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VODAFONE GROUP PUBLIC LTD CO filed this 424B5 on 17/06/2026

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VODAFONE GROUP PUBLIC LTD CO - 424B5 - 20260617 - PART_I

the hands of holders of the debt securities (other than certain trustees) who are not resident for tax purposes in the United Kingdom, except where:

(i)

in the case of corporate holders, such persons carry on a trade in the United Kingdom through a permanent establishment; or

(ii)

such persons carry on a trade, profession or vocation in the United Kingdom through a UK branch or agency,

in connection with which the interest is received or to which the debt securities are attributable, in which case (subject to exemptions for interest received by certain categories of agent) tax may be levied on the UK permanent establishment or branch or agency.

In the event that payments of interest on debt securities are subject to withholding or deduction for or on account of UK taxation (for example, as a result of a failure to maintain a listing on a “recognised stock exchange”) then the provisions referred to in “Description of Debt Securities We May Offer — Payment of Additional Amounts” on page 25 may apply so that the net amount received by the holders after such reduction will not be less than the amount the holders would have received in the absence of such withholding or deduction.

Holders of the debt securities should note that the provisions relating to additional amounts referred to in “Description of Debt Securities We May Offer — Payment of Additional Amounts” on page 25 would not apply if HMRC sought to assess directly the person entitled to the relevant interest to UK tax. However exemption from, or reduction of, such UK tax liability might be available under an applicable double taxation treaty.

Provision of Information

Information relating to the debt securities, their holders and beneficial owners may be required to be provided to tax authorities in certain circumstances pursuant to domestic or international reporting and transparency regimes. This may include (but is not limited to) information relating to the value of the debt securities, amounts paid or credited with respect to the debt securities, details of the holders or beneficial owners of the debt securities and information and documents in connection with transactions relating to the debt securities. In certain circumstances, the information obtained by a tax authority may be provided to tax authorities in other countries. Some jurisdictions operate a withholding system in place of, or in addition to, such provision of information requirements.

Issue of Debt Securities to Form Part of Earlier Series

In the earlier section on page 14 entitled “Description of Debt Securities We May Offer — Types of Debt Securities” we set out certain situations in which we may issue additional debt securities to form part of an existing series. Any relevant UK tax consequences as a result of such an issue will be described in an applicable prospectus supplement.

Optional Tax Redemption

In the earlier section on page 24 entitled “Description of Debt Securities We May Offer — Special Situations — Optional Tax Redemption” we set out certain situations in which we may redeem debt securities. Any relevant UK tax consequences as a result of a change in, execution of or amendment to any laws or treaties or the official application or interpretation of any laws or treaties will be described in an applicable prospectus supplement.

Disposal (including Redemption)

This section offers general guidance only and in particular does not discuss the UK tax treatment relevant to convertible or exchangeable securities, asset linked securities or securities issued at anything other than the redemption amount or a fixed discount to their redemption amount.

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Generally, a holder of debt securities who is not resident in the United Kingdom for tax purposes will not be liable for UK taxation in respect of a disposal of a debt security, or in respect of any gain accrued in respect of a debt security or any change in the value of a debt security.

This may not, however, be the case if:

(i)

in the case of corporate holders, such persons carry on a trade in the United Kingdom through a permanent establishment; or

(ii)

in the case of other holders, such persons carry on a trade, profession or vocation in the United Kingdom through a UK branch or agency

in which, or for the purposes of which, trade, permanent establishment, branch or agency the debt securities are used, held or acquired; or to which the debt securities are otherwise attributable. Individuals who cease to be resident in the United Kingdom for a period of five years or less may also be subject to United Kingdom tax on chargeable gains in certain circumstances.

Inheritance Tax

A holder of debt securities who is an individual domiciled outside the United Kingdom (and is not deemed domiciled in the United Kingdom, for example, under certain rules relating to previous domicile or long residence) will generally not be liable for UK inheritance tax in respect of his holding of debt securities (provided these do not have a UK situs). This will broadly be the case provided the register of debt securities in registered form is maintained outside the United Kingdom. If the debt securities are in bearer form, there may be a liability for inheritance tax if the debt securities are held in the United Kingdom. If so, exemption from any UK inheritance tax liability will normally be available for holders of debt securities who are domiciled in the United States and not nationals of the United Kingdom for the purposes of the United Kingdom-United States Inheritance and Gift Tax Treaty.

Stamp Duty and Stamp Duty Reserve Tax

The statements in this section are intended as a general guide to the current UK stamp duty and stamp duty reserve tax position in respect of debt securities that may be issued by the Company. They apply to all holders of debt securities, including holders who are not resident or domiciled in the United Kingdom. Special rules apply to certain transactions such as transfers of debt securities to a company connected with the transferor and those rules are not described below. Investors should also note that certain categories of person are not liable to stamp duty or stamp duty reserve tax and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for stamp duty reserve tax under the Stamp Duty Reserve Tax Regulations 1986.

