • during the previous 12 years, at least three dividends on the shares have been payable and none has been claimed; • after this 12-year period, the Company announces that it intends to sell the shares by placing an advertisement in a United Kingdom national newspaper and in a newspaper appearing in the area which includes the address held by the Company f or serving notices relating to the shares; and • during this 12-year period, and for three months after the last advertisement appears in the newspapers, the Company has received no indication as to the whereabouts or existence of the shareholder or any person who is automatically entitled to the shares by law. 52.2 To sell any shares in this way, the Company can authorise any person to transfer the shares. This transfer will be just as effective as if it had been made by the registered holder o f the shares, or by a person who is automatically entitled to the shares by law. The ownership of the person to whom the shares are transferred will not be affected even if the sale is irregular or invalid in any way. 52.3 The net sale proceeds belong to the Company until claimed under this Article, but it must pay these to the shareholder who could not be traced, or to the person who is automatically entitled to the shares by law, if that shareholder, or that other person, asks for it. 52.4 The Company mus t record the name of that shareholder, or the person who was automatically entitled to the shares by law, as a creditor for this money in its accounts. The money is not held on trust, and no interest is payable on the money. The Company can keep any money which it has earned on the net sale proceeds. The Company can use the money for its business, or it can invest the money in any way that the directors decide. But — 24 -

the money cannot be invested in the Company’s shares, or in the shares of any holding company of the Company. 52.5 In the case of uncertificated shares, this Article is subject to any restrictions which apply under the CREST Regulations. GENERAL MEETINGS 53 The Annual General Meeting Except as provided in the Companies Acts, each year the Company must hold an Annual General Meeting, in addition to any other General Meetings which are held in the year. The notice calling the Annual General Meeting must say that the meeting is the Annual General Meeting. There must not be a gap of more than 15 months between one Annual General Meeting and the next. The Annual General Meeting must be held in accordance with the Companies Acts. The directors must decide when and where to hold the Annual General Meeting. 54 Extraordinary General Meetings If a General Meeting is not an Annual General Meeting, it is called an Extraordinary General Meeting. 55 Calling an Extrao rdinary General Meeting The directors can decide to call an Extraordinary General Meeting at any time. Extraordinary General Meetings must also be called promptly in response to a requisition by shareholders under the Companies Acts. If an Extraordinary General Meeting is not called in response to such a request by shareholders, it can be called by the shareholders who requested the Extraordinary General Meeting in accordance with the Companies Acts. Any Extraordinary General Meeting requisitioned in this w ay by shareholders shall be called in the same manner as nearly as possible to that in which General Meetings are called by the directors. The directors must decide when and where to hold an Extraordinary General Meeting. 56 Notice of General Meetings 56.1 At least 21 clear days’ notice in writing must be given for every Annual General Meeting and for any other General Meeting where it is proposed to pass a special resolution or to pass some other resolution of which special notice under the Companies Acts has been given to the Company. For every other General Meeting at least 14 clear days’ notice in writing must be given. However, a shorter period of notice can be given: • for an Annual General Meeting, if all the shareholders entitled to attend and vote agree; or — 25 -

• for an Extraordinary General Meeting, if a majority of the shareholders entitled to attend and vote agree and those shareholders hold at least 95 per cent by nominal value of the shares which can be voted at the meeting. 56.2 Any notice of General Meeting must state: • where the General Meeting is to be held; • the date and time of the General Meeting; • the general nature of the business of the General Meeting; • if any resolution will be proposed as a special resolution or extraordinary resolution; and • in a reasonably prominent place that a shareholder entitled to attend and vote can appoint one or more proxies (who need not be shareholders) to attend, speak and vote instead of that shareholder. 56.3 Notices of General Meetings must be given to the shareholders, except in cases where the Articles or the rights attached to the shares state that the holders are not entitled to receive the m from the Company. Notice must also be given to the Company’s auditors. The day when the notice is served (see Article 144), or is treated as served, and the day of the General Meeting do not count towards the period of notice. In relation to any class of shares some of which are in uncertificated form the Company can decide that only people who are entered on the Register at the close of business on a particular day are entitled to receive such a notice. That day shall be a day chosen by the Com pany and falling not more than 21 days before the notice is sent. 56.4 Unless the Companies Act 1985 does not require it, the Company must, on the requisition in writing of such number of shareholders as is specified in the Companies Act 1985, send to shareholders: • entitled to receive notice of the next Annual General Meeting notice of any resolution which may properly be proposed and is intended to be proposed at that meeting; and • entitled to receive notice of any General M eeting any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting. Notice of any such resolution shall be given, and any such statement shall be circulated, to shareholders of the Company entitled to have notice of the General Meeting sent to them. The cost of this, unless the Company decides otherwise, must be borne by the requisitionists. PROCEEDINGS AT GENERAL MEETINGS 57 The chairman of a General Me eting 57.1 The Chairman of the directors will be the chairman at every General Meeting, if he is present and willing to take the chair. — 26 -

57.2 If the Company does not have a Chairman, or if the Chairman is not present and willing to chair the General Meeting, a Deputy Chairman will chair the meeting if he is present and willing to take the chair. 57.3 Where there is more than one Deputy Chairman at a General Meeting and there is more than one present, and the Chairman is not there, the Deputy Chairman to take the chair will be the longest serving Deputy Chairman present. 57.4 If the Company does not have a Chairman or a Deputy Chairman, or if neither the Chairman or any Deputy Chairman are present and willing to chair the General Meeting, after waiting ten minutes from the time that a meeting is due to start, the directors who are present will choose one of themselves to act as chairman. If there is only one director present, he will be chairman if he is willing. 57.5 If there is no director present and willing to be chairman, then the shareholders who are personally present at the General Meeting and entitled to vote will decide which one of them is to be chairman. 57.6 To avoid any doubt, nothing in these Articles restricts or excludes any of the powers or rights of a chairman of a meeting which are given by the general law. 58 Security, and other arrangements at General Meetings Either the chairman of a General Meeting, or the Secretary, can take any action he considers necessary (including adjourning the General Meeting) for: • the safety of people attending a General Meeting (for exa mple, if there is not enough room for the shareholders and proxies who want to attend the General Meeting); or • proper and orderly conduct at a General Meeting (for example, where the behaviour of someone present could prevent the business of the General Meeting being carried out in an orderly way); or • any other reason to make sure that the business of the General Meeting can be properly carried out. Where the chairman of a General Meeting or the Secretary decides to adjourn a Gen eral Meeting in this way, he can adjourn the General Meeting to a time, date and place he decides (or indefinitely). He does not need the agreement of those present at the General Meeting to do this. 59 Overflow meeting rooms The directors can arrange for any people who they consider cannot be seated in the main meeting room, where the chairman will be, to attend and take part in a General Meeting in an overflow room or rooms. Any overflow room must have a live video and two way sound link with the main roo m for the General Meeting, where the chairman will be. The video and sound link must enable those in all the rooms to see and hear what is going on in the other rooms. The notice of the General Meeting does not have to give details of any arrangements under this Article. The directors can decide on how to divide people between the main room and any overflow room. If any overflow room is used, the General Meeting will be treated as being held, and taking place, in the main room. — 27 -

60 The quorum needed for General Meetings Before a General Meeting starts to conduct business, there must be a quorum present. If there is not, the meeting cannot carry out any business. Unless other Articles say otherwise, a quorum for all purposes is two people who are entitled to vote. They can be personally present or proxies for shareholders or duly authorised company representatives or a combination of shareholders, duly authorised company representatives for companies and proxies. 61 The procedure if there is no quorum 61.1 This Article 61 applies if a quorum is not present either within 30 minutes of the time fixed for a General Meeting to start or within any longer period (being no longer than an hour from the time fixed for the General Meeting to start) on which the chairman may decide. If the General Meeting was called by shareholders it is cancelled. Any other General Meeting is adjourned to the same day in the next week (or if that day is a publ ic holiday, then the next day which is not a Saturday, Sunday or public holiday) at the same time and place or to any other day and time and place which the directors decide. 61.2 If a quorum is not present within 15 minutes of the time fixed for the start of the adjourned meeting, the adjourned General Meeting shall be cancelled. 62 Adjourning meetings 62.1 Subject to Article 58, the chairman of a General Meeting can adjourn a meeting which has a quorum present, if this is agreed by those present at t he General Meeting. This can be to a time, date and place proposed by the chairman or may be an indefinite adjournment. The chairman must adjourn the General Meeting if the General Meeting directs him to. In these circumstances the General Meeting will decide how long the adjournment will be, and where it will adjourn to. If a General Meeting is adjourned indefinitely, the directors will fix the time, date and place of the adjourned General Meeting. 62.2 General Meetings can be adjourned more than once. But if a General Meeting is adjourned for more than 30 days or indefinitely, at least seven days’ notice must be given of the adjourned General Meeting in the same way as was required for the original General Meeting. If a General Meeting is adjourned for less than 30 days, there is no need to give notice of the adjourned General Meeting, or about the business to be considered there. 62.3 An adjourned General Meeting can only deal with business that could have been dealt with at the original Gen eral Meeting before it was adjourned. 63 Amending Resolutions If the chairman of a General Meeting, acting in good faith, rules an amendment to a resolution out of order, any error in that ruling will not affect the validity of a vote on the original resolution. — 28 -

VOTING PROCEDURES 64 How votes are taken 64.1 All Substantive Resolutions will only be decided on a poll. All Procedural Resolutions will be decided by a show of hands of the shareholders present in person or by proxy, unless a poll is demanded when, or before, the result of the show of hands is declared by the chairman. A poll can be demanded by: • the chairman of the General Meeting; • at least two shareholders at the General Meeting ( including proxies of shareholders entitled to vote) who are entitled to vote; • one or more shareholders at the General Meeting who are entitled to vote (including proxies of shareholders entitled to vote) and who have, between them, at least 10 per cent of the total votes of all shareholders who have the right to vote at the General Meeting; or • one or more shareholders who have shares which allow them to vote at the General Meeting (including proxies of shareholders entitled to vo te), where the total amount which has been paid up on their shares is at least 10 per cent of the total sum paid up on all shares which give the right to vote at the General Meeting. 64.2 A demand for a poll can be withdrawn if the chairman agrees to this. If a poll is demanded, and this demand is then withdrawn, any declaration by the chairman of the result of a vote on that resolution by a show of hands, which was made before the poll was demanded, will stand. 65 How a poll is taken 65.1 If a poll is dema nded or held in the way allowed by the Articles, the chairman of the General Meeting can decide where, when and how it will be carried out. The result is treated as the decision of the General Meeting where the poll was demanded, even if the poll is carried out after the General Meeting. 65.2 The chairman can: • decide that a ballot, voting papers or tickets will be used; • appoint one or more scrutineers (who need not be shareholders); • decide to adjourn the General Mee ting to such day, time and place as he decides for the result of the poll to be declared. 65.3 If a poll is called, a shareholder can vote either personally or by his proxy. If a shareholder votes on a poll, he does not have to use all of his votes or cast all his votes in the same way. — 29 -

66 Where there cannot be a poll Notwithstanding any other provision in these Articles, a poll is not allowed on a vote to elect a chairman of a General Meeting, nor is a poll allowed on a vote to adjourn a General Meeting, unless the chairman of the General Meeting demands a poll. 67 A General Meeting continues after a poll is demanded A demand for a poll on a particular matter does not stop a General Meeting from continuing and dealing with matters other than the question on which the poll was demanded. 68 Timing of a poll A poll on a resolution to adjourn the General Meeting must be taken immediately at the General Meeting. Any other poll can either be taken immediately at the General Meeting or within 30 days from the date it was demanded and at a time and place decided on by the chairman. No notice is required for a poll which is not taken immediately if the time and place at which it is to be taken are announced at the General Meeting at which it is dem anded. In any other case, at least seven clear days’ notice must be given specifying the time and place at which the poll is to be taken. 69 The chairman’s casting vote If the votes are equal, either on a show of hands or on a poll, the chairman of the General Meeting is entitled to a further, casting vote. This is in addition to any other votes which the chairman may have as a shareholder, or as a proxy. 70 The effect of a declaration by the chairman The following applies when there is a vote by a show of hands, and no poll is demanded, or any demand for a poll is withdrawn. A corresponding entry in the minute book is conclusive proof of the following declarations by the chairman of the General Meeting: • a resolution has been carried; • a resolution has been carried unanimously; • a resolution has been carried by a particular majority; • a resolution has been lost; or • a resolution has been lost by a particular majority. There is no need to prove the validity, number, or proportion of votes recorded for or against a resolution. — 30 -

VOTING RIGHTS 71 The votes of shareholders At a General Meeting, on a show of hands every shareholder who is present in person and every person present who has been duly appointed as a proxy shall have one vote, provided that each such person is entitled to attend and vote at that General Meeting. Where there is a poll, a shareholder who is present in person (or by proxy) who is entitled to be present and to vote has one vote for every share which he holds. Thi s is subject to any special rights or restrictions which are given to any class of shares by, or in accordance with, the Articles. 72 Shareholders who owe money to the Company Unless the Articles provide otherwise, the only people who are entitled to attend and/or vote at General Meetings or to exercise any other right conferred by being a shareholder in relation to General Meetings, are shareholders who have paid the Company all calls, and all other sums, relating to their shares which are due at the time of the General Meeting. This applies both to attending the General Meeting personally and to appointing a proxy. 73 Suspension of rights on non-disclosure of interest 73.1 This Article applies if any shareholder, or any person appearing to be interested in shares (within the meaning of Part 22 of the Companies Act 2006) held by that shareholder, has been properly served with a notice under Section 793 of the Companies Act 2006, requiring information about interests in shares, and has failed for a period of 14 days from the date of the notice to supply to the Company the information required by that notice. Then (subject to the provisions of the Companies Acts and this Article, and unless the directors otherwise decide) the shareholder is not (for so long as the failure continues) entitled to attend or vote either personally or by proxy at a shareholders’ meeting or to exercise any other right in relation to a shareholders’ meeting as holder of: • the shares in relation to which the default occurred (called default shares); • any further shares which are issued in respect of default shares; and • any other shares held by the shareholder holding the default shares. 73.2 Any person who acquires shares subject to restrictions under Article 73.1 is subject to the same restrictions, unless: • the transfer was an approved transfer (see Article 73.11); or • the transfer was by a shareholder who was not himself in default in s upplying the information required by the notice under Article 73.1 and a certificate in accordance with Article 73.3 is provided. 73.3 Where the default shares represent 0.25 per cent or more of the existing shares of a class, the directors can in their absolute discretion by notice (a direction notice) to the shareholder direct that: — 31 -

• any dividend or part of a dividend or other money which would otherwise be payable on the default shares shall be retained by the Company (without any liability to pay interest when that dividend or money is finally paid to the shareholder); • the shareholder will not be allowed to choose to receive shares in place of dividends in accordance with Article 135; and/or • subject to Article 73.4, no transfer of any of the shares held by the shareholder will be registered unless: • either the transfer is an approved transfer (see Article 73.11); • or the shareholder is not himself in default as regards supplying the information required; and (in this case) • the transfer is of part only of his holding; and • when presented for registration, the transfer is accompanied by a certificate by the shareholder. This certificate must be in a form satisfactory to the directors and state that after due and careful enquiry the shareholder is satisfied that none of the shares included in the transfer are default shares. 73.4 Any direction notice can treat shares of a shareholder in certificated and uncertificated form as separate shareholdings and either apply only to shares in certificated form or to shares in uncertificated form or apply differently to shares in certificated and uncertificated form. In the case of shares in uncertificated form the directors can only use their disc retion to prevent a transfer if this is allowed by the CREST Regulations. 73.5 The Company must send a copy of the direction notice to each other person who appears to be interested in the shares covered by the notice, but if it fails to do so, this does not invalidate the direction notice. 73.6 A direction notice has the effect which it states while the default resulting in the notice continues. It then ceases to apply when the directors decide (which they must do within one week of the default being cured ). The Company must give the shareholder immediate notice in writing of the directors’ decision. 73.7 A direction notice also ceases to apply to any shares which are transferred by a shareholder in a transfer permitted under Article 73.3 even where a direction notice restricts transfers. 73.8 Where a person who appears to be interested in shares has been served with a notice under Section 793 of the Companies Act 2006 and the shares in which he appears to be interested are held by an Approved Depositary, this Article shall be treated as applying only to the shares which are held by the Approved Depositary in which that person appears to be interested and not (so far as that person’s apparent interest is concerned) to any other shares held by the Approved Depositary. 73.9 Where the shareholder on which a notice under Section 793 of the Companies Act 2006 is served is an Approved Depositary, the obligations of the Approved Depositary as a shareholder will be limited to disclosing to the Company any information relating to any person who appears to be interested in the shares held by it which has been recorded by — 32 -

it in accordance with the arrangement under which it was appointed as an Approved Depositary. 73.10 For the purposes of this Article a person is treated as appearing to be interested in any shares if the shareholder holding those shares has been served with a notice under Section 793 of the Companies Act 2006 and: • the shareholder has named that person as being so interested; or • (after taking into account the response of the shar eholder to the notice and any other relevant information) the Company knows or reasonably believes that the person in question is or may be interested in the shares. 73.11 For the purposes of this Article a transfer of shares is an approved transfer if: • it is a transfer of shares to an offeror under an acceptance of a takeover offer; or • the directors are satisfied that the transfer is made in connection with a sale in good faith of the whole of the beneficial ownership of the sha res to a person unconnected with the shareholder or with any person appearing to be interested in the shares. This includes such a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded. For this purpose any associate (as that word is defined in Section 435 of the Insolvency Act 1986) is included amongst the people who are connected with the shareholder or any person appearing to be interested in t he shares. 73.12 Where a person who has an interest in American Depositary Shares receives a notice under this Article 73, that person is considered for the purposes of this Article 73 to have an interest in the number of shares represented by those American Depositary Shares which is specified in the notice and not in the remainder of the shares held by the ADR Depositary. 73.13 Where the ADR Depositary receives a notice under this Article 73, the ADR Depositary shall only be required to sup ply information relating to any person who has an interest in the shares held by the ADR Depositary which has been recorded by the ADR Depositary under the arrangements made with the Company (including in the Proxy Register maintained under Article 164) when it was appointed as the ADR Depositary. 73.14 This Article does not restrict in any way the provisions of the Companies Acts which apply to failures to comply with notices under Section 793 of that Companies Act 2006. 74 Votes of shareholders who are of unsound mind 74.1 This Article 74 applies where a court which claims jurisdiction to protect people who are unable to manage their own affairs has made an order detaining a shareholder or appointing a person to manage his property or affairs. 74.2 The receiver or other person appointed by the court order to act for the shareholder can vote for the shareholder on a show of hands or on a poll at General Meetings. However, this Article only applies if the receiver or other person appointed by t he court delivers to the Transfer Office (or the place or address stated in the notice for the delivery of the proxy form) at least 48 hours before the relevant General Meeting (or adjourned General Meeting) such evidence as the directors may require of such person’s authority to act. — 33 -

74.3 If the receiver or other person appointed by the court fails to deliver the appropriate evidence to the Transfer Office (or the place or address stated in the proxy form) in accordance with Article 74.2, the right to vote shall not be exercisable. 75 The votes of joint holders Where a share is held by joint shareholders any one joint shareholder can vote at any General Meeting (either personally or by proxy) in respect of such share as if he were the only shareholder. If more than one of the joint shareholders votes (either personally or by proxy), the only vote which will count is the vote of that one of them who is listed first on the Register for the share. PROXIES 76 Appointment of proxies 76.1 Any shareholder may appoint another person, who need not be another shareholder, as his proxy to act at a General Meeting on his behalf. 76.2 Proxies may also be appointed to act at General Meetings in the circumstances, and in the manner, provided for in Art icles 159.2, 163, 165, 166 and 169, and Articles 76 to 80 should be read subject to their terms. 76.3 A shareholder can appoint more than one proxy to attend on the same occasion. 77 Completing proxy forms 77.1 A proxy form: • must be in writing; and • can be in any form which is commonly used, or in any other form which the directors approve. 77.2 A proxy form given by: • an individual must be signed by the shareholder appointing the proxy, or by an agent who has been pr operly appointed in writing or authenticated in accordance with Article 147; or • a company must be sealed with the company’s seal or signed by an officer who is authorised to act on behalf of the company or authenticated in accordance with Article 147. Unless the contrary is shown, the directors are entitled to assume that where a proxy form purports to have been signed or authenticated in accordance with Article 147 by an officer on behalf of a company that such officer was duly authorised by such company without requiring any further evidence. Signatures and authentications need not be witnessed. 77.3 All notices convening General Meetings which are sent to shareholders entitled to vote at the General Meeting, must, at the expense of the Company, be accompanied by a proxy — 34 -

form. The proxy form must make provision for two-way voting on all resolutions intended to be proposed, other than resolutions which are merely procedural. 77.4 The accidental omission to send a proxy form to a shareholder entitled to it (or non receipt by him of the proxy form) will not invalidate any resolution passed or proceedings at the General Meeting to which the proxy form relates. 78 Delivering proxy forms 78.1 A proxy form must be delivered to the pla ce or address stated in the notice of the General Meeting, or in the proxy form, or, if no place or address is stated, to the Transfer Office or if the directors decide to accept proxies by electronic means or by means of a website, in the way and to the address that they specify. It must be delivered at least: • 48 hours before a General Meeting, an adjourned General Meeting or a poll taken on the same day as the meeting; or • 24 hours before a poll is taken, if the poll is not take n on the same day as the General Meeting or adjourned General Meeting. 78.2 Directors can decide to accept proxies delivered by electronic means or by means of a website, subject to any limitations, restrictions or conditions they decide to apply. 78.3 If a proxy form is signed or authenticated in accordance with Article 147 by an agent, the power of attorney or other authority relied on to sign or authenticate it, or a copy which has been certified by a notary, or certified in some other way specified by the directors, must (if required by the Company) be delivered with the proxy form in accordance with the instructions for delivery of proxy forms which are set out in the notice of General Meeting or on the proxy form, unless the power of attorney or other form of authority has already been registered with the Company. 78.4 If this Article 78 is not complied with, the proxy will not be able to act for the person who appointed him. 78.5 A proxy form delivered by an Approved Depositary except in resp ect of a person appointed in accordance with Article 191 may be delivered to the appropriate place or address referred to in Article 78.1 by electronic means or in any other way the directors decide. 78.6 If a proxy form which relates to several General Meetings has been properly delivered for one General Meeting or adjourned General Meeting, it does not need to be delivered again for any later General Meeting which the proxy form covers. 78.7 Unless the proxy form says otherwise, it will be valid at an adjourned General Meeting as well as for the original General Meeting to which it relates. 78.8 A shareholder can attend and vote at a General Meeting on a show of hands or on a poll even if he has appointed a proxy to attend and vote at that meeting. However, if he votes in person on a resolution, then as regards that resolution his appointment of a proxy will not be valid. — 35 -

79 Cancellation of proxy’s authority 79.1 Any vote cast in the way a proxy form authorises, or any demand for a poll made by a proxy, will be valid even though: • the shareholder who appointed the proxy has died or is of unsound mind; • the proxy form has been revoked; or • the authority of the person who signed or authenticated the proxy form for the shareholder has been revoked. 79.2 However, this does not apply if a n otice in writing of the fact has been received at the Transfer Office (or at such other place or address within the United Kingdom which is specified for the deposit of proxy forms in accordance with these Articles) before: • the General Meeting or adjourned General Meeting starts; or • the time fixed on a later day to take a poll, when the vote is taken or poll demanded. 80 Authority of proxies 80.1 A proxy is entitled to speak at a General Meeting. 80.2 A proxy form gives the proxy the authority to demand a poll, or to join others in demanding one. A demand for a poll made by a proxy for a shareholder is treated in the same way as a demand by the shareholder himself. 80.3 Unless the proxy form provides otherwise, a proxy form entitles a proxy to vote on any amendment to a resolution put to the General Meeting for which it was given as the proxy thinks fit. 81 Representatives of companies 81.1 A company which is a shareholder can authorise any person to act as its representative at an y General Meeting which it is entitled to attend. This person is called a company representative. The directors of that company must pass a resolution to appoint the company representative. If the governing body of that company is not a board of directors, the resolution can be passed by its governing body. A company representative can exercise all the powers on behalf of the company which the company could exercise if it were an individual shareholder present at the General Meeting in person. This includes the power to vote on a show of hands when the company representative is present in person at a General Meeting. 81.2 Any vote cast by a company representative, and any demand he makes for a poll, is valid even if he is, for any reason, no longer authorised to represent the company. However, this does not apply if notice in writing of the fact that he is no longer authorised has been received at the Transfer Office (or at such other place or address within the United Kingdom which is specified for the depos it of proxy forms in accordance with these Articles) before the deadlines which apply to notice of cancellation of proxies under Article 79. — 36 -

82 Challenging votes Any objection to the right of any person to vote or the way in which the votes have been counted must be made at the General Meeting (or adjourned General Meeting) at which the vote is cast. If a vote is not disallowed at the General Meeting, it is valid for all purposes. Any such objection must be raised with the chairman of the General Meeting and will only change the decision of the General Meeting on any resolution if the chairman of th e General Meeting decides that the vote cast may have affected the decision of the General Meeting. His decision on matters referred to him under this Article is final. DIRECTORS 83 The number of directors There must be at least three directors (other than alternate directors), but the shareholders can vary the number of directors by passing an ordinary resolution. 84 Qualification to be a director A director need not be a shareholder, but a director who is not a shareholder is entitled to attend and speak at shareholders’ meetings. 85 Directors’ fees and expenses 85.1 Each of the directors shall be paid a fee for his services. The directors can decide on the amount, timing and manner of payment of directors’ fees, but the total of the fees paid to all of the directors (excluding amounts paid as special pay under Article 86, amounts paid as expenses under Article 87 and any payments under Article 88) must not exceed: • £1.5 million a year; or • a ny higher sum decided on by an ordinary resolution at a General Meeting. This remuneration shall accrue from day to day. 85.2 Unless an ordinary resolution is passed which provides otherwise, the fees will be divided between some or all of the directors in the way that they decide. If they fail to decide, the fees will be shared equally by the directors, except that any director holding office as a director for only part of the period covered by the fee is only entitled to a pro rata share covering that bro ken period. 86 Special pay 86.1 The directors can award special pay if any director performs extra or special services of any kind including: • holding any executive post; • acting as chairman or deputy chairman (whether or not this office is executive or non-executive); — 37 -

• travelling or staying outside his main residence for any business or purposes of the Company; and • serving on any committee of the directors. 86.2 Special pay can take the form of salary, commission or other benefits or expenses or more than one of such forms or can be paid in some other way. This is decided on by the directors and may be a fixed sum or percentage of profits or otherwise. Such special pay can be either in addition to or instead of any other fees, expenses and other benefits a director may be entitled to receive. 87 Directors’ expenses In addition to any fees and expenses paid under Articles 85 and 86, the Company will repay to a director all expenses properly incurred in: • attending and returning from shareholders’ meetings; • attending and returning from directors’ meetings; • attending and returning from meetings of committees of the directors; or • in or with a view to the performance of their duties. 88 Directors’ pensions and other benefits 88.1 The directors may pay or provide: • pensions; • annual payments; • gratuities; or • other allowances or benefits to any people who are, or who were, directors who had a salary or place of profit with the Company or with any company which is or has been a subsidiary of the Company or a predecessor in business of the Company or any such subsidiary. The directors can decide to extend these arrangements to any member of his family (including a spouse and a former spouse) or to any person who was or is dependent on him. The directors can also decide to contribute (before as well as after he ceases to receive a salary or occupy a place of profit) to any scheme or fund or to pay premiums to a third party for these purposes. 88.2 No director or former director is accountable to the Company or its shareholders for a benefit of any kind given in accordance with this Articl e. The receipt of a benefit of any kind given in accordance with this Article does not prevent a person from being or becoming a director. 89 Appointing directors to various posts 89.1 The directors can appoint any director as chairman, or a deputy chairman, or to any executive position on which they decide. So far as the Companies Acts allow, they can — 38 -

decide on how long these appointments will be for, and on their terms. Subject to the terms of any contract with the Company, they can also vary or end these appointments. 89.2 A director will automatically stop being chairman, deputy chairman, managing director, deputy managing director, joint managing director or assistant managing director if he is no longer a director. Other executive appointments will only stop if the contract or resolution appointing the director to a post says so. If a director’s appointment ends because of this Article, this does not prejudice any claim for breach of contract against the Company which may otherwise apply. 89.3 The directors can delegate to a director appointed to an executive post any of the powers which they jointly have as directors. These powers can be delegated on such terms and conditions as decided by the directors either in parallel with, or in place of, the powers of the directors acting as a board. The direc tors can change the basis on which these powers are given or withdraw them from the executive. CHANGING DIRECTORS 90 Age limits Provisions of the Companies Acts which, together with these Articles, would restrict the appointment of a director or require him to stop being a director because he has reached a particular age do not apply to the Company. This includes restrictions and requirements involving special formalities once an age limit is reached. 91 Retiring directors At each Annual General Meeting all those directors who were elected or last re-elected at or before the Annual General Meeting held in the third calendar year before the current year shall automatically retire. 92 Eligibility for re-election A retiring director is eligible for re-election. 93 Re-electing a director who is retiring 93.1 At a General Meeting at which a director retires (whether at an Annual General Meeting or otherwise), he may be re-elected (as long as the director has not told the Company in writing that he does not wish to be re-elected) if the shareholders pass an ordinary resolution to re-elect him. 93.2 A director retiring at a General Meeting retires at the end of that meeting (or adjourned meeting). Where a retiring director is re-elected he continues as a director without a break. 94 Election of two or more directors A single resolution for the election of two or more directors is void unless the shareholders first approve the putting of a resolution in this form by an earlier procedural vote taken at the General Meeti ng, with no votes cast against. — 39 -

95 People who can be directors 95.1 Only the following people can be elected as directors at a General Meeting: • A director who is retiring at the General Meeting; • A person who is recommended by the directors; and • A person who has been proposed by a shareholder who is entitled to attend and vote at the General Meeting. 95.2 A shareholder proposing a director in accordance with Article 95.1 must deliver to the Regist ered Office at least seven days before the General Meeting, but not more than 42 days before the meeting (this period includes the date on which the notice is given): • a letter stating that he intends to propose another person for election as director, signed or authenticated in accordance with Article 147; and • confirmation in writing from the person to be proposed that he is willing to be elected, signed or authenticated in accordance with Article 147 by such perso n;. 96 The power to fill vacancies and appoint extra directors 96.1 The directors can appoint any person as an extra director or to fill a casual vacancy. Any director appointed in this way automatically retires at the next General Meeting after his appointment. At this General Meeting he can be elected by the shareholders as a director. 96.2 At a General Meeting the shareholders can also pass an ordinary resolution to fill a casual vacancy or to appoint an extra director. 96.3 Extra directors can only be a ppointed under this Article up to the limit (if any) on the total number of directors under the Articles (or any variation of the limit approved by the shareholders in accordance with the Articles). 97 Removing and appointing directors by an ordinary resolution 97.1 The shareholders can pass an ordinary resolution to remove a director, even though his time in office has not ended. This applies despite anything else in the Articles, or in any agreement between him and the Company. Special notice of the ordin ary resolution must be given to the Company as required by the Companies Acts. But if a director is removed in this way, it will not affect any claim which he may have for damages for breach of any contract of service between him and the Company. 97.2 Subject to Article 95, the shareholders can pass an ordinary resolution to elect a person to replace a director who has been removed in the way described in Article 97.1. If no director is appointed under this Article, the vacancy can be filled under Article 96. 97.3 Any person appointed under Article 97.2 will be treated, for the purpose of determining the time at which he is to retire, as if he had become a director on the day on which the director he replaced was last elected. 98 When directors are disqualified 98.1 Any director automatically ceases to be a director in any of the following circumstances if: — 40 -

• a bankruptcy order is made against him; • he makes any arrangement or composition with his creditors or applies for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act; • a court which claims jurisdiction to protect people who are unable to manage their own affairs has made an order detaining him or appointing a person to manage his property or affairs ; • he has missed directors’ meetings for a continuous period of six months, without permission from the directors, and the directors pass a resolution removing him from office; • he is prohibited from being a director under the Companies Acts or any power conferred on the directors or shareholders under these Articles; • except where his contract of service prevents him from resigning, he: (i) delivers to the Company a resignation notice in writing, signed or a uthenticated in accordance with Article 147 by him or on his behalf; or (ii) offers in writing to resign and the directors pass a resolution accepting the offer; • all the other directors serve a notice in writing upon him requiring him to resign. He will cease to be a director when the notice is served on him. Such a notice can consist of several documents in the same form signed or authenticated in accordance with Article 147 by one or more directors. 98.2 When a director stops being a director for any reason, he will also automatically cease to be a member of any committee. Removal from office will be without prejudice to any claim which he or the Company might bring in relation to any contract of service between him and the Company. DIRECTORS’ MEETINGS 99 Directors’ meetings The directors can decide when and where to have directors’ meetings and how they shall be conducted, and on the quorum. They can also adjourn their meetings. 100 Who can call directors’ m eetings A directors’ meeting can be called by any director. The Secretary must also call a directors’ meeting if a director asks him to. 101 How directors’ meetings are called Directors’ meetings are called by giving notice to all the directors. This notice may be given to a director personally, by word of mouth, by notice in writing (sent to him at his last known address) or by electronic means (sent to him at his last known electronic address or — 41 -

number). Any director can waive notice of any directors’ meeting, including one which has already taken place. 102 Quorum 102.1 If no other quorum is fixed by the directors, three directors are a quorum. A directors’ meeting at which a quorum is present can exercise all the powers, authorities and discretions of the directors whether by or under these Articles or exercisable by the directors generally. 102.2 A person who holds office only as an altern ate director shall, if his appointor is not present, be counted in the quorum. 102.3 A director who ceases to be a director at a directors’ meeting can continue to be present and act as a director and be counted in the quorum until the end of that meeting if no other director objects and a quorum would not otherwise be present. 103 The Chairman of directors’ meetings 103.1 The directors can elect any director as Chairman or as one or more Deputy Chairmen for such periods as the directors decide. I f the Chairman is at a directors’ meeting, he will chair it. In his absence, the chair will be taken by a Deputy Chairman, if one is present. If there is no Chairman or Deputy Chairman present within five minutes of the time when the directors’ meeting is due to start, the directors who are present can choose which one of them will be the Chairman of the directors’ meeting. 103.2 Where there is more than one Deputy Chairman present at a meeting, and the Chairman is not there, the Deputy Chair man to take the chair will be the longest serving Deputy Chairman present. 104 Voting at directors’ meetings Matters for decision which arise at a directors’ meeting will be decided by a majority vote. The chairman of the meeting will not have a second, casting vote. 105 Directors can act even if there are vacancies 105.1 The remaining directors can continue to act even if one or more of them ceases to be a director. But if the number of directors falls below the minimum which applies under Articl e 83 (including any variation of that minimum approved by an ordinary resolution of shareholders), the remaining director(s) can only: • either appoint further directors to make up the shortfall; or • call a General Meeting. 105.2 If no director or directors are willing or able to act under this Article, any two shareholders can call a General Meeting to appoint extra directors. — 42 -

106 Directors’ meetings by video conference and telephone 106.1 Any or all of the directors, or members of a committee, can take part in a directors’ meeting of the directors or of a committee by way of a video conference or conference telephone, or similar equipment, designed to allow everybody to take part in the directors’ meeting. 106.2 Taking part in this way will be counted as being present at the directors’ meeting. A directors’ meeting which takes place by way of video conference, conference telephone or similar equipment will be treated as taking place where most of the participants are. If there is no largest group, directors’ meetings will be treated as taking place where the Chairman is. 106.3 A directors’ meeting held in the way described in Article 106.1 will be valid as long as in one single place, or in places connected by way of video conference, telephone conference, or similar equipment, a quorum is prese nt. 107 Resolutions in writing 107.1 This Article applies to a resolution in writing which is signed or authenticated by all of the directors or members of a committee who would be entitled to vote on the resolution at a directors’ meeting or at a committee meeting. This kind of resolution is just as valid and effective as a resolution passed by those directors at a directors’ meeting which is properly called and held. 107.2 The resolution can be passed using several copies of a document, if each copy is signed or authenticated by one or more directors. 107.3 A resolution in writing signed or authenticated by an alternate director does not need also to be approved by his appointor. If the resolution in writing is signed or authenticated by a director who has appointed an alternate director, it does not need to be approved by the alternate director acting in that capacity. 107.4 A resolution in writing will be valid at the time it is signed or authenticated by the last director. 108 The validity of d irectors’ actions Everything which is done by any directors’ meeting, or by a committee of the directors, or by a person acting as a director, or as a member of a committee, will, in favour of anyone dealing with the Company in good faith, be valid even though it is discovered later that any director, or person acting as a director, was not properly appointed or elected. This also applies if it is discovered later that anyone was disqualified from being a director, or had ceased to be a director, or was not entitled to vote. In any of these cases, in favour of anyone dealing with the Company in good faith, anything done will be as valid as if there was no defect or irregularity of the kind referred to in this Article. — 43 -

DIRECTORS’ INTERESTS

109 Directors’ interests in transactions with the Company

109.1 If the Companies Acts allow, and if he has disclosed to the directors the nature and extent of his interest, a director can, notwithstanding his being a director:

(a) be a party to, or otherwise interested in, any existing or proposed contract, transaction or arrangement with the Company or in which the Company is otherwise interested;

(b) be a director of, or occupy an office or place of profit (other than as auditor) in, and in any such case on terms (including pay) which the directors can decide, or be employed by, or be a party to any existing or proposed contract, transaction or arrangement with, or otherwise be interested in, any company promoted by the Company or in which the Company is otherwise interested; or

(c) alone (or any firm of which he is a partner, employee or member can) act in a professional capacity for the Company (other than as auditor) and be paid for this.

109.2 A director will not, unless he agrees otherwise, have to hand over to the Company any benefit which he derives from any of the interests described above, and no contract, transaction or arrangement of the type described above will be liable to be avoided on the grounds of any director’s interest or benefit.