No UK stamp duty or stamp duty reserve tax will normally be payable by a holder of debt securities which constitute loan capital for the purposes of Section 78 of the Finance Act 1986 on the issue or transfer of the debt securities, unless such securities carry or have carried:

(i)

a right of conversion into shares or other securities or to the acquisition of shares or other securities (including securities of the same description);

(ii)

a right to interest, the amount of which is or was determined to any extent by reference to the results of, or of any part of, a business or to the value of any property;

(iii)

a right to interest the amount of which exceeds a reasonable commercial return on the nominal amount of the capital; or

(iv)

a right on repayment to an amount which exceeds the nominal amount of the capital and is not reasonably comparable with what is generally repayable (in respect of a similar nominal amount of capital) under the terms of issue of loan capital included in the Official List of the Financial Conduct Authority and admitted to trading on the London Stock Exchange plc.

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Warrants

A prospectus supplement will describe, if applicable, the UK tax consequences of the ownership of warrants.

Dividends

We will not be required to withhold amounts on account of UK tax at source when paying a dividend (whether the payment is made to a UK resident shareholder or a non-UK resident shareholder).

Non-UK resident shareholders will not generally be liable to income or corporation tax in the United Kingdom on dividends paid on the shares. However, this may not be the case if:

(i)

in the case of corporate holders, such persons carry on a trade in the United Kingdom through a permanent establishment; or

(ii)

in the case of other holders, such persons carry on a trade, profession or vocation in the United Kingdom through a UK branch or agency

in connection with which the dividends are received or to which the relevant shareholding is attributable.

Disposals

A shareholder who is not resident in the United Kingdom for UK tax purposes will generally only be liable for UK taxation on chargeable gains in respect of his shares in the same circumstances in which he would be liable to such taxation in respect of debt securities (see above).

Inheritance Tax

An individual domiciled outside the United Kingdom is generally liable for UK inheritance tax in respect of assets situated in the United Kingdom. Our shares will probably be so situated. However, an exemption from any UK inheritance tax liability will normally be available for shareholders who are domiciled in the United States and not nationals of the United Kingdom for the purposes of the United Kingdom-United States Inheritance and Gift Tax Treaty.

Stamp Duty and Stamp Duty Reserve Tax

The statements in this section are intended as a general guide to the current UK stamp duty and stamp duty reserve tax position in respect of shares that may be issued by the Company. They apply to all shareholders, including shareholders who are not resident or domiciled in the United Kingdom. Special rules apply to certain transactions such as transfers of shares to a company connected with the transferor and those rules are not described below. Investors should also note that certain categories of person are not liable to stamp duty or stamp duty reserve tax and others may be liable at a higher rate or may, although not primarily liable for tax, be required to notify and account for stamp duty reserve tax under the Stamp Duty Reserve Tax Regulations 1986.

Issues outside of Depositary Receipt Systems and Clearance Services

No UK stamp duty or stamp duty reserve tax will arise on the issue of shares in registered form by the Company.

Transfers outside of Depositary Receipt Systems and Clearance Services

Transfers of shares will generally be subject to UK stamp duty at a rate of 0.5% of the consideration given for the transfer (rounded up to the next £5). The purchaser normally pays the stamp duty.

An agreement to transfer shares will normally give rise to a charge to stamp duty reserve tax at a rate of 0.5% of the amount or value of the consideration payable for the transfer. If a duly stamped transfer in respect of the agreement is produced within six years of the date on which the agreement is made (or, if the

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agreement is conditional, the date on which the agreement becomes unconditional) any stamp duty reserve tax already paid is generally repayable, usually with interest, and any stamp duty reserve tax charge yet to be paid is cancelled. Stamp duty reserve tax is, in general, payable by the purchaser.

Transfers within CREST

Paperless transfers of shares within the CREST system are generally liable to stamp duty reserve tax, rather than stamp duty, at the rate of 0.5% of the amount or value of the consideration payable. CREST is obliged to collect stamp duty reserve tax on relevant transactions settled within the CREST system. Deposits of shares into CREST will not generally be subject to stamp duty reserve tax, unless the transfer into CREST is itself for consideration.

Depositary Receipt Systems and Clearance Services

Special rules apply where shares are issued or transferred (a) to, or to a nominee or an agent for, a person whose business is or includes the provision of clearance services or (b) to, or to a nominee or an agent for, a person whose business is or includes issuing depositary receipts (including in each case within CREST to a CREST account of such a person). In such circumstances, stamp duty or stamp duty reserve tax may be payable at the higher rate of 1.5% of the amount or value of the consideration given or, in certain circumstances, the value of the shares.