109.3 If the Company holds or owns shares in another company, the directors can exercise votes attached to such shares or if any of the directors are directors of such other company, they may vote as directors of that other company in such manner as they think fit.

110 When directors can vote on things in which they are interested

110.1 Unless the Articles say otherwise, a director cannot vote on a resolution about a contract or any other kind of proposal in which he has a material interest. For this purpose, any interest of a person who is connected with a director within the meaning of the Companies Acts will be treated as if it were an interest of the director himself. However, the director can vote if the interest is only an interest in the Company’s shares, debentures or other securities. If a director cannot vote on a resolution, the director cannot be counted in the quorum when the directors vote on that resolution.

110.2 However, if the Companies Acts permit, a director can (in the absence of a material interest other than one which is listed below) vote, and be counted in the quorum, on any resolution about any of the following matters, namely:

· giving him, or any other person, any guarantee, security or indemnity for any money which he, or that other person, has lent at the request of, or for the benefit of, the Company or any of its subsidiary undertakings;

· giving him, or any other person, any security or an indemnity for any liability which he, or that other person, has incurred at the request, or for the benefit of, the

· Company or any of its subsidiary undertakings;

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giving any guarantee, security or indemnity, to him, or any other person, for a debt or obligation which is owed by the Company, or any of its subsidiary undertakings, if the director has taken responsibility by giving a guarantee, indemnity or security for some or all of that debt or obligation;

any proposal relating to an offer of any shares, debentures or other securities, of or by the Company, or any of its subsidiary undertakings, if the director takes part because he is a holder of shares, debentures or other securities, or if he takes part in the underwriting or sub-underwriting of the offer;

any proposal involving any other company in which the director (together with any person connected with the director within the meaning of the Companies Acts), has any kind of interest (including holding any position in that company, or being a shareholder of that company). But this exemption does not apply if he knows that he, and any people connected with him, hold an interest in shares (as defined for Part 22 of the Companies Act 2006) representing 1 per cent or more of:

any class of equity share capital of such company (or any third company through which his interest is derived); or

the voting rights in that company.

Any such interest of 1 per cent or more is treated for the purposes of this Article as being material interest;

any proposal relating to an arrangement for the benefit of employees of the Company, or any of its subsidiary undertakings, which only gives him benefits which are also generally given to the employees to whom the arrangement relates;

any proposal relating to any insurance which the Company proposes to buy or renew for the benefit of directors, or of a group of people which includes directors; or

any proposal relating to: (i) the granting of an indemnity to directors; or (ii) the funding of reasonable expenditure by one or more directors in defending civil or criminal proceedings, or in connection with any application under the provisions referred to in Section 337A(2) of the Companies Act 1985; or (iii) the doing of anything to enable such a director or directors to avoid incurring such expenditure, by the Company or any of its subsidiary undertakings.

110.3 A director cannot vote or be counted in the quorum on a resolution relating to appointing that director to a position within the Company or any company in which the Company has an interest or the terms and termination of the appointment.
110.4 This Article applies if the directors are considering proposals about appointing two or more directors to positions with the Company or any company in which the Company has an interest. It also applies if the directors are considering the terms or termination of such appointments. These proposals can be split up to deal with each director separately. If this is done, each director can vote and be included in the quorum for each resolution, except the one concerning him. But he cannot vote if the resolution relates to appointing him to a company in which the Company is interested in if he has an interest of 1 per cent or more in that company of the nature described in Article 110.2.

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110.5 If any question comes up at a directors’ meeting about whether a director has a material interest, or whether he can vote or be counted in the quorum, and the director does not agree to abstain from voting on the issue or not be counted in the quorum, the question must be referred to the chairman of the directors’ meeting (unless the Chairman is the director in question, in which case the other directors will choose another amongst them to act as chairman in dealing with this question). The Chairman’s ruling about any other director is final and conclusive, unless the nature and extent of the director’s interest has not been fairly disclosed to the other directors.

111 More about directors’ interests

For the purpose of Articles 109 and 110 and this Article, a director who is in any way interested shall state the nature of his interest at a directors’ meeting in accordance with the Companies Acts, and:

· a general notice given to the directors that a director has an interest of the kind stated in the notice in any contract, transaction or arrangement which involves any company or person identified in the notice is treated as a standing disclosure that the director has that interest;

· an interest of a person who is connected with the director within the meaning of the Companies Acts will be treated as an interest of the director;

· interests (whether his or of any person connected with the director within the meaning of the Companies Acts) which are unknown to the director and which it is unreasonable to expect him to know about are ignored.

DIRECTORS’ COMMITTEES

112 Delegating powers to committees

The directors can delegate any of their powers, or discretions, to committees of one or more directors. This includes powers or discretions relating to directors’ pay or giving benefits to directors. If the directors have delegated any power or discretion to a committee, any references in these Articles to using that power or discretion include its use by the committee. Any committee must comply with any regulations laid down by the directors. These regulations can require or allow people who are not directors to be coopted onto the committee, and can give voting rights to co-opted members. But:

· there must be more directors on a committee than co-opted members; and

· a resolution of the committee is only effective if a majority of the members of the committee present at the time of the resolution were directors.

113 Committee procedure

If a committee includes two or more people, the Articles which regulate directors’ meetings and their procedure will also apply to committee meetings (if possible), unless these are inconsistent with any regulations for the committee which have been laid down under Article 112.

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DIRECTORS’ POWERS

114 The directors’ management powers

114.1 The Company’s business will be managed by the directors. They can use all the Company’s powers except where the Articles, or the Companies Acts, provide that powers can only be used by the shareholders voting to do so at a General Meeting. The general management powers under this Article are not limited in any way by specific powers given to the directors by other Articles.

114.2 The directors are, however, subject to:

· the provisions of the Companies Acts;

· the requirements of the Memorandum or these Articles; and

· any other requirements (whether or not consistent with these Articles) which are approved by the shareholders by passing a special resolution at a General Meeting.

However, if any change is made to the Memorandum or these Articles or if the shareholders approve a requirement relating to something which the directors have already done which was within their powers, this will not invalidate any prior act of the directors which would otherwise have been valid.

115 The power to establish local boards

115.1

The directors can set up local committees, local boards or local agencies to manage any of the Company’s business. These can be either in or outside the United Kingdom. The directors can appoint, remove and re-appoint anybody (who need not be a director) to be:

· members of any local committee, board or agency; or

· managers or agents of the Company.

115.2 The directors can:

decide on the pay and other benefits of people appointed under this Article; delegate any of their authority, powers or discretions to: (i) any local board or committee; or

(iii) any manager, or agent of the Company;

· allow local committees or boards, managers or agents to delegate to another person;

· allow the members of local committees, boards or agencies to fill any vacancies on them;

· allow the members of local committees, boards or agencies to continue to act even though there are vacancies on them;

· remove any people they have appointed under this Article; and

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· cancel or change an appointment or delegation made under this Article, although this will not affect anybody who acts in good faith who has not had any notice of any cancellation or variation.

Any appointment or delegation by the directors which is referred to in this Article can be on any terms and conditions decided on by the directors.

115.3 A person who is employed by, or occupies an office with, the Company may be given a title which includes the words “Associate Director”. This will not imply that such person is a director of the Company or that he is entitled to act as a director or be deemed to be a director for the purposes of these Articles.

116 The power to appoint attorneys

116.1 The directors can appoint anyone (including the members of a group which changes over time) as the Company’s attorney or attorneys by granting a power of attorney or by authorising him or them in some other way. The attorney or attorneys can either be appointed directly by the directors, or the directors can give someone else the power to select attorneys. The directors can decide on the purposes, powers, authorities and discretions of attorneys.

116.2 The directors can decide for how long a power of attorney will last and they can apply any terms and conditions to it. The power of attorney can also include any provisions which the directors decide on for the protection and convenience of anybody dealing with the attorney. The power of attorney can also allow the attorney to sub-delegate any or all of his power, authority or discretion to any other person.

117 Borrowing powers

So far as the Companies Acts allow, the directors can exercise all the powers of the

Company to:

· borrow money;

· issue (subject to the provisions of the Companies Acts regarding authority to allot debentures convertible into shares) debentures and other securities; and

· give any form of:

· guarantee; and

· security, either outright or as collateral and over all or any of the Company’s undertaking, property and uncalled capital,

for any debt, liability or obligation of the Company or of any third party.

118 Borrowing restrictions

118.1 The directors must:

· limit the Borrowings of the Company and

· exercise all voting and other rights or powers of control exercisable by the

· Company in relation to its subsidiary undertakings

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· to ensure that the total amount of all Borrowings by the Group outstanding at any time will not exceed 1.5 times the Adjusted Total of Capital and Reserves at such time.

This limitation on Borrowings will only affect subsidiary undertakings to the extent that the directors can restrict the borrowings of the subsidiary undertakings by exercising the rights or powers of control which the Company has over its subsidiary undertakings. The Company may consent in advance to exceeding the borrowing limit by passing an ordinary resolution at a General Meeting.

118.2 In this Article:

Group means the Company and its subsidiary undertakings for the time being;

Adjusted Total of Capital and Reserves means the aggregate of the share capital and reserves as shown in the latest audited consolidated balance sheet of the Group (including the amount paid up or credited as paid up on the issued share capital of the

Company, the share premium account, capital redemption reserve, profit and loss account and other reserves included within the Group’s equity shareholders’ funds) (the “Reserves”) but:

· adjusted as appropriate in respect of any variation to the paid up share capital or reserves since the date of the latest audited consolidated balance sheet as recorded within the monthly management accounting records of the Group prepared in accordance with the accounting bases and principles applied in the preparation of its latest audited consolidated balance sheet;

· adding any amount which has been deducted at any time from the Reserves of the Group for goodwill arising on consolidation either by direct charge to Reserves or by charge to the Group’s consolidated profit and loss account; and

· making such other adjustments (if any) as the auditors of the Company consider appropriate.

Borrowings means the aggregate amount of all liabilities and obligations of the Group which in accordance with the accounting bases and principles of the Group are treated as borrowings in the latest audited consolidated balance sheet of the Group but:

· adjusted as appropriate in respect of any variation to borrowings since the date of the latest audited consolidated balance sheet as recorded within the monthly management accounting records of the Group prepared in accordance with the accounting bases and principles applied in its latest audited consolidated balance sheet;

· excluding any borrowings under finance or structured tax lease arrangements to the extent matched as part of those arrangements by deposits of cash or cash equivalent investments which are treated by the creditor concerned as available to reduce its net exposure; and

· making such other adjustments (if any) as the auditors of the Company consider appropriate.

118.3 The determination of the Company’s auditors as to the amount of the Adjusted Total of Capital and

Reserves and the total amount of Borrowings at any time shall be conclusive and binding on all concerned and for the purposes of their computation the Company’s

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auditors may at their discretion make such further or other adjustments (if any) or determinations as they think fit. Nevertheless the directors may act in reliance on a bona fide estimate of the amount of the Adjusted Total of Capital and Reserves and the total amount of Borrowings at any time and if in consequence the borrowing limit is inadvertently exceeded an amount of borrowings equal to the excess may be disregarded until the expiration of three months after the date on which by reason of a determination of the Company’s auditors or otherwise the directors became aware that such a situation has or may have arisen.

118.4 No lender or other person dealing with the Group need be concerned whether the borrowing limit is observed. No debt incurred or security given in breach of the borrowing limit will be invalid or ineffective unless the lender or the recipient of the security had express notice at the time when the debt was incurred or security given, that the limit had been or would as a result be breached.

ALTERNATE DIRECTORS

119 Alternate directors

119.1 Any director may appoint any person (including another director) to act in his place (such person is called an alternate director). Such appointment requires the approval of the directors, unless the proposed alternate director is another director. A director appoints an alternate director by delivering an appointment notice signed or authenticated in accordance with Article 147 by him (or in any other manner which has been approved by the directors) to the Registered Office. An alternate director need not be a shareholder.

119.2 The appointment of an alternate director ends if the director appointing him ceases to be a director, unless that director retires at a General Meeting at which he is re-elected under Article 93.1. A director can also remove his alternate by delivering a notice signed or authenticated in accordance with Article 147 by him (or doing something else which has been approved by the directors) delivered to the Registered Office. An alternate director can also be removed as an alternate by a resolution of the directors.

119.3 An alternate director is entitled to receive notices of directors’ meetings once he has given the Company an address to which notices may be served on him. He is entitled to attend and vote as a director at any such meeting at which the director appointing him is not personally present and generally at such meeting to perform all functions of the director appointing him as a director. If he is himself a director or attends any such meeting as an alternate for more than one director, he will have one vote for each director for whom he acts as an alternate, in addition to his own vote as a director. However, he may not be counted more than once for the purposes of the quorum. If his appointor is temporarily unable to act through ill health or disability his signature of or authentication of any resolution in writing of the directors is as effective as the signature or authentication of his appointor.

119.4 If the directors decide to allow this, Article 119.3 also applies in a similar fashion to any meeting of a committee of which his appointor is a member.

119.5 An alternate director shall be an officer of the Company and shall alone be responsible to the Company for his own actions and mistakes. Except as said in this Article 119, an alternate director:

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· does not have power to act as a director;

· is not considered to be a director for the purposes of the Articles;

· is not considered to be the agent of his appointor; and

· cannot appoint an alternate director.

119.6 Subject to the Companies Acts, an alternate director is entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent as if he were a director. However, he is not entitled to receive from the Company as alternate director any pay, except only such part (if any) of the pay otherwise payable to his appointor as such appointor may direct the Company in writing to pay to his alternate.

THE SECRETARY

120 The Secretary and Deputy and Assistant Secretaries

120.1 The Secretary is appointed by the directors. The directors decide on the terms and period of his appointment so long as allowed to do so by the Companies Acts. The directors can also remove the Secretary, but this does not affect any claim for damages against the Company for breach of any contract between him and the Company.

120.2 The directors can also appoint one or more people to be deputy or assistant secretary. Anything which the Companies Acts allow to be done by or to the Secretary can, if there is no Secretary, or he is for any reason not capable of doing what is required of him, also be done by or to any deputy or assistant secretary. If there is no deputy or assistant secretary capable of acting, the directors can appoint any officer to do what would be required of the deputy or assistant secretary.

120.3 Anything which the Companies Acts allow to be done by or to a director and the Secretary, cannot be done by or to one person acting as both a director and a Secretary.

THE SEAL

121 The Seal

121.1 The directors are responsible for arranging for the Common Seal and any Securities Seal to be kept safely. The Common Seal and any Securities Seal can only be used with the authority of the directors or of a committee authorised by the directors to use it. The Securities Seal can be used only for sealing securities issued by the Company in certificated form and sealing documents creating or evidencing securities issued by the

Company.

121.2 Subject to the provisions of these Articles which relate to share certificates, every document which is sealed using the Common Seal must be signed personally by:

· one director and the Secretary; or

· two directors; or

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any other persons who are authorised to do so by the directors.

121.3 Where a signature is required to witness the Common Seal, the directors may decide that the individual need not sign the document personally but that his signature may be printed on it mechanically, electronically or in any other way the directors approve.

121.4 Securities and documents which have the Securities Seal stamped on them do not need to be signed unless the directors or the Companies Acts require this.

121.5 The directors can use all the powers given by the Companies Acts relating to official seals for use abroad.

121.6 Certificates for debentures or other securities of the Company may be printed in any way and may be sealed and/or signed for in any manner allowed by these Articles.

121.7 As long as it is allowed by the Companies Acts, any document signed by one director and the Secretary or by two directors and expressed to be entered into by the Company shall have the same effect as if it had been made effective by using the Common Seal. However no document which states that it is intended to have effect as a deed shall be signed in this way without the authority of the directors or of a committee authorised by the directors to give such authority.

AUTHENTICATING DOCUMENTS

122 Establishing that documents are genuine

122.1 Any director, or the Secretary, has power to identify as genuine any of the following and to certify copies or extracts from them as true copies or extracts: any documents relating to the Company’s constitution;

· any resolutions passed by the shareholders or any class of shareholders, or by the directors or by a committee of the directors; and

· any books, documents, records or accounts which relate to the Company’s business.

The directors can also delegate this power to other people.

122.2 When any books, documents, records or accounts are not kept at the Registered Office, the officer of the Company who has custody of them is treated as a person who has been authorised by the directors to identify them as genuine and to provide certified copies or extracts from them.

122.3 A document which appears to be a copy of a resolution or an extract from the minutes of any meeting, and which is certified as a copy or extract as described in Article 122.1 or 122.2 is conclusive evidence for anyone who deals with the Company on the strength of the document that:

· the resolution has been properly passed; or

· the extract is a true and accurate record of the proceedings of a valid meeting.

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RESERVES

123 Setting up reserves

The directors can, before recommending any dividend, set aside any profits of the Company and hold them in a reserve. The directors can decide to use these sums for any purpose for which the profits of the Company can lawfully be used. Sums held in a reserve can either be employed in the business of the Company or be invested. The directors can divide the reserve into separate funds for particular purposes and alter the funds into which the reserve is divided. The directors can also carry forward any profits without holding them in a reserve.

DIVIDENDS

124 No dividends are payable except out of profits

124.1 No dividend can be paid otherwise than out of profits available for distribution under the Companies Acts.

124.2 The profits of the Company which are determined to be distributed will be used in the payment of dividends to shareholders in accordance with their respective rights and priorities.

125 Final dividends

The directors may recommend the amount of any final dividend. The shareholders can then declare dividends by passing an ordinary resolution, but the amount declared cannot exceed the amount recommended by the directors.

126 Fixed and interim dividends

126.1 If the directors consider that the profits of the Company justify such payments, they can pay:

· fixed dividends on any class of shares carrying a fixed dividend on the dates fixed for the payment of those dividends; and

· interim dividends on shares of any class of any amounts and on any dates and for any period which they decide.

126.2 If the directors act in good faith, they are not liable to any shareholders for any loss they may suffer because a lawful dividend has been paid under this Article on other shares which rank equally with or behind their shares.

127 Dividends not in cash

If the directors recommend this, shareholders can pass an ordinary resolution to direct all or part of a dividend to be paid by distributing specific assets (and in particular paid-up             shares or debentures of any other company) rather than cash. The directors must give

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effect to that resolution. Where any difficulty arises on the distribution and valuation of the assets, the directors can settle it as they decide. In particular, they can:

· issue fractional certificates;

· value assets for distribution purposes;

· pay cash of a similar value to adjust the rights of persons entitled to the dividend; and/or

· transfer any assets to trustees for persons entitled to the dividend.

128 Calculation and currency of dividends

128.1 All dividends will be divided and paid in proportions based on the amounts which have been paid-up on the shares during any period for which the dividend is paid. Sums which have been paid-up in advance of calls do not count in calculating the amount of a dividend to be paid on a share. If the terms on which any share is issued provide that such share will be entitled to a dividend as if it were a fully paid-up, or partly paid-up, share from a particular date (in the past or the future), it will be entitled to a dividend on this basis. This Article applies unless the rights attached to any shares, or the terms of any shares, provide otherwise.

128.2 Unless the rights attached to any shares, or the terms of any shares, or the Articles provide otherwise, a dividend, or any other money payable in respect of any share, can be paid to a shareholder in whatever currency the directors decide, using an appropriate exchange rate selected by the directors for any currency conversions which are required.

128.3 The directors can decide that a particular Approved Depositary should be able to receive dividends in a currency other than the currency in which it is declared and can make arrangements accordingly. In particular, if an Approved Depositary has chosen or agreed to receive dividends in another currency, the directors can make arrangements with the Approved Depositary for payment to be made to the Approved Depositary for value on the date on which the relevant dividend is paid, or a later date decided on by the directors.

129 Deducting amounts owing from dividends and other money If a shareholder owes any money for calls on shares, or money relating in any other way to shares, the directors can deduct any of this money (as long as it is immediately payable) from:

· any dividend on any shares held by the shareholder; or

· any other money payable by the Company in connection with the shares.

Money deducted in this way can be used to pay amounts owed to the Company in connection with the shares.

130 Payments to shareholders

130.1 Any dividend or other money payable in cash (whether in sterling or foreign currency)

relating to a share can be paid:

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· by cheque or warrant or any other similar financial instrument made payable to the shareholder who is entitled to it and sent direct to his registered address or, in the case of joint shareholders, to the shareholder who is first named in the Register and sent direct to his registered address, or to someone else named in an instruction in writing from the shareholder (or from all joint shareholders);

· in the case of shares in uncertificated form, by the use of a relevant system;

· by inter-bank transfer, electronic form, electronic means or by means of a website to an account named in an instruction in writing from the person receiving the payment; and/or

· in some other way agreed between the shareholder (or all joint shareholders) and the Company.

130.2 For joint shareholders, the Company can rely on a receipt for a dividend or other money paid on shares from any one of them.

130.3 Cheques and warrants are sent, and payment in any other way is made, at the risk of the people who are entitled to the money. The Company is treated as having paid a dividend if such a cheque or warrant is cleared or if a payment using a relevant system, bank transfer, electronic form, electronic means or by means of a website is made in accordance with instructions given by the Company. The Company will not be responsible for a payment which is lost or delayed.

130.4 The Company will not pay interest on any dividend or other money due to a shareholder in respect of his shares, unless the rights of the shares provide otherwise.

131 Record dates for payments and other matters

Any dividend or distribution on shares of any class can be paid to the holder or holders of the shares shown on the Register, at the close of business on whatever day may be provided in the resolution declaring the dividend or providing for the distribution. The dividend or distribution will be based on the number of shares registered on that day. This Article applies whether what is being done is the result of a resolution of the directors or a resolution passed at a General Meeting. The date can be before any relevant resolution was passed. This Article does not affect the rights to the dividend or distribution as between past and present shareholders.

132 Dividends which are not claimed

132.1 If a dividend has not been claimed for one year after the passing of either the resolution passed at a General Meeting declaring that dividend or the resolution of the directors providing for payment of that dividend, the directors may invest the dividend or use it in some other way for the benefit of the Company until the dividend is claimed. If the directors pay unclaimed dividends into a separate account, the Company will not be a trustee of the money and will not be liable to pay any interest on it. If a dividend has not been claimed for 12 years after either the passing of the relevant resolution either declaring that dividend or providing for payment of that dividend, it will be forfeited and belong to the Company again.

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132.2 The Company can stop paying dividends by cheque, warrant or other payment order if cheques, warrants or other payment orders for two dividends in a row are sent back or not cashed. The Company must start paying dividends in this way again if the shareholder or a person automatically entitled to the shares by law:

· claims those dividends in writing (before they are forfeited under Article 132.1); and

· does not tell the Company to start paying future dividends in some other way.

133 Waiver of dividends

Where a shareholder wants to waive his entitlement to all or any part of a dividend, he may do so by delivering a notice in writing to that effect, signed or authenticated in accordance with Article 147 by him, to the Company. If appropriate, the notice in writing may be signed or authenticated in accordance with Article 147 by whoever has become automatically entitled to the shares by law. For the waiver to be effective, the Company must accept the notice in writing and act on it. The Company may, however, decline to act on the notice in writing and continue to pay dividends to the shareholder accordingly.

CAPITALISING RESERVES

134 Capitalising reserves

134.1 Subject to any special rights attaching to any class of shares, the shareholders can pass an ordinary resolution to allow the directors to change into capital any sum which:

· is part of any of the Company’s reserves (including premiums received when any shares were issued, capital redemption reserves or other undistributable reserves); or

· the Company is holding as undistributed profits.

134.2 Unless the ordinary resolution states otherwise the directors will use the sum which is changed into capital for the Ordinary Shareholders on the Register at the close of business on the day the resolution is passed (or another date stated in the resolution or fixed as stated in the resolution). The sum set aside must be used to pay up in full shares of the Company and to allot such shares and distribute them to holders of Ordinary Shares as bonus shares in proportion to their holdings of Ordinary Shares at the time. The shares can be Ordinary Shares or, if the rights of other existing shares allow this, shares of some other class.

134.3 If any difficulty arises in operating this Article, the directors can resolve it in any way which they decide. For example they can deal with entitlements to fractions of a share. They can decide that the benefit of fractions of a share belongs to the Company or that fractions of a share are ignored or deal with fractions of a share in some other way.

134.4 The directors can appoint any person to sign any contract with the Company on behalf of those who are entitled to shares under the resolution. Such a contract is binding on all concerned.

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SCRIP DIVIDENDS

Ordinary Shareholders can be offered the right to receive extra shares instead of cash dividends

The directors can offer Ordinary Shareholders the right to choose to receive extra Ordinary Shares, which are credited as fully paid-up, instead of some or all of their cash dividend. Before they can do this, the shareholders must have passed an ordinary resolution authorising the directors to make this offer.

The ordinary resolution can apply to a particular dividend or dividends (whether declared or not). Alternatively, it can apply to some or all of the dividends which may be declared or paid in a specified period. The specified period must end no later than five years after the ordinary resolution is passed.

135

135.1

135.2

135.3 The directors can offer Ordinary Shareholders or persons automatically entitled by operation of law the right to request new Ordinary Shares instead of cash for:

· the next dividend; or

· all future dividends (if shares are made available as an alternative to a cash dividend), until they tell the Company that they no longer wish to receive new

· Ordinary Shares.

The directors can also allow Ordinary Shareholders to choose between these alternatives.

135.4

135.5

An Ordinary Shareholder opting for new shares is entitled to Ordinary Shares whose total relevant value is as near as possible to the cash dividend (disregarding any tax credit) he would have received, but no greater than such cash dividend.

The relevant value of an Ordinary Share is a value calculated in the manner set out in the ordinary resolution or, if the ordinary resolution does not set out how the relevant value of an Ordinary Share is to be calculated, then the relevant value of an Ordinary Share is the average value of the Ordinary Shares for the five dealing days starting from, and including, the day when the shares are first quoted “ex dividend ”. This average value is worked out from the average middle market quotations for the Ordinary Shares on the London Stock Exchange, as published in its Daily Official List. A certificate or report from the Company’s auditors as to the amount of the relevant value will be conclusive evidence of that amount.

After the directors have decided to apply this Article to a dividend, they must notify eligible Ordinary Shareholders in writing of their right to choose new Ordinary Shares. This notice should also set out the procedure by which the Ordinary Shareholders must notify the Company if they wish to receive new Ordinary Shares. Where Ordinary Shareholders have already chosen to receive new Ordinary Shares in place of all cash future dividends, if new Ordinary Shares are available, the Company will not notify them of a right to receive new Ordinary Shares. Instead, the Company will remind them that they have already chosen to receive new Ordinary Shares and explain to them how to tell the Company if they wish to start receiving cash dividends again.

The directors can set a minimum number of Ordinary Shares in respect of which the right to choose new Ordinary Shares can be exercised. No Ordinary Shareholder or person

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135.6

135.7

who is automatically entitled to an Ordinary Share by law will receive a fraction of a share. The directors can decide how to deal with any fractions left over and the Company can, if the directors decide, receive the benefit of any or all of these.

The directors can exclude or restrict the right to choose new Ordinary Shares, or make any other arrangements where they decide that:

· this is necessary or convenient to deal with any legal or practical problems in relation to holders of Ordinary Shares with registered addresses in any particular territory under the laws of any territory, or requirements of any recognised regulatory body or stock exchange in any territory; or

· special formalities would otherwise apply in connection with the offer of new

· Ordinary Shares (including Ordinary Shares being represented by American Depositary Shares); or

· it would be impractical or unduly onerous to give the right to any Ordinary Shareholder or that for some other reason the offer should not be made to them.

The directors can exclude or restrict the right to choose new Ordinary Shares in the case of any shareholder who is an Approved Depositary or a nominee for an Approved Depositary. They can do this if the offer or exercise of the right to or by the people on whose behalf the Approved Depositary holds the shares would suffer from legal or practical problems of the kind mentioned in Article 135.8. If other Ordinary Shareholders (other than those excluded under Article 135.8) have the right to choose new Ordinary Shares, the directors must be satisfied that an appropriate dividend reinvestment plan or similar arrangement is available to a substantial majority of the people on whose behalf the Approved Depositary holds shares or that such arrangements will be available promptly. The first sentence of this Article 135.9 does not apply until the directors are satisfied of this.

135.8

135.9

135.10 If an Ordinary Shareholder chooses to receive new Ordinary Shares, no dividend on the Ordinary Shares for which he has chosen to receive new Ordinary Shares (which are called the elected shares), will be declared or payable. Instead, new Ordinary Shares will be allotted on the basis set out earlier in this Article. To do this the directors will convert into capital a sum equal to the total nominal value of the new Ordinary Shares to be allotted.

They will use this sum to pay up in full the appropriate number of new Ordinary Shares. These will then be allotted and distributed to the holders of the elected shares as set out above. The sum to be converted into capital can be taken from any amount which is then in any reserve or fund (including the share premium account, any capital redemption reserve and the profit and loss account). Article 134 applies to this process, so far as it is consistent with this Article 135.

135.11 The new Ordinary Shares rank equally in all respects with the existing fully paid-up

Ordinary Shares at the time the new Ordinary Shares are allotted. The new Ordinary Shares are not entitled to share in the dividend from which they arose or any other dividend or distribution or other entitlement which has been declared, made or paid or is payable by reference to such record date or earlier record date.

135.12 Unless the directors decide otherwise or the CREST Regulations or the rules of a relevant system require otherwise, any new Ordinary Shares which an Ordinary Shareholder has chosen to receive instead of some or all of his cash dividend will be:

· shares in uncertificated form if the corresponding elected shares were uncertificated             shares on the record date for that dividend; and

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· shares in certificated form if the corresponding elected shares were shares in certificated form on the record date for that dividend.

135.13 The directors can decide that new Ordinary Shares will not be available in place of any cash dividend. They can decide this at any time before new Ordinary Shares are allotted in place of such dividend, whether before or after Ordinary Shareholders have chosen to receive new Ordinary Shares.

135.14 The directors have the power to do all acts and things they consider necessary to give effect to this Article.

ACCOUNTS

136 Accounting and other records

136.1 The directors must make sure that proper accounting records that comply with the

Companies Acts are kept. These records must explain the Company’s transactions and show its financial position at any time with reasonable accuracy.

136.2 The directors must, in accordance with the Companies Acts, ensure that the profit and

loss accounts, balance sheets, group accounts (if any) and reports specified in the

Companies Acts are prepared and laid before the Company at a General Meeting.

136.3 The auditors’ report must be laid before the Company in General Meeting and must be

open for inspection as required by the Companies Acts.

137 Location and inspection of records

137.1 The accounting records must be kept:

at the Registered Office; or

at any other place which the Companies Acts allow and the directors decide on.

137.2 The Company’s officers always have the right to inspect the accounting records.

137.3 No shareholder (other than a shareholder who is also an officer) has any right to inspect

any books or papers of the Company unless:

the Companies Acts or a proper court order give him that right; or

the directors authorise him to do so; or

he is authorised by an ordinary resolution to do so.

138 Sending copies of accounts and other documents

138.1 This Article applies to every directors’ and auditors’ report and balance sheet and profit and

loss account to be laid before the shareholders at a General Meeting with any other

document which the Companies Acts requires to be attached to these.

138.2 Copies of the documents set out in Article 138.1 must be delivered or sent to the

shareholders and debenture holders at their registered addresses and to all other people

to whom the Articles, or the Companies Acts or the requirements of the UK Listing

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Authority or the London Stock Exchange (or of any other stock exchange on which all or any of the shares of the Company have been admitted for listing) require the Company to send them. This must be done at least 21 days before the relevant General Meeting. However, the Company need not send these documents to shareholders who are sent summary financial statements in accordance with the Companies Acts.

138.3 Shareholders or debenture holders who are not sent copies of the above documents in

Article 138.2 can receive a copy free of charge by applying to the Company at the

Registered Office.

AUDITORS

139 Actions of auditors

The directors must appoint auditors for the Company. The duties of the auditors will be

regulated in accordance with the Companies Acts. So far as the Companies Acts allow,

the actions of a person acting as an auditor are valid in favour of anyone dealing with the

Company in good faith, even if there was some defect in the person’s appointment or

qualification to act as an auditor.

140 Auditors at General Meetings

The Company’s auditor can attend any General Meeting. He can speak at General

Meetings on any business which is relevant to him as auditor.

COMMUNICATIONS WITH SHAREHOLDERS

141 Serving and delivering notices and other documents

141.1 To the extent permitted and unless required otherwise by the Companies Acts, any other

Act applying to the Company or these Articles, the Company can send, serve, supply or

deliver any offer, notice, information or any other document, including a share certificate,

on or to a shareholder:

personally;

by posting it in a letter (with postage paid) to the shareholder’s registered address

or by causing it to be left at that address in some other way; or

by electronic means and/or by making such offers, notices, information or

documents available on a website.

141.2 The Company Communication Provisions have effect for the purposes of any provisions

of the Companies Acts or these Articles that authorise or requires offers, notices,

information or any other documents to be sent, served, supplied or delivered by or to the

Company.

141.3 Articles 141 to 147 do not affect any provision of the Companies Acts requiring offers,

notices, information or documents to be sent, served, supplied or delivered in a particular

way.

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142 Notices to joint holders

142.1

Anything which needs to be agreed or specified by the joint holders of a share shall for all purposes be taken to be agreed or specified by all the joint holders where it has been agreed or specified by the joint holder whose name stands first in the Register in respect of the share.

Any offer, notice, information or any other document which is authorised or required to be sent or supplied to joint holders of a share may be sent or supplied to the joint holder whose name stands first in the Register in respect of the share, to the exclusion of the other joint holders. For such purpose, a joint holder having no registered address in the United Kingdom and not having supplied an address within the United Kingdom for the service of notices may, subject to any Act applying to the Company, be disregarded.

The provisions of this Article shall have effect, subject to the Companies Acts, in place of the Company Communications Provisions regarding notices to joint holders.

142.2

142.3

143 Notices for shareholders with foreign addresses

Subject to the Companies Acts and any other Act applying to the Company, the Company shall not be required to send offers, notices, information or any other documents to a shareholder who (having no registered address within the United Kingdom) has not supplied to the Company a postal address within the United Kingdom for the service of notices.

144 When notices are served

144.1

144.2

If an offer, notice, information or any other document is delivered or served by hand, it is treated as being delivered or served at the time it is handed to the shareholder or left at his registered address.

If an offer, notice, information or any other document (including a share certificate) is sent or supplied by the Company in hard copy form, or in electronic form, but to be delivered other than by electronic means, and which is sent by pre-paid post and properly addressed shall be deemed to have been received by the intended recipient at the expiration of 24 hours after the time it was posted, and in proving such receipt it shall be sufficient to show that such offer, notice, information or other document was properly addressed, pre-paid and posted.

If an offer, notice, information or any other document is sent or supplied by the Company by electronic means it shall be deemed to have been received by the intended recipient 2 hours after it was transmitted, and in proving such receipt it shall be sufficient to show that such offer, notice, information or other document was properly addressed.

If an offer, notice, information or any other document is sent or supplied by the Company by means of a website it shall be deemed to have been received when the material was first made available on the website or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.

This Article shall have effect, subject to any mandatory provision of the Companies Acts and any other Act applying to the Company, in place of the Company Communications

144.3

144.4

144.5

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Provisions relating to when offers, notices, information or any other documents are deemed delivered.

Serving notices and documents on shareholders who have died or are bankrupt

A person who claims to be entitled to a share in consequence of the death or bankruptcy of a shareholder or otherwise by operation of law shall supply to the Company:

· such evidence as the Directors may reasonably require to show his title to the share; and

· an address within the United Kingdom for the service of notices,

whereupon he shall be entitled to have served upon or delivered to him at such address any offer, notice, information or any other document to which the said shareholder would have been entitled, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such offer, notice, information or any other document on all persons interested (whether jointly with or claiming through or under him) in the share.

Save as provided by paragraph 145.1, any offer, notice, information or any other document delivered or sent to the address of any shareholder in pursuance of these Articles shall, notwithstanding that such shareholder be then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly delivered or sent in respect of any share registered in the name of such shareholder as sole or first-named joint holder.

The provisions of this Article shall have effect in place of the Company Communications Provisions regarding the death or bankruptcy of a holder of shares in the Company.

145

145.1

145.2

145.3

146 If documents are accidentally not sent or the postal services are suspended

146.1

146.2

The accidental failure to send, or the non-receipt by any person entitled to any offer, notice, information or any other document relating to any meeting or other proceeding shall not invalidate the meeting or other proceeding.

If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Company is unable to give notice by post in hard copy form of a shareholders’ meeting, such notice shall be deemed to have been given to all shareholders entitled to receive such notice in hard copy form if such notice is advertised in at least one national newspaper and such notice shall be deemed to have been given on the day when the advertisement appears. In any such case, the Company shall (i) make such notice available on its website from the date of such advertisement until the conclusion of the meeting or any adjournment thereof and (ii) send confirmatory copies of the notice by post to such shareholders if at least seven days prior to the meeting the posting of notices again becomes practicable.

147 Signature or authentication of documents

147.1

Where these Articles require an offer, notice, information or any other document to be signed or authenticated by a shareholder or any other person then any such offer, notice or other document sent or supplied in electronic form or by means of a website shall be

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sufficiently authenticated in any manner authorised by the Company Communications Provisions or in such other manner approved by the Directors.

The Directors may determine procedures for validating offers, notices, information or any other documents sent or supplied in electronic form or by means of a website, and any offer, notice, information or any other document, not validated in accordance with such procedures shall be deemed not to have been received by the Company.

MINUTES AND RECORDS

147.2

148 Minutes

148.1 The directors must ensure that minutes are entered in books kept for the purpose of:

· all appointments of officers made by the directors;

· the names of the directors present at each directors’ meeting and of any committee of the directors;

· all resolutions and proceedings at all General Meetings of the Company, the holders of any class of shares in the Company, the directors and any committees of the directors;

and every director present at any directors’ meeting or committee meeting must sign his name in a book to be kept for that purpose.

148.2

If any such minute purports to be signed or authenticated by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting this shall be conclusive evidence of the proceedings.