Following European Union (“EU”) and UK case law, HMRC accepted in published practice that the 1.5% charge was in breach of EU law so far as it applied to new issues of shares or transfers that were an integral part of a capital raising, and confirmed that it would not seek to collect the 1.5% charge in these circumstances. However, HMRC’s published view has been that the 1.5% charge continues to apply to other transfers of shares into a clearance service or depositary receipt system (although there are circumstances in which this may not reflect the legal position).

The effect of the EU law referred to above continues, as at the date of this registration statement, to be recognized and followed in the UK pursuant to the provisions of the European Union (Withdrawal) Act 2018, even though the United Kingdom is no longer part of the EU. However, unless the UK Government takes action under the Retained EU Law (Revocation and Reform) Act 2023, the effect of the EU law mentioned in this paragraph will cease to be recognized and followed in the UK after the end of 2023 pursuant to that Act. If the effect of the EU law mentioned in this paragraph ceases to be recognized and followed, then the special rules under which the 1.5% charge is imposed will apply in full, and the 1.5% charge will apply (amongst other things) to new issues of shares or transfers that are an integral part of a capital raising. In view of the continuing uncertainty, specific professional advice should be sought before incurring a 1.5% stamp duty or stamp duty reserve tax charge in any circumstances.

Except in relation to clearance services that have made an election under section 97A(1) of the Finance Act 1986 (to which the special rules outlined below apply), no stamp duty or stamp duty reserve tax is payable in respect of paperless transfers and agreements to transfer shares within clearance services or in respect of agreements to transfer interests in depositary receipts.

There is an exception from the 1.5% charge on the transfer to, or to a nominee or agent for, a clearance service where the clearance service has made and maintained an election under section 97A(1) of the Finance Act 1986, which has been approved by HMRC. In these circumstances, stamp duty reserve tax, generally at the rate of 0.5% of the amount or value of the consideration payable for the transfer, will arise on any transfer of shares in the Company into such an account and on subsequent agreements to transfer such shares within such account.

Any liability for stamp duty or stamp duty reserve tax in respect of a transfer into a clearance service or depositary receipt system, or in respect of a transfer within such a service, which does arise will strictly be accountable by the clearance service or depositary receipt system operator or their nominee, as the case may be, but will, in practice, be payable by the participants in the clearance service or depositary receipt system.

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U.S. Federal Income Taxation

This section applies to you only if you acquire the offered security in an offering governed by this prospectus and hold the offered security as a capital asset for U.S. federal income tax purposes. The discussion does not cover all aspects of U.S. federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the acquisition, ownership or disposition of offered securities by particular investors (including consequences under the alternative minimum tax or net investment income tax), and does not address state, local, non-U.S. or other tax laws. It does not apply to you if you are a member of a special class of holders subject to special rules under U.S. federal income tax laws, including:

•

a dealer in securities or currencies;

•

a trader in securities that elects to use a mark-to-market method of accounting;

•

certain financial institutions;

•

an individual retirement account or other tax-deferred accounts;

•

a tax-exempt organization;

•

an insurance company;

•

a person that holds the offered security as part of a straddle or a hedging or conversion transaction;

•

a person subject to special rules for the taxable year of inclusion for accrual-basis taxpayers under Section 451(b) of the Code;

•

a person liable for net investment income tax;

•

in the case of ordinary shares, preference shares and warrants, a person that directly, indirectly or by attribution owns 5% or more of our stock by vote or value; or

•

a U.S. holder (as defined below) whose functional currency is not the U.S. dollar.

This section is based on the Code, its legislative history, existing and proposed regulations, published rulings and court decisions, as well as on the Treaty, all as of the date hereof. These laws are subject to change, possibly on a retroactive basis. In addition, this section is based in part on the representations of the depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed according to its terms.

For U.S. federal income tax purposes, this section is based on the assumption that the holders of ADSs will generally be treated as the owners of the corresponding number of shares held by the depositary and represented by those ADSs.

Accordingly, exchanges of shares for ADSs and ADSs for shares generally will not be subject to U.S. federal income tax. However, the U.S. Treasury has expressed concern that U.S. holders of depositary receipts (such as holders of American Depositary Receipts representing our ADSs) may be claiming foreign tax credits in situations where an intermediary in the chain of ownership between such holders and the issuer of the security underlying the depositary receipts, or a party to whom depositary receipts or deposited shares are delivered by the depositary prior to the receipt by the depositary of the corresponding securities, has taken actions inconsistent with the ownership of the underlying security by the person claiming the credit, such as a disposition of such security. Such actions may also be inconsistent with the claiming of the reduced tax rates that may be applicable to certain dividends received by certain non-corporate holders, as described below. Accordingly, (i) the creditability of any UK taxes and (ii) the availability of the reduced tax rates for any dividends received by certain non-corporate U.S. holders, each as described below, could be affected by actions taken by such parties or intermediaries.