149 Availability of records for inspection and notifying the Registrar of Companies

149.1 The Company must keep and make available for inspection as required by the

Companies Acts:

· a register of the directors and Secretary which must include all information required by the Companies Acts (and from time to time the Company must notify the registrar of companies of changes to the register and the date of the change in the manner required by the Companies Acts);

· copies and memoranda of directors’ service contracts with the Company and any of its subsidiaries;

· a register of directors’ interests in shares or debentures of the Company or any other body corporate, being the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company. This register must be produced and remain open at each Annual General Meeting; and

· a register for recording information relating to interests in the share capital of the

· Company.

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149.2 The directors must ensure that a register is kept in accordance with the Companies Acts of all charges specifically affecting property of the Company and of all floating charges relating to assets or property of the Company, and the directors must comply with the Companies Acts in relation to registration of charges. WINDING UP 150 Directors’ power to petition The directors can present a petition to the Court in the name and on behalf of the Company for the Company to be wound up. 151 Distribution of assets in kind If the Company is wound up (whether the liquidation is voluntary, under supervision of the Court, or by the Court) the liquidator can, with the authority of an extraordinary resolution passed by the shareholders and any other sanction required by the Companies Acts, divide among the shareholders the whole or any part of the assets of the Company. This applies whether the assets consist of property of one kind or different kinds. For this

purpose, the liquidator can place whatever value he considers fair upon any property and decide how the division is carried out as between shareholders or different classes of shareholders. The liquidator can also, with the authority of an extraordinary resolution passed by the shareholders and any other sanction required by the Companies Acts, transfer any part of the assets to trustees upon any trusts for the benefit of shareholders which the liquidator decides. However no past or present shareholder can be compelled to accept any shares or other securities under this Article which carry a liability. DESTROYING DOCUMENTS 152 Destroying documents 152.1 The Company can destroy all: forms of transfer of shares, and documents sent to support a transfer, and any other documents which were the basis for making an entry on the Register, after six years from the date of registration; dividend payment instructions and notifications of a change of address or name, after two years from the date these were registered; and cancelled share certificates, one year after the date they were cancelled. 152.2 A document destroyed in accordance with Article 152.1 is conclusively treated as having been a valid and effective document in accordance with the Company’s records relating to the document. Any action of the Company in dealing with the document in accordance with its terms before it was destroyed is conclusively treated as properly taken. 152.3 Articles 152.1 and 152.2 only apply to documents which are destroyed in good faith and if the Company has not been informed that keeping the documents is relevant to any claim.

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152.4 For documents relating to shares in uncertificated form, the Company must also comply with any rules (as defined in the CREST Regulations) which limit its ability to destroy these documents. 152.5 This Article does not make the Company liable if it: destroys a document earlier than referred to in Article 152.1; or would not be liable if this Article did not exist. 152.6 This Article applies whether a document is destroyed or disposed of in any other manner. INDEMNITY AND INSURANCE 153 Indemnity 153.1 So far as the Companies Acts allow, every director, Secretary or other officer of the Company shall be indemnified by the Company out of its own funds against all costs, charges, losses, expenses and liabilities incurred by him: in performing or omitting to perform his duties; and/or in exercising or omitting to exercise his powers; and/or in purporting to do any of these things; and/or otherwise in relation to or in connection with his duties, powers or office. 153.2 So far as the Companies Acts allow, the Secretary and other officers of the Company are exempted from any liability to the Company where that liability would be covered by the indemnity in Article 153.1. 153.3 So far as the Companies Acts allow, the Company or any of its subsidiary undertakings may: (i) provide a director with funds to meet expenditure incurred or to be incurred by him in defending any civil or criminal proceedings, or in connection with any application under the provisions of the Companies Act 1985 referred to in Section 337A(2) of the Companies Act 1985; and (ii) do anything to enable a director to avoid incurring such expenditure, but so that the terms set out in Section 337A(4) of the Companies Act 1985 shall apply to any such provision of funds or other things done. 154 Insurance 154.1 For the purpose of this Article each of the following is a Relevant Company:

· the Company;

· any holding company of the Company;

· any company in which the Company or its holding company or any of the predecessors of the Company or of its holding company has or had any interest, whether direct or indirect; and

· any company which is in any way allied to or associated with the Company, or any subsidiary undertaking of the Company or such other company.

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154.2 Without limiting Article 153 in any way, the directors can arrange for the Company to purchase and maintain insurance for or for the benefit of any persons who are or were at any time: directors, officers or employees of any Relevant Company; or trustees of any pension fund or employees’ share scheme in which employees of any Relevant Company are interested. This includes, for example, insurance against any liability incurred by them for any act or omission: in performing or omitting to perform their duties; and/or in exercising or omitting to exercise their powers; and/or in claiming to do any of these things; and/or otherwise in relation to their duties, powers or offices. SHARE WARRANTS 155 Issue of Share Warrants 155.1 The Company can issue Share Warrants which state that the bearer of the Share Warrant (“Bearer”) is entitled to the shares specified in the Share Warrant. The Company can only do this in a way which is allowed under the Companies Acts and in Articles 155 to 162. Share Warrants can provide for the payment of future dividends and other distributions relating to the shares. Payment can be made by exchanging coupons which can be attached to the Share Warrants, or in any other way which the directors determine. 155.2 The Bearer of a Share Warrant is entitled to the number of shares which are specified in it. These shares can be transferred by one person delivering the Share Warrant to another. 155.3 Subject to Article 155.2, the provisions of the Articles relating to share certificates and transferring shares do not apply to Share Warrants. 155.4 Each Share Warrant must be issued under the Seal. 155.5 The directors can decide on the language and form of, and the number of shares represented by, each Share Warrant. 156 Directors can accept a certificate instead of a Share Warrant 156.1 The directors can accept a certificate from the persons referred to in Article 156.2 stating that they hold Share Warrants on behalf of someone named in the certificate as proof of matters set out in such certificate. The certificate will be in such form as the directors decide (including details of the number of shares to which the Share Warrant relates). 156.2 The only people who may deliver a certificate to the Company are the ADR Depositary or any bank or agent which has been appointed by the Company. For the purposes of

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Articles 155 to 161, the Company can treat the deposit of the certificate as though the Share Warrant itself had been deposited at the Transfer Office.

As long as the certificate is in a form agreed by the directors, the Company does not need to make any further enquiry into the accuracy of the information contained in the certificate.

156.3

157 Requesting a Share Warrant

157.1

157.2

A Share Warrant will only be issued if a shareholder requests in writing that a Share Warrant is issued for some or all of the shares which are registered in his name.

The request must be addressed to the directors at the Transfer Office. The directors can specify the form of the request, and can require that evidence is sent with the request to prove the identity of the person making the request and his right to the shares. The directors do not have to agree to this request.

Where a shareholder requests that Share Warrants are issued in relation to shares registered in his name, and there are share certificates in respect of those shares, a Share Warrant will only be issued once the share certificates have been delivered to the Transfer Office for cancellation.

A person who requests a Share Warrant (including a person requesting a Share Warrant in the circumstances described in Article 158) is responsible (and will re-imburse the Company) for all and any stamp duties, stamp duty reserve tax, bearer instrument duty, taxes, charges, fees, interest and penalties payable in connection with the issue of the Share Warrants. This Article 157.4 applies unless the person requesting the Share Warrant agrees otherwise with the Company.

157.3

157.4

158 Replacing Share Warrants

158.1

If a Share Warrant is damaged or defaced, the Bearer can request a new one, once he returns the damaged or defaced Share Warrant to the directors at the Transfer Office. Once any payments of the types described in Article 157.4 are made (if any), a new Share Warrant will be issued.

If a Share Warrant is said to have been lost, stolen or destroyed, the directors can issue a replacement (although they do not have to do so). The directors can require satisfactory evidence of the loss, theft or destruction, an indemnity, the payment of any exceptional out of pocket expenses, and payments of the types described in Article 157.4 before issuing a replacement.

The Bearer can ask the directors to cancel his existing Share Warrant and replace it with two (or more) Share Warrants which together represent the same number of shares which the original single Share Warrant represented. The directors do not have to comply with this request. If they do, the Bearer will have to surrender his original Share Warrant and can be required by the directors to make any payments of the types described in Article 157.4 before the new Share Warrants are issued.

158.2

158.3

159 Rights of the Bearer

159.1

The Bearer (or a person who has deposited his Share Warrant in accordance with Article 159.2 or if the directors so decide, Article 156.2) shall be entitled to the same rights and be

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subject to the same obligations as those to which he would be entitled or subject if he were the registered holder of the shares to which the Share Warrant relates. This is subject to the provisions of Articles 155 to 162.

Where a Bearer deposits his Share Warrant, together with a declaration in writing giving his name and address, at the Transfer Office (or some other place specified by the directors) he has certain rights at any General Meeting provided that such Share Warrant is deposited at least 48 hours in advance of such meeting. For as long as the Share Warrant remains so deposited, the person who deposited it will have the following rights as if he were the registered holder from the time of deposit of the shares specified in the Share Warrant at a General Meeting:

· the right to sign a form requiring a General Meeting;

· the right to give notice of his intention to submit a resolution at a General Meeting;

· the right to attend, speak and vote, appoint a proxy and exercise the other rights of a shareholder at a General Meeting.

Any Share Warrant which is deposited in accordance with Article 159.2 must remain deposited until the end of the General Meeting at which the person who deposited the Share Warrant desires to attend or be represented.

If a person presents a Share Warrant at the Transfer Office, the Company is entitled to assume that this person is the owner of the Share Warrant. The Company can pay dividends or moneys relating to the shares specified in the Share Warrant which are due to this person either to such person or to an account specified by him. If the Company does this, it shall have performed its obligation to pay that dividend or those moneys.

159.2

159.3

159.4

160 Bearers of Share Warrants participating in securities offers

160.1

In the case of a securities offer, there is no need to contact any Bearer individually. Instead, all the Company need do is advertise the details of the securities offer in a leading United Kingdom national daily newspaper (and any other newspapers the directors decide on).

If, following the publication of the advertisement referred to above, the Bearer deposits the Share Warrant (or, if appropriate, the coupon attached to the Share Warrant) at the Transfer Office (or some other place mentioned in the advertisement), within the time limit set out in the securities offer, he shall have the same right to participate in the securities offer as if he were the registered holder of the shares specified in the Share Warrant.

For the purposes of this Article, a securities offer means an offer of shares, securities or debentures to shareholders or any class of shareholders, or a proposed issue of shares pursuant to Article 134.

160.2

160.3

161 Communications with Bearers of Share Warrants

161.1

In the case of any communication (for example, a notice of General Meeting, a circular or annual report) with shareholders, there is no need for the Company to contact any Bearer individually. Instead, all the Company need do is advertise the communication in a leading United Kingdom national daily newspaper (and any other newspapers the

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directors decide on), giving an address where copies of the communication may be obtained by the Bearer.

The Company must communicate with the Bearer in a different way, if the London Stock Exchange requires this.

161.2

162 Issuing shares to which the Share Warrant relates

162.1

The Bearer can ask to be registered as a shareholder (or that another person be so registered) in respect of all or any of the shares specified in the Share Warrant. In order to do so he must deposit at the Transfer Office (or another place specified by the directors):

· the Share Warrant; and

· a signed declaration in a form agreed by the directors which sets out the names and addresses of the persons, and the numbers of shares, in whose name he wishes such shares to be registered.

The Company will comply with a request made in accordance with Article 162.1 only upon the payment (or reimbursement) by the Bearer of all and any stamp duties, stamp duty reserve tax, bearer instrument duty, taxes, charges, fees, interest and penalties payable in connection with the issue of the shares. The Company may, however, agree that any such taxes or costs do not have to be paid by the Bearer.

If the Company complies with a request made in accordance with Article 162.1, the person named

in the declaration will be entitled to have his name entered as a member in the Register in respect of the shares specified in the declaration and to receive a share certificate for them.

If the declaration does not deal with all the shares to which the Share Warrant relates, a new Share Warrant for the remaining shares will be issued, without charge, to the person who deposited the old Share Warrant. The new Share Warrant will only be issued upon the cancellation of the old Share Warrant.

ADR DEPOSITARY

162.2

162.3

162.4

163 ADR Depositary can appoint proxies

163.1

The ADR Depositary can appoint more than one person to be its proxy. As long as the appointment complies with the requirements in Article 163.2, the appointment can be made in any way and on any terms which the ADR Depositary thinks fit. Each person appointed in this way is called an Appointed Proxy.

The appointment must set out the number of shares in relation to which an Appointed Proxy is appointed. This number is called the Appointed Number. The Appointed Numbers of all Appointed Proxies appointed by the ADR Depositary, when added together, must not be more than the number of Depositary Shares (as calculated in Article 163.3).

The Depositary Shares attributable to the ADR Depositary consist of the total of the number of shares:

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163.2

163.3

· registered in the name of the ADR Depositary;

· represented by Share Warrants which have been deposited by the ADR Depositary with the Company in accordance with Article 159; and

· represented by Share Warrants which are set out in a certificate from the ADR Depositary accepted by the directors in accordance with Article 156.

164 The ADR Depositary must keep a Proxy Register

164.1

The ADR Depositary must keep a register of the names and addresses of all the

Appointed Proxies. This is called the Proxy Register. The Proxy Register will also set out the Appointed Number of shares of each Appointed Proxy. This can be shown by setting out the number of American Depositary Receipts which each Appointed Proxy holds and stating that the Appointed Number of shares can be ascertained by multiplying the said number of American Depositary Receipts by such number which for the time being is equal to the number of shares which any one American Depositary Receipt represents.

The ADR Depositary must let anyone whom the directors nominate inspect the Proxy Register during usual business hours on a working day. The ADR Depositary must also provide, as soon as possible, any information contained in the Proxy Register if it is demanded by the Company or its agents.

164.2

165 Appointed Proxies can only attend General Meetings if properly appointed

An Appointed Proxy may only attend a General Meeting if he provides the Company with evidence in writing of his appointment by the ADR Depositary for that General Meeting. This must be in a form agreed between the directors and the ADR Depositary.

166 Rights of Appointed Proxies

Subject to the Companies Acts and these Articles and so long as the Depositary Shares are sufficient to include an Appointed Proxy’s Appointed Number:

· at a General Meeting which an Appointed Proxy is entitled to attend, he is entitled to the same rights and has the same obligations in relation to his Appointed Number of             shares as if the ADR Depositary was the registered holder of such shares and he had been validly appointed in accordance with Articles 76, 77 and 78 by the ADR Depositary as its proxy in relation to those shares; and

· an Appointed Proxy can himself appoint another person to be his proxy in relation to his Appointed Number of shares, as long as the appointment is made and deposited in accordance with Articles 76, 77 and 78 and, if it is, the provisions of these Articles will apply to such an appointment as though the Appointed Proxy was the registered holder of such shares and the appointment was made by him in that capacity.

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167 Sending information to an Appointed Proxy The Company can send to an Appointed Proxy at his address in the Proxy Register all the same documents which are sent to shareholders. 168 The Company can pay dividends to an Appointed Proxy The Company can pay to an Appointed Proxy at his address in the Proxy Register all dividends or other moneys relating to the Appointed Proxy’s Appointed Number of             shares instead of paying this amount to the ADR Depositary. If the Company does this, it will not have any obligation to make this payment to the ADR Depositary as well. 169 The Proxy Register may be fixed at a certain date 169.1 In order to determine which persons are entitled as Appointed Proxies to: exercise the rights conferred by Article 166; receive documents sent pursuant to Article 167; and be paid dividends pursuant to Article 168 and the Appointed Number of shares in respect of which a person is to be treated as having been appointed as an Appointed Proxy for such purpose, the ADR Depositary

may determine that the Appointed Proxies who are entitled are the persons entered in the Proxy Register at the close of business on a date (a “Record Date”) determined by the ADR Depositary in consultation with the Company. 169.2 When a Record Date is determined for a particular purpose: the Appointed Number of shares in respect of an Appointed Proxy will be treated as the number appearing against his name in the Proxy Register as at the close of business on the Record Date; this can be shown by setting out the number of American Depositary Receipts which each Appointed Proxy holds and stating that the number of shares can be ascertained by multiplying the said number of American Depositary Receipts by such number which for the time being is equal to the number of shares which any one American Depositary Receipt represents; and changes to entries in the Proxy Register after the close of business on the Record Date will be ignored in determining the entitlement of any person for the purpose concerned. 170 The nature of an Appointed Proxy’s interest

Except as required by the Companies Acts, no Appointed Proxy will be recognised by the Company as holding any interest in shares upon any trust. Except for recognising the rights given in relation to General Meetings by appointments made by Appointed Proxies pursuant to Article 166, the Company is entitled to treat any person entered in the Proxy Register as an Appointed Proxy as the only person (other than the ADR Depositary) who has any interest in the shares in respect of which the Appointed Proxy has been appointed.

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171 Validity of the appointment of Appointed Proxies

171.1

If any question arises as to whether any particular person or persons has or have been validly appointed to vote (or exercise any other right) in respect of any shares (for example because the total number of shares in respect of which appointments are recorded in the Proxy Register is more than the number of Depositary Shares) this question will, if it arises at or in relation to a General Meeting be determined by the chairman of the General Meeting. His decision (which can include declining to recognise a particular appointment or appointments as valid) will, if made in good faith, be final and binding on all persons interested.

If a question of the type described in Article 171.1 arises in any circumstances other than at or in relation to a General Meeting, the question will be determined by the directors. Their decision (which can include declining to recognise a particular appointment or appointments as valid) will also, if made in good faith, be final and binding on all persons interested.

Rights and Restrictions Attached to the B Shares

171.2

172 Definitions

The following definitions will apply solely in Articles 172 to 189:

· B Share Continuing Dividend means the non-cumulative preferential dividend payable on a Dividend Payment Date in relation to each B Share at the rate (on the nominal value thereof) of 75 per cent. of Sterling LIBOR calculated in accordance with these Articles;

· B Share Dividend Calculation Period means each 6 month period within the

· Future Redemption Period ending on either 4 February or 4 August used for the calculation of the B Share Continuing Dividend on the B Shares, the first such period commencing on 5 August 2006 and ending on 4 February 2007 provided that B Shares which are redeemed on the First Redemption Date or converted into Deferred Shares on 7 August 2006 will not qualify for the payment of any B Share Continuing Dividend;

· B Shares means redeemable non-cumulative preference shares of 15 pence each in the capital of the Company;

· Business Day means a day (other than a Saturday, Sunday or public holiday) on which pounds sterling deposits may be dealt in on the London inter-bank market and commercial banks are open for general business in London;

· CREST means the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which CRESTCo Limited is the Operator (as defined in such regulations);

· Deferred Shares means the unlisted deferred shares of 15 pence each, the rights and restrictions attached to which are set out in Articles 182 to 188;

· Dividend Payment Dates means 5 February and 5 August in each year within the

· Future Redemption Period (or, if not a Business Day, the next Business Day

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(without any interest or payment in respect of the delay)) and Dividend Payment Date will be construed accordingly;

· Election means an election by shareholders in relation to their B Shares to (i) accept an initial redemption of the B Shares; (ii) receive an initial dividend on the B Shares; or (iii) accept a future redemption of the B Shares, either by completing, signing and returning the election form which was enclosed with the circular to shareholders dated 13 June 2006, or by submitting an Unmatched Stock Event instruction through CREST;

· First Redemption Date means 4 August 2006;

· Future Redemption Date means 5 February and/or 5 August in any calendar year within the Future Redemption Period;

· Future Redemption Form means the form, printed on the reverse of each B Share certificate, by means of which shareholders holding their B Shares in certificated form may elect to have their B Shares redeemed on a Future Redemption Date;

· Future Redemption Period means the period beginning on 5 August 2006 and ending on 4 August 2008;

· Sterling LIBOR means the rate for 6-month deposits in pounds sterling for a period of designated maturity which appears on the Reuters screen ISDA page (or such other page or service as may replace it for the purpose of displaying London inter-bank offered rates of leading banks for pounds sterling deposits as determined by the Company) as at 11.00 a.m. on the first Business Day of each

· B Share Dividend Calculation Period;

· US Shareholders means shareholders (beneficial or otherwise) who have an address in the United States on the Company’s register of members or who are physically located in the United States.

173 Income

173.1

If the Company has profits which are available for distribution and the Directors resolve that these

should be distributed, the holders of the B Shares will be entitled, before the payment of dividends or other distributions to the holders of Ordinary Shares but after the payment of the preferential dividend on the Fixed Rate Shares, to be paid the B Share Continuing Dividend. The B Share Continuing Dividend will be paid at the rate (on the nominal value of the B Shares which is paid up or treated as paid up) of 75 per cent. of Sterling LIBOR, in arrears half yearly on the Dividend Payment Dates. The first Dividend Payment Date will be 5 February 2007 which will cover the period from 5 August 2006 to 4 February 2007. B Shares which are redeemed on the First Redemption Date or which are converted into Deferred Shares will not qualify for the payment of any B Share Continuing Dividend.

Payments of B Share Continuing Dividends will be made to holders of B Shares whose names appear on the relevant register of members of the Company, if the relevant Dividend Payment Date is 5 February at the close of business on 21 January in the same calendar year and if the relevant Dividend Payment Date is 5 August at the close of business on 21 July in the same calendar year. The aggregate entitlement on a Dividend

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173.2

Payment Date of each holder of B Shares in respect of the B Share Continuing Dividend on all B Shares held by him will be rounded down to the nearest whole penny.

173.3 The B Shares will not confer any other right to share in the Company’s profits.

174 Capital

174.1

If the Company is wound up (but in no other circumstances involving a repayment of capital or distribution of assets to shareholders whether by reduction of capital, redeeming or buying back shares or otherwise), the holders of B Shares will be entitled, before any payment to the holders of Ordinary Shares but after any payment to the holders of Fixed Rate Shares, to repayment of the amount paid up or treated as paid up on the nominal value of each B Share, together with any outstanding entitlement to the B Share Continuing Dividend up to the Dividend Payment Date immediately before the winding-up. The aggregate entitlement of each holder of B Shares on a winding-up in respect of all of the B Shares held by him will be rounded down to the nearest whole penny.

The holders of B Shares will not have any other right to share in the Company’s surplus assets. If there is a winding-up to which Article 174.1 applies and there is not enough to pay the amounts due on the B Shares, the holders of the B Shares will share what is available in proportion to the amounts to which they would otherwise be entitled.

174.2

175 Redemption

The Company may (in accordance with the Companies Acts and the provisions of these Articles) redeem the B Shares in accordance with the following provisions:

175.1 Unless redeemed earlier, on 5 August 2008.

175.2

175.3

Holders of B Shares who have made an Election by 3.00 p.m. on 3 August 2006 (or any later date the Directors may decide) to have some or all of their B Shares redeemed will be able to have that number of B Shares redeemed on the First Redemption Date.

After the First Redemption Date, holders of B Shares will be able to elect to have any outstanding B Shares redeemed on a Future Redemption Date (or, if not a Business Day, the next Business Day (without any interest or payment in respect of the delay)) by returning a Future Redemption Form or submitting an Unmatched Stock Event instruction, as applicable. If a Future Redemption Form or an Unmatched Stock Event instruction is returned for settlement for all or part of their B Shares then in issue by:

· 5.00 p.m. on 21 January (or any later date the Directors may decide) in the calendar years 2007 and/or 2008, the relevant B Shares will be redeemed on 5 February (or, if not a Business Day, the next Business Day (without any interest or payment for the delay)) in such calendar year; and

· 5.00 p.m. on 21 July (or any later date the Directors may decide) in the calendar years 2007 and/or 2008, the relevant B Shares will be redeemed on 5 August (or, if not a Business Day, the next Business Day (without any interest or payment for the delay)) in such calendar year.

Each holder of a B Share that is redeemed (excluding B Shares that are redeemed on the First Redemption Date), will be paid a sum equal to the nominal value of that B Share, plus the B Share Continuing Dividend for the relevant B Share Dividend Calculation

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175.4

Period. Each holder of a B Share that is redeemed on the First Redemption Date will be paid a sum equal to the nominal value of that B Share but no B Share Continuing Dividend will be payable on such B Share. The total entitlement of a holder of B Shares to the nominal value of the B Shares being redeemed, plus any B Share Continuing Dividend payable on those B Shares, will be rounded down to the nearest whole penny.

On or after the redemption of any B Shares (in accordance with these Articles), the Directors may (in accordance with the Companies Acts) consolidate and/or subdivide and/or convert and/or reclassify the authorised B Share capital of the Company (including any unissued authorised B Share capital) (i) into shares of another class (provided the authorised share capital of the Company now or at that time includes shares of that class) and/or (ii) into unclassified shares.

US Shareholders and holders of American Depositary Receipts are not eligible to participate in any redemption of the B Shares. Any purported Elections to redeem B Shares by US Shareholders or holders of American Depositary Receipts will be treated as invalid and disregarded.

175.5

175.6

176 Initial B Share Dividend

176.1

The holders of B Shares will be entitled to a dividend of 15 pence per B Share (the Initial B Share Dividend) provided their names are entered on the register of members of the Company on issue of the B Shares and they have notified the Company’s registrar by validly making an Election on or before 3.00 p.m. on 3 August 2006 (or any later date the Directors may decide) indicating that they wish to receive the Initial B Share Dividend. Each B Share, in respect of which the Initial B Share Dividend is payable, will at 9.00 a.m. on 7 August 2006 (or any other date the Directors may decide) be converted into a Deferred Share of 15 pence nominal value. The rights and restrictions attaching to the Deferred Shares are set out in Articles 182 to 188.

US Shareholders and holders of American Depositary Receipts will automatically receive the Initial B Share Dividend without making an Election.

176.2

177 Voting at General Meetings

177.1

The holders of B Shares will only receive notice of general meetings of the Company and will only be able to attend, speak and vote at such general meetings if a resolution is to be proposed at the general meeting to wind up the Company, in which case the holders of B Shares will receive notice of the general meeting and will have the right to attend, speak and vote on that resolution only.

If the holders of the B Shares are entitled to vote at a general meeting of the Company, each holder present in person or by proxy (or, being a company, by representative) will have one vote on a show of hands, and on a poll every holder who is present in person or by proxy (or, being a company, by a company representative) will have one vote for each fully paid B Share.

177.2

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178 Purchase of Shares

The Company will not require the sanction or the consent of the holders of B Shares for the purchase or redemption of shares of any class in the Company (including, without limitation, Fixed Rate Shares, Ordinary Shares and/or B Shares).

179 Class Rights

179.1

The Company may from time to time issue new shares which have rights or restrictions attaching to them. The rights of the new shares can take priority over the rights of the B Shares. The issue of any such new shares will be in accordance with the rights attaching to the B Shares and will not involve a variation of those rights or require the consent of holders of the B Shares.

The Company may reduce the share capital paid up or treated as paid up on the B Shares in any way (in accordance with the Companies Acts). Any such reduction will be in accordance with the rights attaching to the B Shares and will not involve a variation of those rights. The Company can reduce

its capital (in accordance with the Companies Acts) at any time without the consent of the holders of the B Shares including by paying to the holders of B Shares the preferential amounts they are entitled to as set out in Article 174.

179.2

180 Form

The holders of B Shares cannot renounce their B Shares. Any transfer of B Shares must be effected in writing and either in the usual or standard form or in any other form approved by the Directors. Every transfer of uncertificated B Shares must be carried out using a relevant system (e.g. CREST). For the avoidance of doubt B Shares will be redeemed in accordance with Article 175.

181 Deletion of Articles 172 to 181 when no B Shares in existence

181.1

Articles 172 to 181 shall remain in force until there are no longer any B Shares in existence whether by way of conversion into Deferred Shares or redemption and cancellation or until 31 December 2008, whichever is earlier, notwithstanding any provision in these Articles to the contrary. Thereafter Articles 172 to 181 shall be and shall be deemed to be of no effect (save to the extent that the provisions of 172 to 181 are referred to in other Articles) and shall be deleted and replaced with the wording “Articles 172 to 181 have been deleted”, and the separate register for the holders of B Shares shall no longer be required to be maintained by the Company; but the validity of anything done under Articles 172 to 181 before that date shall not otherwise be affected and any actions taken under Articles 172 to 181 before that date shall be conclusive and shall not be open to challenge on any grounds whatsoever.

Rights and Restrictions Attached to the Deferred Shares

182 Income

The Deferred Shares will confer no right to share in the Company’s profits.

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183 Capital 183.1 If the Company is wound up (but in no other circumstances involving a repayment of capital or distribution of assets to shareholders whether by reduction of capital, redeeming or buying back shares or otherwise), the holders of Deferred Shares will be entitled to the amount paid up or treated as paid up on the nominal value of each Deferred Share after: first, paying to the holders of Fixed Rate Shares the amount paid up or treated as paid up on the nominal value of each Fixed Rate Share, together with any dividend, arrears of dividend or proportion of any dividend to which they are entitled under these Articles; secondly, paying to the holders of B Shares the amount paid up or treated as paid up on the nominal value of each B Share together with any outstanding entitlement to the B Share Continuing Dividend up to the Dividend Payment Date immediately before the winding-up; and thirdly, paying to the holders of Ordinary Shares the amount paid up or treated as paid up on the nominal value of each Ordinary Share together with the sum of £1,000 on each Ordinary Share. 183.2 The holders of Deferred Shares have no further right to share in the Company’s surplus

assets. 184 Redemption 184.1 The Company may, at any time (in accordance with the Companies Acts and the provisions of these Articles) without prior notice, redeem all Deferred Shares for a total price of not more than one penny for all Deferred Shares redeemed. 185 Attendance and voting at general meetings The holders of the Deferred Shares will not receive notice of any general meeting of the Company or be able to attend, speak or vote at any general meeting. 186 Form The Deferred Shares will not be listed on any stock exchange and no share certificates will be issued for the Deferred Shares. The Deferred Shares will not be transferable except in accordance with Article 188 or with the consent in writing of the Directors. 187 Class rights 187.1 The Company may from time to time issue new shares which have rights or restrictions attaching to them. The rights of the new shares can take priority over the rights of the Deferred Shares. The issue of any such new shares will be in accordance with the rights attaching to the Deferred Shares and will not involve a variation of those rights or require the consent of the holders of the Deferred Shares. 187.2 The Company may reduce the share capital paid up or treated as paid up on the Deferred Shares in any way (in accordance with the Companies Acts). Any such reduction will be in accordance with the rights attaching to the Deferred Shares and will not involve a — 77 -

variation of those rights. The Company can reduce its capital (in accordance with the Companies Acts) at any time without the consent of the holders of the Deferred Shares.

188 Transfer and purchase

The Company can at any time (in accordance with the Companies Acts) without the consent of the holders of the Deferred Shares:

· appoint any person to sign (on behalf of the holders of the Deferred Shares) a transfer of all or any part of their holding to the Company or any other person the Directors decide (whether or not an officer of the Company), for a total price of not more than one penny for all Deferred Shares transferred; and

· cancel all the Deferred Shares purchased by the Company (in accordance with the Companies Acts).

189 Deletion of Article 182 to 189 when no Deferred Shares in existence

Articles 182 to 189 shall remain in force until there are no longer any Deferred Shares in existence or until 31 December 2008, whichever is earlier, notwithstanding any provision in these Articles to the contrary. Thereafter Articles 182 to 189 shall be and shall be deemed to be of no effect (save to the extent that the provisions of Articles 182 to 189 are referred to in other Articles) and shall be deleted and replaced with the wording “Articles 182 to 189 have been deleted”, and the separate register for the holders of Deferred Shares shall no longer be required to be maintained by the Company; but the validity of anything done under Articles 182 to 189 before that date shall not otherwise be affected and any actions taken under Articles 182 to 189 before that date shall be conclusive and shall not be open to challenge on any grounds whatsoever.

Approved Depositaries

190 Appointments

190.1

Subject to these Articles and the relevant Act or Acts, an Approved Depositary can appoint as its proxy or proxies in relation to any Ordinary Shares which it holds, anyone it thinks fit and can decide how and on what terms to appoint them. Each appointment must state the number of Ordinary Shares it relates to and the total number of Ordinary Shares in respect of which appointments exist at any time must not be more than the total number of Depositary Shares which are registered in the name of the Approved Depositary or its nominee at that time.

The Approved Depositary must keep a register (the Nominated Proxy Register) of each person it has appointed as a Nominated Proxy under Article 190.1 and the Appointed Number. The directors will decide what information about each Nominated Proxy is to be recorded in the Nominated Proxy Register. Any person authorised by the Company may inspect the Nominated Proxy Register during usual business hours and the Approved Depositary will give such person any information which he requests as to the contents of the Nominated Proxy Register.

190.2

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variation of those rights. The Company can reduce its capital (in accordance with the Companies Acts) at any time without the consent of the holders of the Deferred Shares. 188 Transfer and purchase The Company can at any time (in accordance with the Companies Acts) without the consent of the holders of the Deferred Shares: appoint any person to sign (on behalf of the holders of the Deferred Shares) a transfer of all or any part of their holding to the Company or any other person the Directors decide (whether or not an officer of the Company), for a total price of not more than one penny for all Deferred Shares transferred; and cancel all the Deferred Shares purchased by the Company (in accordance with the Companies Acts). 189 Deletion of Article 182 to 189 when no Deferred Shares in existence Articles 182 to 189 shall remain in force until there are no longer any Deferred Shares in existence or until 31 December 2008, whichever is earlier, notwithstanding any provision in these Articles to the contrary. Thereafter Articles 182 to 189 shall be and shall be deemed to be of no effect (save to the extent that the provisions of Articles 182 to 189 are referred to in other Articles) and shall be deleted and replaced with the wording “Articles 182 to 189 have been deleted”, and the separ ate register for the holders of Deferred Shares shall no longer be required to be maintained by the Company; but the validity of anything done under Articles 182 to 189 before that date shall not otherwise be affected and any actions taken under Articles 182 to 189 before that date shall be conclusive and shall not be open to challenge on any grounds whatsoever. Approved Depositaries 190 Appointments 190.1 Subject to these Articles and the relevant Act or Acts, an Approved Depositary can appoint as its proxy or proxies in relation to any Ordinary Shares which it holds, anyone it thinks fit and can decide how and on what terms to appoint them. Each appointment must state the number of Ordinary Shares it relates to and the total number of Ordinary Shares in respect of which appointments exist at any time must not be more than the total number of Depositary Shares which are registered in the name of the Ap proved Depositary or its nominee at that time. 190.2 The Approved Depositary must keep a register (the Nominated Proxy Register) of each person it has appointed as a Nominated Proxy under Article 190.1 and the Appointed Number. The directors will decide what information about each Nominated Proxy is to be recorded in the Nominated Proxy Register. Any person authorised by the Company may inspect the Nominated Proxy Register during usual business hours and the Approved Depositary will give such person any information which he requests as to the conte nts of the Nominated Proxy Register.

191 Rights of Nominated Proxies

191.1 A Nominated Proxy may only attend a General Meeting if he provides the Company with evidence in writing of his appointment as such. This must be in a form agreed between the directors and the Approved Depositary.

191.2 Subject to these Articles and the relevant Act or Acts, and so long as the Approved Depositary or a nominee of the Approved Depositary holds at least his Appointed Number of Ordinary Shares, a Nominated Proxy is entitled to attend a General Meeting which holders of Ordinary Shares are entitled to attend, and he is entitled to the same rights, and subject to the same obligations, in relation to his Appointed Number of Depositary Shares as if he had been validly appointed in accordance with Articles 76 to 80 by the registered holder of these shares as its proxy in relation to those shares.

A Nominated Proxy may appoint another person as his proxy for his Appointed Number of Depositary Shares, as long as the appointment is made and deposited in accordance with Articles 76 to 82, and these Articles apply to that appointment and to the person so appointed as though those Depositary Shares were registered in the name of the Nominated Proxy and the appointment was made by him in that capacity. The directors may require such evidence as they think appropriate to decide that such appointment is effective.

For the purposes of determining who is entitled as a Nominated Proxy to exercise the rights conferred by Articles 191.2 and 191.3 and the number of Depositary Shares in respect of which a person is to be treated as having been appointed as a Nominated Proxy for these purposes, the Approved Depositary can decide that the Nominated Proxies who are so entitled are the people entered in the Nominated Proxy Register at a time and on a date (a Record Time) agreed between the Approved Depositary and the

Company.

191.3

191.4

191.5 When a Record Time is decided for a particular purpose:-

· a Nominated Proxy is to be treated as having been appointed for that purpose for the number of shares appearing against his name in the Nominated Proxy Register as at the Record Time; and

· changes to entries in the Nominated Proxy Register after the Record Time will be ignored for this purpose.

191.6

Except for recognising the rights given in relation to General Meetings by appointments made by Nominated Proxies pursuant to Article 191.3, the Company is entitled to treat any person entered in the Nominated Proxy Register as a Nominated Proxy as the only person (other than the Approved Depositary) who has any interest in the Depositary Shares in respect of which the Nominated Proxy has been appointed.

At a General Meeting the Chairman has the final decision as to whether any person has the right to vote or exercise any other right relating to any Depositary Shares. In any other situation, the Directors have the final decision as to whether any person has the right to exercise any right relating to any Depositary Shares.

191.7

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Glossary

About the glossary

This glossary is to help readers understand the Company’s Articles of Association. Words are explained as they are used in the Articles — they might mean different things in other documents. The glossary is not legally part of the Articles, and it does not affect their meaning. The definitions are intended to be a general guide — they are not precise.

abrogate If the special rights of a share are abrogated, they are cancelled or withdrawn.

accrue If interest is accruing, it is running or mounting up, day by day.

adjourned In relation to a shareholders’ meeting, means that the meeting has come to an end for the time being, to be continued at a later time or day, at the same or a different place and adjourned and adjourn shall be construed accordingly.

agent A person who has been appointed to act for another person.

allot When new shares are allotted, they are set aside for the person they are intended for. This will normally be after the person has agreed to pay for a new share, or has become entitled to a new share for any other reason. As soon as a share is allotted, that person gets the right to have his name put on the

register of shareholders. When he has been registered, the share has also been issued.

allottee A person to whom a share is allotted (see renunciation).

asset Any property of any description which is of any value to its owner.

attorney An attorney is a person who has been appointed to act for another person in a particular way. The person is appointed by a formal document, called a power of attorney.

automatically entitled to a share by law In some situations, a person will be entitled to have shares which are registered in somebody else’s name registered in his own name. Or he can require the shares to be transferred to another person. When a shareholder dies, or the sole survivor of joint shareholders dies, his personal representatives have this right. If a shareholder is made bankrupt, his trustee in bankruptcy has the right.

beneficial interest A person on whose behalf or for whose benefit a trustee holds shares has a beneficial interest in those shares.

brokerage Commission which is paid to a broker by a company issuing shares, where the broker’s clients have applied for shares.

call A call to pay money which is due on shares which has not yet been paid. This happens if the Company issues shares which are partly paid, where money remains to be paid to the Company for the shares. The money which has not been paid can be “called” for. If all the money to be paid on a share has been paid, the share is called a fully paid share.

capitalise To convert some or all of the reserves of a company into capital (such as shares).

capital redemption reserve A reserve of funds which a company may have to set up to ensure that the Company’s capital base remains the same when shares are redeemed or bought back. It is equivalent to the amount by which the Company’s issued share capital is reduced by the redemption or purchase.