The U.S. federal income tax consequences of acquiring, owning and disposing of warrants will be discussed in an applicable prospectus supplement.

The U.S. federal income tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds an offered security will depend on the status of the partner

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and the activities of the partnership. If you are an entity or arrangement treated as a partnership for U.S. federal income tax purposes, you should consult your own tax advisor concerning the U.S. federal income tax consequences to you and to your partners of the acquisition, ownership and disposition of an offered security by the partnership.

The summary of the U.S. federal income tax consequences set out below is for general information only. You should consult your own tax advisor regarding the U.S. federal, state and local and other tax consequences of acquiring, owning and disposing of an offered security in your particular circumstances.

This section addresses only U.S. federal income taxation.

United States Holders

This subsection describes the U.S. federal income tax consequences to a U.S. holder of acquiring, owning and disposing of ordinary shares, ADSs, preference shares or debt securities that we may issue. You are a U.S. holder if you are a beneficial owner of an offered security and you are for U.S. federal income tax purposes:

•

a citizen or resident of the United States;

•

a domestic corporation;

•

an estate whose income is subject to U.S. federal income tax regardless of its source; or

•

a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for U.S. federal income tax purposes.

Taxation of Debt Securities

This subsection deals only with debt securities that are due to mature 30 years or less from the date on which they are issued. The U.S. federal income tax consequences of owning debt securities that are due to mature more than 30 years from their date of issue will be discussed in an applicable prospectus supplement. This subsection also does not discuss special tax considerations relevant to the acquisition, ownership and disposition by U.S. holders of debt securities issued in bearer form.

Payments of Interest

Except as described below on page 55 under “— Original Issue Discount — General,” you will be taxed on any interest on your debt securities, whether payable in U.S. dollars or a foreign currency, as ordinary income at the time you receive the interest or when it accrues, depending on your method of accounting for U.S. federal income tax purposes, reduced by the allocable amount of amortizable bond premium, subject to the discussion below. Interest paid by us on the debt securities and original issue discount (“OID”) if any, accrued with respect to the debt securities (as described below under “Original Issue Discount”) generally will constitute income from sources outside the United States, subject to the rules regarding the foreign tax credit allowable to a U.S. holder. Under the foreign tax credit rules, interest paid will generally be “passive” category income.

Cash Basis Taxpayers

If you are a taxpayer that uses the cash receipts and disbursements method of accounting for U.S. federal income tax purposes and you receive an interest payment that is denominated in, or determined by reference to, a foreign currency, you must recognize income equal to the U.S. dollar value of the interest payment, based on the exchange rate in effect on the date of receipt, regardless of whether you actually convert the payment into U.S. dollars.

Accrual Basis Taxpayers

If you are a taxpayer that uses an accrual method of accounting for U.S. federal income tax purposes, you may determine the amount of income that you recognize with respect to an interest payment

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denominated in, or determined by reference to, a foreign currency by using one of two methods. Under the first method, you will determine the amount of income accrued based on the average exchange rate in effect during the interest accrual period or, with respect to an accrual period that spans two taxable years, that part of the period within the taxable year.

If you elect the second method, you would determine the amount of income accrued on the basis of the exchange rate in effect on the last day of the accrual period, or, in the case of an accrual period that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the taxable year. Additionally, under this second method, if you receive a payment of interest within five business days of the last day of your accrual period or taxable year, you may instead translate the interest accrued into U.S. dollars at the exchange rate in effect on the day that you actually receive the interest payment. If you elect the second method, it will apply to all debt instruments that you hold at the beginning of the first taxable year to which the election applies and to all debt instruments that you subsequently acquire. You may not revoke this election without the consent of the U.S. Internal Revenue Service (“the IRS”).

When you actually receive an interest payment, including a payment attributable to accrued but unpaid interest upon the sale or retirement of your debt security, denominated in, or determined by reference to, a foreign currency for which you accrued an amount of income, you will recognize exchange gain or loss (taxable as ordinary income or loss) measured by the difference, if any, between the exchange rate that you used to accrue interest income and the exchange rate in effect on the date of receipt, regardless of whether you actually convert the payment into U.S. dollars.