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casual vacancy A vacancy amongst the directors which occurs by reason of the death, resignation or disqualification of a director, or from the failure of an elected director to accept his appointment, or for any other reason except the retirement of a director in accordance with the

Articles.

charge See lien and charge.

company representative If a company owns shares, it can appoint a company representative to attend a shareholders’ meeting to speak and vote for it.

consolidate When shares are consolidated, they are combined with other shares. For example, every three £1 shares might be consolidated into one new £3 share.

cumulative dividends If a dividend which is cumulative cannot be paid in one year because the company does not have enough profits to cover the payment, the shareholder has the right to receive the dividend in a future year, when the company has enough profits to pay the dividend. Compare this with a non-cumulative dividend.

debenture A typical debenture is a type of long-term borrowing by a company. The loan usually has to be repaid at a fixed date in the future, and carries a fixed rate of interest.

declare Generally, when a final dividend is declared, it becomes due to be paid.

dividend arrears Any dividend arrears. This includes any dividends on shares with cumulative rights which could not be paid, but which have been carried forward.

dividend warrant A dividend warrant is similar to a cheque for a dividend.

documents of title The documents which show that a person owns something (for example, a share certificate).

ex-dividend When a share goes “ex-dividend”, a person who buys it will not be entitled to the dividend which has been declared shortly before he bought it. When a share has gone “ex-dividend”, the seller is entitled to this dividend, even though it will be paid after he has sold his share.

executed A document is executed when it is signed, authenticated or sealed or made valid in some other way.

exercise When a power is exercised, it is put to use.

extraordinary resolution A decision reached by a majority of at least 75 per cent. of votes cast. The Companies Acts requires extraordinary resolutions to be passed in certain situations.

forfeit When a share is forfeited it is taken away from the shareholder and becomes the property of the Company which can do with it as it likes. This process is called “forfeiture”. This can happen if a call on a partly-paid share is not paid on time.

fully-paid shares When all of the money which is due to the Company for a share has been paid, a share is called a fully paid share.

good title If a person has good title to a share, he owns it outright.

holding Company A company which controls another company (for example by owning a majority of its shares) is called the holding company of that other company. The other company is the subsidiary of the holding company.

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indemnity If a person gives another person an indemnity, he promises to make good any losses or damage which the other might suffer. The person who gives the indemnity is said to “indemnify” the other person.

in issue See issue.

instruments Formal legal documents.

issue When a share has been issued, everything has been done to make the shareholder the owner of the share. In particular, the shareholder’s name has been put on the Register of shareholders. Existing shares which have been issued are “in issue”.

liabilities Debts and other obligations.

liable jointly and severally Where more than one person is liable jointly and severally it means that any one of them may be sued, or they can all be sued together.

lien and charge Where the Company has a lien and charge over shares, it can take the dividends, and any other payments relating to the shares which it has a charge over, or it can sell the shares, to repay the debt and so on.

members means shareholders.

negotiable instrument A document such as a cheque, which can be freely transferred from one person to another.

nominal value The nominal value of the share. The nominal value of the US$0.10 Ordinary Shares is US$0.10. This value is shown on the share certificate for a share, if there is one. When the Company issues new shares this can be for a price which is at a premium to the nominal value. When shares are bought and sold on the stock market this can be for more, or less, than the nominal value. The nominal value is sometimes also called the “par value”.

non-cumulative dividends If a dividend which is non-cumulative cannot be paid in one year because the Company does not have enough profits available to cover the payment, the shareholder does not have the right to receive the dividend in a future year. This is the opposite to a cumulative dividend.

objects of a Company The business activities that the Company is authorised to carry on. The Company’s objects are set out in Clause 4 of its Memorandum.

office copy An exact copy of an official document, supplied by the office which holds, or issued, the original.

ordinary resolution A decision reached by a simple majority of votes — that is by more than 50 per cent. of the votes cast.

par value See nominal value.

partly paid shares If any money remains to be paid on a share, it is said to be partly paid. The unpaid money can be “called” for.

personal representatives A person who is entitled to deal with the property (“the estate”) of a person who has died. If the person who has died left a valid will, the will appoints “executors” who are personal representatives. If the person died without a will, the courts will appoint one or more “administrators” to be the personal representatives.

poll A poll vote is usually a card vote but to the extent permitted by the Companies Acts may be an electronic vote. On a poll vote, the number of votes which a shareholder has will depend on

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the number of shares which he owns. An Ordinary Shareholder has one vote for each share he owns. A poll vote is different to a show of hands vote, where each person who is entitled to vote has just one vote, however many shares he owns.

power of attorney A formal document which legally appoints one or more persons to act on behalf of

another person.

pre-emption rights The right of some shareholders which is given by the Companies Acts to be offered a proportion of certain classes of newly issued shares and other securities before they are offered to anyone else. This offer must be made on terms which are at least as favourable as the terms offered to anyone else.

premium If the Company issues a new share for more than its nominal value (for example because the market value is more than the nominal value), the amount above the nominal value is the premium.

proxy A proxy is a person who is appointed by a shareholder to attend a shareholders’ meeting and vote for that shareholder. A proxy is appointed by using a proxy form. A proxy does not have to be a shareholder. At a shareholders’ meeting a proxy can vote on a poll and, if the Articles permit, he can also vote on a show of hands and speak.

proxy form A form which a shareholder uses to appoint a proxy to attend a shareholders’ meeting and vote for him. The proxy form must be delivered to the Company before the meeting to which it relates.

quorum The minimum number of shareholders or directors who must be present before a meeting can start. When this number is reached, the meeting is said to be “quorate”.

rank & ranking When either capital or income is distributed to shareholders, it is paid out according to the rank (or ranking) of the shares. For example, a share which ranks before (or ahead of) another share in sharing in the Company’s income is entitled to have its dividends paid first, before any dividends are paid on shares which rank behind (or after) it. If there is not enough income to pay dividends on all shares, the available income must be used first to pay dividends on shares which rank ahead, and then to shares which rank behind. The same applies for repayments of capital. Capital must be paid first to shares which rank ahead in sharing in the Company’s capital, and then to shares which rank behind. The Company’s Fixed Rate Shares rank ahead of its Ordinary Shares. Where certain shares rank equally with other shares, both types of shares have the same rights as each other.

recognised clearing house A “clearing house” which has been authorised to carry on business by the UK authorities. A clearing house is a central computer system for settling transactions between members of the clearing house.

recognised investment exchange An “investment exchange” which has been officially recognised by the UK authorities. An investment exchange is a place where investments, such as shares, are traded. The London Stock Exchange is a recognised investment exchange.

redeem and redemption When a share is redeemed, it is effectively bought back by the Company in return for a sum of money (the “redemption price”) which was fixed before the share was issued. This process is called redemption. A share which can be redeemed is called a “redeemable” share.

relevant system This is a term used in the CREST Regulations for a computer-based system which allows shares without share certificates to be transferred without using transfer forms. The CREST system for paperless share dealing is a “relevant system”.

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renunciation Where a share has been allotted, but no one has been entered on the share register as the holder of the share, it can be renounced by the allottee to another person. This transfers the right to be registered as the holder of the share to another person. This process is called renunciation.

requisition a meeting A formal process which shareholders can use to call a shareholders’ meeting.

Generally speaking the shareholders who want to call a meeting must hold at least 10 per cent of the issued shares.

reserve fund or reserves A fund which has been set aside in the accounts of a company. Profits which are not paid out to shareholders as dividends, or used up in some other way, are held in a reserve fund by the company. The capital redemption reserve and share premium account are also reserve funds.

revoke To withdraw, or cancel.

rights issue A way by which companies raise extra share capital. Usually the existing shareholders will be offered the chance to buy a certain number of new shares, depending on how many they already have. For example, shareholders may be offered the chance to buy one new share for every four they already have.

securities All shares, bonds and other investment instruments issued by a company which entitle the holder to a share in the profits or assets of that company, to receive a cash payment from a company or to subscribe for such a security.

securities seal A seal used to stamp the Company’s securities as evidence that the Company has issued them. The Company’s Securities Seal is like the Company’s Common Seal but with the addition of the word “securities”.

share premium account If a new share is issued by the Company for more than its nominal value (generally because the market value is more than the nominal value) then the amount above the nominal value is the premium, and the total of these premiums is held in a reserve fund (which cannot be used to pay dividends) called the share premium account.

show of hands A shareholder raises his hand to vote at a shareholders’ meeting (unless there is a poll). Each person who is entitled to vote has just one vote, however many shares he holds.

special notice This term is defined in Companies Acts. Broadly, if special notice of a resolution is required by the Companies Acts, the resolution is not valid unless the Company has been told about the intention to propose it at least 28 days before the shareholders’ meeting at which it is proposed (although in certain circumstances the meeting can be on a date less than 28 days from the date of the notice).

special resolution A decision reached by a majority of at least 75 per cent of votes cast. Shareholders must be given at least 21 days’ notice of any special resolution.

special rights These are the rights of a particular class of shares, as distinct from rights which apply to all shares generally. Typical examples of special rights are where the shares rank, their rights to sharing in income and assets and voting rights.

statutory declaration A formal way of declaring something in writing. Particular words and formalities must be used — these are laid down by the Statutory Declarations Act of 1835.

stock When shares are converted into stock the holder’s interest in the Company is expressed by reference to a sum of money divided into transferable units. For example, the interest of a

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shareholder with one hundred £1 shares might be converted into £100 worth of stock transferable in units of £1 each.

subdividing shares When shares are subdivided they are split into shares which have a smaller nominal value. For example, a £1 share might be subdivided into two 50p shares.

subject to Means that something else has priority, or prevails, or must be taken into account. When a statement is subject to another statement this means that the first statement must be read in the light of the other statement, which will prevail if there is any conflict.

subordinate Where a right or interest is subordinated to something else, it ranks behind it. subscribe for shares To agree to take new shares in a company (usually for a cash payment). subscribers to shares The people who first acquire the shares.

subsidiary A company which is controlled by another company (for example because the other Company owns a majority of its shares) is called a subsidiary of that company.

subsidiary undertaking This is a term used by the Companies Acts. It is a wider definition than subsidiary. Generally speaking it is a company which is controlled by another company because the other company:

· has a majority of the votes in the company either alone, or acting with others;

· is a shareholder who can appoint or remove a majority of the directors; or

· can exercise dominant influence over the company because of anything in the Company’s Memorandum or Articles, or because of a certain kind of contract.

trustees People who hold property of any kind for the benefit of one or more other people under a kind of arrangement which the law treats as a “trust”. The people whose property is held by the trustees are called the beneficiary.

underwrite A person who agrees to buy new shares if they are not bought by other people underwrites the share offer.

unincorporated associations Associations, partnerships, societies and other bodies which the law does not treat as a separate legal person to their members.

warrant See the definition of dividend warrant.

wider-range investments The law restricts the investments which some trustees can invest in. Where this restriction applies, the trustees can invest up to three quarters of their funds in wider-range investments. These are, generally speaking, shares which are quoted on the London Stock Exchange, and which are earning dividends.

wind up The formal process to put an end to a company. When a company is wound up its assets are distributed. The assets go first to creditors, and then to shareholders. Shares which rank first in sharing in the Company’s assets will receive any funds which are left over before any shares which rank after (or behind) them.

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EX-2.2

Exhibit 2.2

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 24, 2007 by and among VODAFONE GROUP Plc (formerly known as Vodafone Airtouch Public Limited Company), a public limited company incorporated under the laws of England and Wales and having its principal office at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England (the “Company”), THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York and having its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (“Successor Trustee”) and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America and having its principal corporate trust office at 388 Greenwich Street, New York, New York 10013 (“Resigning Trustee”). RECITALS: WHEREAS, there are currently outstanding various issues of the Company’s Debt Securities, in the aggregate principal amounts and as described on the attached Schedule A (the “Securities”) under an Indenture, dated as of February 10, 2000, by and between the Company and Resigning Trustee (the “Indenture”); WHEREAS, the Company appointed Resigning Trustee as the Trustee, Security Registrar and Paying Agent under the Indenture; WHEREAS, the Company appointed Resigning Trustee as the Book-Entry Depositary (the “Book-Entry Depositary”) under the Securities Depositary Agreement, dated as of February 10, 2000, by and between the Company and Resigning Trustee (the “Securities Depositary Agreement”); WHEREAS, the Company appointed Resigning Trustee as Calculation Agent (the “Calculation Agent”) under three separate Calculation Agency Agreements, dated as of December 29, 2005, March 16, 2006 and February 27, 2007, respectively, each by and between the Company and Resigning Trustee (the “Calculation Agency Agreements”); WHEREAS, Section 610 of the Indenture provides that the Trustee may at any time resign with respect to the Securities of one or more series by giving written notice of such

resignation to the Company, effective upon the acceptance by a successor Trustee of its appointment as a successor Trustee; WHEREAS, Section 3.05(b) of the Securities Depositary Agreement provides that the Book-Entry Depositary may at any time resign by giving notice of such resignation to the Company, effective upon the acceptance by a successor Book-Entry Depositary of its appointment as a successor Book-Entry Depositary; WHEREAS, the Calculation Agency Agreements provide that the Calculation Agent may at any time resign by giving notice of such resignation to the Company, effective upon the acceptance by a successor Calculation Agent of its appointment as a successor Calculation Agent; WHEREAS, Section 610 of the Indenture provides that, if the Trustee shall resign, the Company shall promptly appoint a successor Trustee; WHEREAS, Section 3.05(e) of the Securities Depositary Agreement provides that, if the Book-Entry Depositary shall resign, the Company shall promptly appoint a successor Book-Entry Depositary; WHEREAS, the Calculation Agency Agreements provide that, if the Calculation Agent shall resign, the Company shall promptly appoint a successor Calculation Agent; WHEREAS, Section 611 of the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment under the Indenture, and thereupon the resignation of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of the predecessor Trustee; WHEREAS, Section 3.05(g) of the Securities Depositary Agreement provides that any successor Book-Entry Depositary appointed in accordance with the Securities Depositary Agreement shall execute and deliver to the Company and to its predecessor Book-Entry Depositary an instrument accepting such appointment under the Securities Depositary Agreement, and thereupon the resignation of the predecessor Book-Entry Depositary shall become effective and such successor Book-Entry Depositary, without any further act, deed or

conveyance, shall become vested with all rights, powers, duties and obligations of the predecessor Book-Entry Depositary; WHEREAS, the Calculation Agency Agreements provided that any successor Calculation Agent appointed in accordance with the Calculation Agency Agreements shall execute and deliver to the Company and to its predecessor Calculation Agent an instrument accepting such appointments under the Calculation Agency Agreements, and thereupon the resignation of the predecessor Calculation Agent shall become effective and such successor Calculation Agent, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of the predecessor Calculation Agent; WHEREAS, the Resigning Trustee has given written notice to the Company that it is resigning as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements; WHEREAS, the Company desires to appoint Successor Trustee as successor Trustee, Security Registrar and Paying Agent to succeed Resigning Trustee in such capacities under the Indenture, as Book-Entry Depositary to succeed Resigning Trustee in such capacity under the Securities Depositary Agreement and as Calculation Agent to succeed Resigning Trustee in such capacities under the Calculation Agency Agreements; and WHEREAS, Successor Trustee is willing to accept such appointments as successor Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements; NOW, THEREFORE, the Company, Resigning Trustee and Successor Trustee, for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows: 1 THE RESIGNING TRUSTEE 1.1 Pursuant to the Indenture, the Securities Depositary Agreement and the Calculation Agency Agreements, Resigning Trustee has notified the Company in writing that

Resigning Trustee is resigning as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements, respectively. 1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that: (a) No covenant or condition contained in the Indenture has been waived by Resigning Trustee or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver. (b) There is no action, suit or proceeding pending or, to the best knowledge of responsible officers of Resigning Trustee’s corporate trust department, threatened against Resigning Trustee before any court or any governmental authority arising out of any act or omission of Resigning Trustee as Trustee under the Indenture. (c) As of the effective date of this Agreement, Resigning Trustee will hold no moneys or property under the Indenture. (d) Pursuant to Section 303 of the Indenture, Resigning Trustee has duly authenticated and delivered the Securities, as described in Exhibit A hereto, and with the current outstanding principal amounts set forth in such Exhibit A. (e) The registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon. (f) Each person who so authenticated the Securities was duly elected, qualified and acting as an officer or authorized signatory of Resigning Trustee and empowered to authenticate the Securities at the respective times of such authentication and the signature of such person or persons appearing on such Securities is each such person’s genuine signature.

(g) This Agreement has been duly authorized, executed and delivered on behalf of Resigning Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. (h) To the best knowledge of responsible officers of the Resigning Trustee’s corporate trust department, no event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under Section 501 of the Indenture. (i) Retiring Trustee has complied with Section 703 of the Indenture. (j) Retiring Trustee has made no advances as Trustee, Paying Agent or Security Registrar under the Indenture for the reimbursement of which it claims or may claim a lien or charge prior to that, if any, of the Holders of the Securities. 1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indenture and all the rights, powers and trusts of the Trustee under the Indenture, all the rights, powers and duties of the Book-Entry Depositary under the Securities Depositary Agreement and all the rights, powers and duties of the Calculation Agent under the Calculation Agency Agreements. Resigning Trustee shall execute and deliver such further instruments and shall do such other things as Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers, duties and trusts hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, Security Registrar, Paying Agent, Book-Entry Depositary and Calculation Agent. 2 THE COMPANY 2.1 The Company hereby accepts the resignation of Resigning Trustee as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements.

2.2 The Company hereby certifies that it has duly authorized certain officers of the Company to: (a) accept Resigning Trustee’s resignation as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements; (b) appoint Successor Trustee as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements; and (c) execute and deliver such agreements and other instruments as may be necessary or desirable to effectuate the succession of Successor Trustee as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements. 2.3 The Company hereby appoints Successor Trustee as Trustee, Security Registrar and Paying Agent under the Indenture to succeed to, and hereby vests Successor Trustee with, all the rights, powers, duties and obligations of Resigning Trustee under the Indenture with like effect as if originally named as Trustee, Security Registrar and Paying Agent in the Indenture. The Company hereby further appoints Successor Trustee as Book-Entry Depositary under the Securities Depositary Agreement to succeed to, and hereby vests Successor Trustee with, all the rights, powers, duties and obligations of Resigning Trustee under the Securities Depositary Agreement with like effect as if originally named as Book-Entry Depositary under the Securities Depositary Agreement. The Company hereby further appoints Successor Trustee as Calculation Agent under the Calculation Agency Agreements to succeed Resigning Trustee in such capacities under the Indenture, as Book-Entry Depositary to succeed Resigning Trustee in such capacity under the Securities Depositary Agreement and as Calculation Agent to succeed Resigning Trustee in such capacities under the Calculation Agency Agreements. 2.4 Promptly after the effective date of this Agreement, the Company shall cause a notice to be sent to each Holder of the Securities in accordance with the provisions of Section 610(f) of the Indenture and to the Depositary (as defined in the Securities Depositary Agreement) in accordance with the provisions of Section 3.05(h) of the Securities Depositary Agreement. 2.5 The Company hereby represents and warrants to Resigning Trustee and Successor Trustee that:

(a) The Company is a public limited liability company incorporated under the laws of England and Wales. (b) The Indenture, the Securities Depositary Agreement and the Calculation Agency Agreements were validly and lawfully executed and delivered by the Company and the Securities were validly issued by the Company. (c) The Company has performed or fulfilled prior to the date hereof, and will continue to perform and fulfill after the date hereof, each covenant, agreement, condition, obligation and responsibility under the Indenture, the Securities Depositary Agreement and the Calculation Agency Agreements. (d) No event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under Section 501 of the Indenture. (e) No covenant or condition contained in the Indenture has been waived by the Company or, to the best of the Company’s knowledge, by Holders of the percentage in aggregate principal amount of the Securities required to effect any such waiver. (f) There is no action, suit or proceeding pending or, to the best of the Company’s knowledge, threatened against the Company before any court or any governmental authority arising out of any act or omission of the Company under the Indenture, the Securities Depositary Agreement or the Calculation Agency Agreements. (g) This Agreement has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. (h) All conditions precedent relating to the appointment of The Bank of New York as successor Trustee under the Indenture, as successor Book-Entry Depositary under the Securities Depositary Agreement, and as successor

Calculation Agent under the Calculation Agency Agreements, have been complied with by the Company. 3 THE SUCCESSOR TRUSTEE 3.1 Successor Trustee hereby represents and warrants to Resigning Trustee and to the Company that: (a) Successor Trustee is not disqualified under the provisions of Section 608 and is eligible under the provisions of Section 609 of the Indenture to act as Trustee under the Indenture. (b) This Agreement has been duly authorized, executed and delivered on behalf of Successor Trustee and constitutes its legal, valid and binding obligation, enforceable in accordance with its terms. 3.2 Successor Trustee hereby accepts its appointment as successor Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements and accepts the rights, powers, duties and obligations of Resigning Trustee as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements, upon the terms and conditions set forth therein, with like effect as if originally named as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements. 3.3 References in the Indenture to “Corporate Trust Office” or other similar terms shall be deemed to refer to the principal corporate trust office of Successor Trustee, which is presently located at 101 Barclay Street, New York, New York 10286. 3.4 Successor Trustee does not assume responsibility for or any liability in connection with any negligence or other willful misconduct or any other act or omission on the part of Resigning Trustee or its agents in connection with such persons’ performance of their respective

trusts, duties and obligations under the Indenture, the Securities Depositary Agreement or the Calculation Agency Agreements. 4 MISCELLANEOUS 4.1 Except as otherwise expressly provided herein or unless the context otherwise requires, all terms used herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 4.2 This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of the opening of business on July 24, 2007. 4.3 Resigning Trustee hereby acknowledges payment or provision for payment in full by the Company of compensation for all services rendered by Resigning Trustee in its capacity as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements, and reimbursement in full by the Company of the expenses, disbursements and advances incurred or made by Resigning Trustee in its capacity as Trustee, Security Registrar and Paying Agent in accordance with the provisions of the Indenture, as Book-Entry Depositary in accordance with the provisions of the Securities Depositary Agreement and as Calculation Agent in accordance with the provisions of the Calculation Agency Agreements. Resigning Trustee acknowledges that it relinquishes any lien it may have upon all property or funds held or collected by it to secure any amounts due it pursuant to the provisions of Section 607 of the Indenture. This Agreement does not constitute a waiver or assignment by the Resigning Trustee of any compensation, reimbursement, expenses or indemnity to which it is or may be entitled pursuant to the Indenture, the Securities Depositary Agreement or the Calculation Agency Agreements. The Company acknowledges its obligations set forth in the Indenture, the Securities Depositary Agreement and the Calculation Agency Agreements to indemnify Resigning Trustee for, and to hold Resigning Trustee harmless against, any loss, liability, damage, claim or expense incurred without negligence or bad faith on the part of Resigning Trustee and arising out of or in connection with the acceptance or administration of the trust evidenced by the Indenture and of the duties evidenced by the Securities Depositary

Agreement and the Calculation Agency Agreements (each of which obligations shall survive the execution hereof). 4.4 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof. 4.5 This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 4.6 The Company, Resigning Trustee and Successor Trustee hereby acknowledge receipt of an executed counterpart of this Agreement and the effectiveness thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment and Acceptance to be duly executed, all as of the day and year first above written. VODAFONE GROUP Plc By:

Name: Title: CITIBANK, N.A. as Resigning Trustee By: Name: Title: THE BANK OF NEW YORK as Successor Trustee By: Name: Title:

ANNEX A Vodafone Group Plc Indenture dated as of February 10, 2000 Security Depositary Agreement dated as of 2/10/2000 Issue            CUSIP 7.75% Notes due 2010(144A) 92857T AB3 7.75% Notes due 2010 (Reg S) G9387S AM7 7.875% Notes due 2030(144A) 92857T AC1 7.875% Notes due 2030(RegS) G9837S AN5 7.75% Notes due 2010 92857T AG2 7.875% Notes due 2030 92857T AH0 4.161% Notes due 2007 92857W AA8 6.25% Notes due 2032 92857W AB6 3.95% Notes due 2008 92857W AC4 5.375% Notes due 2015 92857W AD2 4.625% Notes due 2018 92857W AE0 5.00% Notes due 2013 92857W AF7 5.00% Notes due 2015 92857W AG5 Floating Rate Notes due 2007 92857W AH3 Floating Rate Notes due 2007 92857W AJ9 5.75% Notes due 2016 92857W AK6 Floating Rate Notes due 2011 92857W AL4 5.50% Notes due 2011 92857W AM2 Floating Rate Notes due 2012 92857W AN0 5.625% Notes due 2016 92857W AP5 6.15% Notes due 2037 92857W AQ3 5.35% Notes due 2012 92857W AR1

EX-4.25

Exhibit 4.25

Sir John Bond Chairman 16 May 2007 Mr Simon Murray, CBE Ground Floor Block B 39 Tung Tau Wan Road Stanley Hong Kong NON-EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY Further to our discussions, this letter is to confirm the terms of your appointment as a non-executive director of Vodafone Group Public Limited Company (the “Company”), without prejudice to your obligations to the Company under English Law. 1 Role Your obligations and responsibilities as a non-executive director are to the Company and, like all directors, you should act at all times in the best interests of the Company, exercising your independent judgement on all matters. Non-executive directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs. Your appointment as non-executive director of the Company is subject to the Company’s Articles of Association (the “Articles”) and the latter will prevail in the event of any conflict between them and the terms of this letter. A copy of the current version of the Articles is included in your director information pack. In my view, the role of the non-executive director has a number of key elements and I look forward to your contribution in these areas: • Strategy: you should constructively challenge and contribute to the deve lopment of strategy; • Performance: you should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; • Risk: you should satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible; and • People: non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime r ole in appointing, and where necessary removing, senior management and in succession planning. Vodafone Group Plc Our ref: 053k-SM Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England T +44 1635 673915 T +44 (0)1635 33251 F +44 (0)1635 580857 www.vodafone.com F +44 1635 580761 Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679

2 Appointment and Term Subject to the terms of this letter, your appointment will commence on 1 July 2007 (the “Effective Date”) and is for an initial term of three years from the Effective Date, unless terminated earlier in accordance with the Articles or the terms of this letter. The Articles require that directors submit themselves for re-election by shareholders periodically and as a Board we have resolved that all the Directors will submit t hemselves for re-election every year1. In the event that when you submit yourself for re-election you are not elected, your appointment as director will automatically terminate. The appointment will expire on 30 June 2010 without any automatic right of reappointment, although the Board may invite you to serve for an additional period. You will not be entitled to receive any compensation from the Company in respect of the termination of your directorship. Overall, we anticipate a time commitment from you involving attendance at all Board meetings (the Company currently has eight each year), the Annual General Meeting (usually held in July each year) and at least one Company/site visit per year. You will be expected to devote appropriate preparation time ahead of each meeting. In addition, each of the principal Board Committees meets about four or five times a year (and in some cases more frequently) and you should anticipate being a member of at least one of these Committees in due course. By accepting th is appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. If you are unable to attend a Board meeting in person, I hope, nevertheless, that you will be able to join those meetings either by videoconference or teleconference facilities. I would be grateful if, before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company, you would seek my agreement. 3 Fees As you will be a non-executive director of the Company, the Board as a whole will determine your remuneration in accordance with the requirements of good corporate governance, the Financial Services Authority’s Combined Code and the Financial Services Authority’s Listing Rules. The fee for your services is £105,000 per annum and it is paid in equal instalments monthly in arrears. You may elect to be paid either in cash or in the Company’s shares. Please let me know if you may prefer to receive shares. You will also be entitled to be repaid all travelling and other expenses properly incurred in performing your duties in accordance with the Articles of Association. If you are invited to serve on one or more of the Committees of the Board (in which case this will be covered in a separate communication setting out the Committee’s terms of reference and any specific responsibilities that may be involved) no additional fee will be payable, unless you are invited to Chair a Committee in which case an additional fee will be payable in equal instalments monthly in arrears for so long as you hold that position. We currently pay the Chair of our Audit Committee an additional £25,000 per annum, the Chair of our Remuneration Committee £20,000 per annum and the Chair of our Nominations & Governance Committee £15,000 per annum. Payment of all fees will cease immediately after your appointment as a non-executive director of the Company terminates for any reason. 4 Dealing in the Company’s shares You shall (and you shall procure that your “connected persons”, including your wife and dependent children shall) comply with the provisions of the Criminal Justice Act 1993, the Financial Services and Markets Act 2000, the Financial Services Authority’s Model Code as set out in the Listing Rules and rules 1 The Company’s Annual General Meeting this year will be held on Tuesday 24 July and if you accept this appointment it is the Company’s intention to submit you for ele ction by the Compan y’s shareholders at that meeting. 2

and regulations laid down by the Company from time to time in relation to dealing in the Company’s shares. Further guidance is provided in your director information pack. 5 Competitive Businesses In view of the sensitive and confidential nature of the Company’s business you agree that for so long as you are a non-executive director of the Company you will not, without the consent of the Board, which shall not be withheld unreasonably, be engaged or in terested in any capacity in any business or with any company which is, in the reasonable opinion of the Board, competitive with the business of any company in the Group. In the event that you become aware of any potential conflicts of interest, these should be disclosed to me and to the Company Secretary as soon as possible. 6 Confidentiality You agree that you will not make use of, divulge or communicate to any person (except in the proper performance of your duties) any of the trade secrets or other confi dential information of or relating to any company in the Group which you have received or obtained from or through the Company. This restriction shall continue to apply after the termination of your appointment without limit in point of time but shall cease to apply to information or knowledge which comes into the public domain otherwise than through your default or which shall have been received by you from a third party entitled to disclose the same to you. Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of inside information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from me or from the Company Secretary. 7 Illness or Incapacity If you are prevented by illness or incapacity from carrying out your duties for a period exceeding three consecutive calendar months or at different times for a period exceeding in aggregate three calendar months in any one period of twelve c alendar months or if you become prohibited by law or under the Articles of Association of the Company from being a non-executive director of the Company, then the Company may terminate your appointment immediately. 8 Effect of Termination Upon termination of your appointment howsoever arising, you shall forthwith or upon request of the Company, resign from office as a non-executive director of the Company and all other offices held by you in any other companies in the Group and your membership of any organi sation acquired by virtue of your tenure of any such office, and should you fail to do so, the Company is hereby irrevocably authorised to appoint some person in your name and on your behalf to sign any documents and do anything necessary or requisite to give effect thereto. 9 Return of Company Property You agree that upon termination of your appointment as a non-executive director, you will immediately deliver to the Company all property belonging to the Company or any member of its Group, including all do cuments or other records made or compiled or acquired by you during your appointment concerning the business, finances or affairs of the Group. 3

10 Independent Professional Advice In accordance with the Financial Services Authority’s Combined Code, the Board has agreed procedures for directors in the furtherance of their duties to take independent professional advice if necessary, at the Company’s expense. A copy of the relevant Board resolution is enclosed in your director information pack. Naturally, if you have any queries or difficulties at any time please feel free to discuss them with me .. I am also available at all times to provide you with information and advice you may need. 11 Indemnification and Insurance You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director of the Company. This indemnity is as wide as English law currently permits: (i) The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought against you in your capacity as, or as a result of your being or having been, a Director of the Company including criminal proceedings and proceedings brought by the Company itself or an Associated Company; (ii) The Company will indemnify you in respect of any proceedings brought by third parties, including both legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of your being or having been, a Director of the Company; and (iii) The Company will indemnify you for liability incurred in connection with any application made to a court for relief from liability, where the court grants such relief. For the avoidance of doubt, the indemnity granted does not cover: (i) Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement for any funds advanced; (ii) Unsuccessful defence of an action brought by the Company itself or an Associated Company, in which instance the Company would seek reimbursement for any funds advanced; (iii) Fines imposed by regulatory bodies; (iv) Fine s imposed in criminal proceedings; and (v) Liability incurred in connection with any application under Section 144(3) or (4) of the Companies Act 1985 (acquisition of shares by innocent nominee) or section 727 of the Companies Act 1985 (general power to grant relief in case of honest and reasonable conduct), where the court refuses to grant you relief, and such refusal is final. (For reference, a summary of these sections is appended to this letter). It is a condition of the provision of this indemnity that you shall notify the Company without delay upon becoming aware of any claim or potential claim against you and that you have a duty to mitigate any loss incurred. The Company maintains Directors and Officers insurance as additional cover for Directors which, if the insurance policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying Directors. 4

12Review Process The performance of individual directors and the whole Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role, please discuss them with me as soon as is appropriate. 13Contract for Services It is agreed that you will not be an employee of the Company or any of its subsidiaries and that this letter shall not constitute a contract of employment. Inthis letter: “Board”means the board of directors of the Company from time to time or any person or committee nominated by the board of directors as its representative or to whom (and to that extent) it has delegated powers for the purposes of this letter. “Group”means the Company and any other company which is its subsidiary or in which the Company or any subsidiary of the Company controls not less than 25% of the voting shares (where “subsidiary” has the meaning given to it by section 736 of the Companies Act 1985). Thisletter shall be governed by and construed in accordance with English Law. Both parties submit to the exclusive jurisdictionof the English Courts as regards any claim or matter arising in connection with the terms of this letter. Pleaseacknowledge receipt and acceptance of the terms of this letter by signing the enclosed copy and returning it tothe Company Secretary. I am greatly looking forward to working with you. Kindregards. Yourssincerely JohnBond 5

EX-7

Exhibit 7

Exhibit 7 UNAUDITED COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES⁽¹⁾ 2008 2007 2006 2005 £m £m £m £m Financing costs per Consolidated Income Statementm 2,014 1,612 1,120 880 One third of rental expense 387 340 323 303 —— —— —— — Fixed charges⁽²⁾ 2,401 1,952 1,443 1,183 —— —— —— — Profit/(loss) before taxation from continuing operations 9,001 (2,383) (14,853) 7,285 Share of profit in associated undertakings (2,876) (2,728) (2,428) (1,980) Fixed charges 2,401 1,952 1,443 1,183 Dividends received from associated undertakings 873 791 835 1,896 Preference dividend requirements of a consolidated subsidiary (65) (69) (74) (71) —— —— —— — Earnings 9,334 (2,437) (15,077) 8,313 —— —— —— — Ratio of earnings to fixed charges 3.9 7.0 Deficiency between fixed charges and earnings (4,389) (16,520) Notes: 1. All of the financial information presented in this exhibit is unaudited. 2. Fixed charges include (1) interest expensed (2) amortised premiums, discounts and capitalised expenses related to indebtedness, (3) an estimate of the interest within rental expense, and (4) preference security dividend requirements of a consolidated subsidiary. These include the financings costs of subsidiaries and joint ventures.

EX-12

Exhibit 12

RULE 13a-14(a) CERTIFICATION I, Arun Sarin, certify that: 1. I have reviewed this annual report on Form 20-F of Vodafone Group Plc (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; 4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and 5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. 9 June 2008 /s/ Arun Sarin Date            Arun Sarin Chief Executive

RULE 13a-14(a) CERTIFICATION

I, Arun Sarin, certify that:

1. I have reviewed this annual report on Form 20-F of Vodafone Group Plc (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. 9 June 2008 /s/ Arun Sarin Date Arun Sarin Chief Executive

EX-13

Exhibit 13

RULE 13a-14(b) CERTIFICATION Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Vodafone Group Plc, a company incorporated under the laws of England and Wales (the “Company”), hereby certifies, to such officer’s knowledge, that: The Annual Report on Form 20-F for the year ended 31 March 2008 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 9 June 2008 /s/ Arun Sarin Date            Arun Sarin Chief Executive The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document RULE 13a-14(b) CERTIFICATION Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Vodafone Group Plc, a company incorporated under the laws of England and Wales (the “Company”), hereby certifies, to such officer’s knowledge, that: The Annual Report on Form 20-F for the year ended 31 March 2008 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 9 June 2008 /s/ Arun Sarin Date            Arun Sarin Chief Executive The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.

EX-15.1

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-81825 and 333-149634 on Form S-8 and Registration Statement No. 333-144978 on Form F-3 of our reports dated May 27, 2008, relating to the consolidated financial statements of Vodafone Group Plc, and the effectiveness of Vodafone Group Plc’s internal control over financial reporting, appearing in this Annual Report on Form 20-F of Vodafone Group Plc for the year ended March 31, 2008. Deloitte & Touche LLP Chartered Accountants and Registered Auditors London, United Kingdom June 6, 2008

EX-15.2

Exhibit 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-81825 and 333-149634 on Form S-8 and Registration Statement No. 333-144978 on Form F-3 of Vodafone Group Plc, of our report dated February 22, 2008 (June 6, 2008 as to Note 16 and the 6th and 7th paragraphs of Note 15) (which expresses an unqualified opinion and includes explanatory paragraphs relating to the adoption of the provisions of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment,” on January 1, 2006 and Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” on January 1, 2007) relating to the consolidated financial statements of Cellco Partnership d/b/a Verizon Wireless appearing in this Annual Report on Form 20-F of Vodafone Group Plc for the year ended March 31, 2008. Deloitte & Touche LLP New York, New York June 6, 2008