Original Issue Discount

General

If you own a debt security, other than a short-term debt security with a term of one year or less, it will be treated as a discount debt security issued with OID if the debt security’s stated redemption price at maturity exceeds its issue price by equal to or more than a statutorily defined de minimis amount. Generally, a debt security’s issue price will be the first price at which a substantial amount of debt securities included in the issue of which the debt security is a part is sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers. A debt security’s stated redemption price at maturity is the total of all payments provided by the debt security that are not payments of qualified stated interest. Generally, an interest payment on a debt security is qualified stated interest if it is one of a series of stated interest payments on a debt security that are unconditionally payable at least annually at a single fixed rate, with certain exceptions for lower rates paid during some periods, applied to the outstanding principal amount of the debt security. There are special rules for variable rate debt securities that are discussed below on page 57 under “— Variable Rate Debt Securities.”

In general, your debt security is not a discount debt security if the amount by which its stated redemption price at maturity exceeds its issue price is less than the de minimis amount of 1∕4 of 1% of its stated redemption price at maturity multiplied by the number of complete years to its maturity. Your debt security will have de minimis OID if the amount of the excess is less than the de minimis amount. If your debt security has de minimis OID, you must include a portion of the de minimis amount in income as stated principal payments are made on the debt security, unless you make the election described below under “— Election to Treat All Interest as Original Issue Discount.” You can determine the includible amount with respect to each such payment by multiplying the total amount of your debt security’s de minimis OID by a fraction equal to:

•

the amount of the principal payment made divided by:

•

the stated principal amount of the debt security.

Generally, if your discount debt security matures more than one year from its date of issue, you must include OID in income before you receive cash attributable to that income. The amount of OID that you must include in income is calculated using a constant-yield method, and generally you will include increasingly greater amounts of OID in income over the life of your debt security. More specifically, you can calculate the amount of OID that you must include in income by adding the daily portions of OID with respect to your discount debt security for each day during the taxable year or portion of the taxable year that you hold your discount debt security. You can determine the daily portion by allocating to each day in any

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accrual period a pro rata portion of the OID allocable to that accrual period. You may select an accrual period of any length with respect to your discount debt security and you may vary the length of each accrual period over the term of your discount debt security. However, no accrual period may be longer than one year and each scheduled payment of interest or principal on the discount debt security must occur on either the first or final day of an accrual period.

If a debt security provides for a scheduled accrual period that is longer than one year (for example, as a result of a long initial period on a debt security with interest that is generally paid on an annual basis), then stated interest on the debt security will not qualify as “qualified stated interest” under the applicable Treasury Regulations. As a result, the debt security would be a discount debt security. In that event, among other things, cash-method U.S. holders will be required to accrue stated interest on the debt security under the rules for OID described above, and all U.S. holders will be required to accrue OID that would otherwise fall under the de minimis threshold.

You can determine the amount of OID allocable to an accrual period by:

•

multiplying your discount debt security’s adjusted issue price at the beginning of the accrual period by your debt security’s yield to maturity; and then

•

subtracting from this figure the sum of the payments of qualified stated interest on your debt security allocable to the accrual period.

You must determine the discount debt security’s yield to maturity on the basis of compounding at the close of each accrual period and adjusting for the length of each accrual period. Further, you determine your discount debt security’s adjusted issue price at the beginning of any accrual period by:

•

adding your discount debt security’s issue price and any accrued OID for each prior accrual period; and then

•

subtracting any payments previously made on your discount debt security that were not qualified stated interest payments.

Acquisition Premium

If you purchase your debt security for an amount that is less than or equal to the sum of all amounts, other than qualified stated interest, payable on your debt security after the purchase date but is greater than the amount of your debt security’s adjusted issue price, as determined above on page 55 under “— General,” the excess is acquisition premium. If you do not make the election described below on page 57 under “— Election to Treat All Interest as Original Issue Discount,” then you must reduce the daily portions of OID by a fraction equal to:

•

the excess of your adjusted basis in the debt security immediately after purchase over the adjusted issue price of the debt security

divided by:

•

the excess of the sum of all amounts payable, other than qualified stated interest, on the debt security after the purchase date over the debt security’s adjusted issue price.

Pre-Issuance Accrued Interest

An election may be made to decrease the issue price of your debt security by the amount of pre-issuance accrued interest if:

•

a portion of the initial purchase price of your debt security is attributable to pre-issuance accrued interest;

•

the first stated interest payment on your debt security is to be made within one year of your debt security’s issue date; and

•

the payment will equal or exceed the amount of pre-issuance accrued interest.

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If this election is made, a portion of the first stated interest payment will be treated as a return of the excluded pre-issuance accrued interest and not as an amount payable on your debt security. You should consult your own tax advisors concerning the U.S. federal income tax consequences of holding debt securities if this election is not made.

Election to Treat All Interest as Original Issue Discount

You may elect to include in gross income all interest that accrues on your debt security using the constant-yield method described above on page 55 under “— General,” with the modifications described below. For purposes of this election, interest will include stated interest, OID, de minimis OID, market discount, de minimis market discount and unstated interest, as adjusted by any amortizable bond premium, described below under “Debt Securities Purchased at a Premium,” or acquisition premium.

If you make this election for your debt security, then, when you apply the constant-yield method:

•

the issue price of your debt security generally will equal your adjusted basis after you acquire it;

•

the issue date of your debt security will be the date you acquired it; and

•

no payments on your debt security will be treated as payments of qualified stated interest.

Generally, this election will apply only to the debt security for which you make it; however, if the debt security has amortizable bond premium, you will be deemed to have made an election to apply amortizable bond premium against interest for all debt instruments with amortizable bond premium, other than debt instruments the interest on which is excludible from gross income, that you hold as of the beginning of the taxable year to which the election applies or any taxable year thereafter. Additionally, if you make this election for a market discount debt instrument, you will be treated as having made the election discussed below under “Market Discount” to include market discount in income currently over the life of all debt instruments that you currently own or later acquire. You may not revoke any election to apply the constant-yield method to all interest on a debt security or the deemed elections with respect to amortizable bond premium or market discount debt securities without the consent of the IRS.

Variable Rate Debt Securities

Your debt security will be a variable rate debt security if:

•

your debt security’s issue price does not exceed the total non-contingent principal payments by more than the lesser of:

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1.5% of the product of the total non-contingent principal payments and the number of complete years to maturity from the issue date; or

•

15% of the total non-contingent principal payments; and

•

your debt security provides for stated interest, compounded or paid at least annually, only at:

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one or more qualified floating rates;

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a single fixed rate and one or more qualified floating rates;

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a single objective rate; or

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a single fixed rate and a single objective rate that is a qualified inverse floating rate; and

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your debt security does not provide for any principal payments that are contingent (other than as described above).

Your debt security will have a variable rate that is a qualified floating rate if:

•

variations in the value of the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which your debt security is denominated; or

•

the rate is equal to such a rate multiplied by either:

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a fixed multiple that is greater than 0.65 but not more than 1.35; or

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a fixed multiple greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate; and

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the value of the rate on any date during the term of your debt security is set no earlier than three months prior to the first day on which that value is in effect and no later than one year following that first day.

If your debt security provides for two or more qualified floating rates that are within 0.25 percentage points of each other on the issue date or can reasonably be expected to have approximately the same values throughout the term of the debt security, the qualified floating rates together constitute a single qualified floating rate.

Your debt security will not have a qualified floating rate, however, if the rate is subject to certain restrictions (including caps, floors, governors, or other similar restrictions) unless such restrictions are fixed throughout the term of the debt security or are not reasonably expected to significantly affect the yield on the debt security.

Your debt security will have a variable rate that is a single objective rate if:

•

the rate is not a qualified floating rate;

•

the rate is determined using a single, fixed formula that is based on objective financial or economic information that is not within the control of or unique to the circumstances of the issuer or a related party; and

•

Your debt security will not have a variable rate that is an objective rate, however, if it is reasonably expected that the average value of the rate during the first half of your debt security’s term will be either significantly less than or significantly greater than the average value of the rate during the final half of your debt security’s term.

An objective rate as described above is a qualified inverse floating rate if:

•

the rate is equal to a fixed rate minus a qualified floating rate; and

•

the variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the cost of newly borrowed funds.

Your debt security will also have a single qualified floating rate or an objective rate if interest on your debt security is stated at a fixed rate for an initial period of one year or less followed by either a qualified floating rate or an objective rate for a subsequent period, and either:

•

the fixed rate and the qualified floating rate or objective rate have values on the issue date of the debt security that do not differ by more than 0.25 percentage points; or

•

the value of the qualified floating rate or objective rate is intended to approximate the fixed rate.

In general, if your variable rate debt security provides for stated interest at a single qualified floating rate or objective rate, or one of those rates after a single fixed rate for an initial period, all stated interest on your debt security is qualified stated interest. In this case, the amount of qualified stated interest and the amount of OID, if any, is determined by using, in the case of a qualified floating rate or qualified inverse floating rate, the value as of the issue date of the qualified floating rate or qualified inverse floating rate, or, for any other objective rate, a fixed rate that reflects the yield reasonably expected for your debt security.

If your variable rate debt security does not provide for stated interest at a single qualified floating rate or a single objective rate, and also does not provide for interest payable at a fixed rate other than a single fixed rate for an initial period, you generally must determine the interest and OID accruals on your debt security by:

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determining a fixed rate substitute for each variable rate provided under your variable rate debt security;

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constructing the equivalent fixed rate debt instrument, using the fixed rate substitute described above;

•

determining the amount of qualified stated interest and OID with respect to the equivalent fixed rate debt instrument; and

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adjusting for actual variable rates during the applicable accrual period.

When you determine the fixed rate substitute for each variable rate provided under the variable rate debt security, you generally will use the value of each variable rate as of the issue date or, for an objective rate that is not a qualified inverse floating rate, a rate that reflects the reasonably expected yield on your debt security.

If your variable rate debt security provides for stated interest either at one or more qualified floating rates or at a qualified inverse floating rate, and also provides for stated interest at a single fixed rate other than at a single fixed rate for an initial period, you generally must determine interest and OID accruals by using the method described in the previous paragraph. However, your variable rate debt security will be treated, for purposes of the first three steps of the determination, as if your debt security had provided for a qualified floating rate, or a qualified inverse floating rate, rather than the fixed rate. The qualified floating rate, or qualified inverse floating rate, that replaces the fixed rate must be such that the fair market value of your variable rate debt security as of the issue date approximates the fair market value of an otherwise identical debt instrument that provides for the qualified floating rate, or qualified inverse floating rate, rather than the fixed rate.

If your debt security provides for interest at a variable rate but does not qualify as a variable rate debt security, then the security generally will be treated as a contingent payment debt obligation. The proper U.S. federal income tax treatment of such securities that are treated as contingent payment debt obligations will be more fully described in the applicable prospectus supplement.

Short-Term Debt Securities

In general, if you are an individual or other cash basis U.S. holder of a short-term debt security, you are not required to accrue OID, as specially defined below for the purposes of this paragraph, for U.S. federal income tax purposes unless you elect to do so (although it is possible that you may be required to include any stated interest in income as you receive it). If you are an accrual basis taxpayer, a taxpayer in a special class, including, but not limited to, a regulated investment company, common trust fund, or a certain type of pass-through entity, or a cash basis taxpayer who so elects, you will be required to accrue OID on short-term debt securities on either a straight-line basis or, if you so elect, under the constant-yield method, based on daily compounding. If you are not required and do not elect to include OID in income currently, any gain you realize on the sale or retirement of your short-term debt security will be ordinary income to the extent of the accrued OID, which will be determined on a straight-line basis unless you make an election to accrue the OID under the constant-yield method, through the date of sale or retirement. However, if you are not required and do not elect to accrue OID on your short-term debt securities, you will be required to defer deductions for interest on borrowings allocable to your short-term debt securities in an amount not exceeding the deferred income until the deferred income is realized.

When you determine the amount of OID subject to these rules, you must include all interest payments on your short-term debt security, including stated interest, in your short-term debt security’s stated redemption price at maturity. You may elect to determine OID on a short-term debt security as if the short-term debt security had been originally issued to the U.S. holder at the U.S. holder’s purchase price for the short-term debt security. This election shall apply to all obligations with a maturity of one year or less acquired by the U.S. holder on or after the first day of the taxable year to which the election applies and may not be revoked without the consent of the IRS.

Foreign Currency Discount Notes

If your discount debt security is denominated in, or determined by reference to, a foreign currency, you must determine OID for any accrual period on your discount debt security in the foreign currency and then translate the amount of OID into U.S. dollars in the same manner as stated interest accrued by an accrual

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basis U.S. holder, as described above under “Payments of Interest.” You may recognize exchange gain or loss (taxable as ordinary income or loss) when you receive an amount attributable to OID in connection with a payment of interest or the sale or retirement of your debt security equal to the difference between the amount received (translated into U.S. dollars at the spot rate on the date of receipt) and the amount previously accrued, regardless of whether you actually convert the payment into U.S. dollars.

Market Discount

You will be treated as if you purchased your debt security, other than a short-term debt security, at a market discount, and your debt security will be a market discount debt security if:

•

you purchase your debt security for less than its issue price as determined above on page 55 under “Original Issue Discount — General”; and

•

the difference between the debt security’s stated redemption price at maturity or, in the case of a discount debt security, the debt security’s revised issue price and the price you paid for your debt security is equal to or greater than 1∕4 of 1% of your debt security’s stated redemption price at maturity or revised issue price, respectively, multiplied by the number of complete years from the date you acquire the debt security to the debt security’s maturity. To determine the revised issue price of your debt security for these purposes, you generally add any OID that has accrued on your debt security to its issue price.

If your debt security’s stated redemption price at maturity or, in the case of a discount debt security, its revised issue price, exceeds the price you paid for the debt security by less than 1∕4 of 1% multiplied by the number of complete years from the date you acquire the debt security to the debt security’s maturity, the excess constitutes de minimis market discount, and the rules discussed below are not applicable to you.

You must treat any gain you recognize on the sale or retirement of your market discount debt security (including any payment on a market discount debt security that is not qualified stated interest) as ordinary income to the extent of the accrued market discount on your debt security. Alternatively, you may elect to include market discount in income currently over the life of your debt security. If you make this election, it will apply to all debt instruments with market discount that you acquire on or after the first day of the first taxable year to which the election applies. You may not revoke this election without the consent of the U.S. IRS. If you own a market discount debt security and do not make this election, you will generally be required to defer deductions for interest on borrowings allocable to your debt security in an amount not exceeding the accrued market discount on your debt security until the sale or retirement of your debt security.

You will accrue market discount on your market discount debt security on a straight-line basis unless you elect to accrue market discount using a constant-yield method. If you make this election, it will apply only to the debt security with respect to which it is made and you may not revoke it.

You will accrue market discount on a market discount debt security denominated in, or determined by reference to, a foreign currency in such foreign currency. If you elect to include market discount in income currently, you must translate the accrued market discount into U.S. dollars in the same manner as stated interest accrued by an accrual basis U.S. holder, as described above under “Payments of Interest”. Upon the receipt of an amount attributable to accrued market discount, you may recognize exchange gain or loss (taxable as ordinary income or loss) determined in the same manner as for accrued interest or OID, regardless of whether you actually convert the payment into U.S. dollars. If you do not elect to include market discount in income currently, you will recognize, upon the sale or retirement of the debt security, the U.S. dollar value of the amount accrued, calculated at the spot rate on that date, and no part of this accrued market discount will be treated as exchange gain or loss.

Debt Securities Purchased at a Premium

If you purchase your debt security for an amount in excess of its principal amount, you may elect to treat the excess as amortizable bond premium. If you make this election, you will reduce the amount required to be included in your income each year with respect to interest on your debt security by the amount of amortizable bond premium allocable to that year, based on your debt security’s yield to maturity. If your debt security is denominated in, or determined by reference to, a foreign currency, you will compute

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your amortizable bond premium in such foreign currency and your amortizable bond premium will reduce your interest income in such foreign currency. Gain or loss recognized that is attributable to changes in exchange rates between the time your amortized bond premium offsets interest income and the time of the acquisition of your debt security is generally taxable as ordinary income or loss. If you make an election to amortize bond premium, it will apply to all debt instruments, other than debt instruments the interest on which is excludible from gross income, that you hold at the beginning of the first taxable year to which the election applies or that you thereafter acquire, and you may not revoke it without the consent of the IRS. Special rules may limit the amortization of bond premium with respect to Notes subject to early redemption.

If you do not elect to take amortizable bond premium into account currently, you will recognize gain or loss on the sale or retirement of the debt security in the manner described below under “— Purchase, Sale and Retirement of the Debt Securities”. See also “Original Issue Discount — Election to Treat All Interest as Original Issue Discount” on page 57.

Purchase, Sale and Retirement of the Debt Securities

Your adjusted tax basis in your debt security will generally be the U.S. dollar cost of your debt security:

•

increased by any OID or market discount, de minimis original issue discount and de minimis market discount previously included in income with respect to your debt security; and then

•

reduced by any payments on your debt security that are not qualified stated interest payments and any amortizable bond premium applied to reduce interest on your debt security.

You will generally recognize gain or loss on the sale or retirement of your debt security equal to the difference between the amount realized on the sale or retirement and your tax basis in your debt security, in each case as determined in U.S. dollars. You should you consult your own tax advisor about how to account for proceeds received on the sale or retirement of debt securities that are not paid in U.S. dollars

You will recognize capital gain or loss when you sell or retire your debt security, except to the extent:

•

described above under “Original Issue Discount — Short-Term Debt Securities” on page 59 or “— Market Discount” on page 60;

•

attributable to accrued but unpaid interest;

•

the rules governing contingent payment obligations apply; or

•

attributable to changes in exchange rates as described below.

Capital gain of a non-corporate U.S. holder is generally taxed at a reduced rate where the holder has a holding period greater than one year. You must treat any portion of the gain or loss that you recognize on the sale or retirement of a debt security as ordinary income or loss to the extent attributable to changes in exchange rates. However, you take exchange gain or loss into account only to the extent of the total gain or loss you realize on the transaction.

Indexed Debt Securities

The applicable prospectus supplement will discuss any special U.S. federal income tax rules with respect to debt securities the payments on which are determined by reference to any index and other debt securities that are subject to the rules governing contingent payment obligations which are not subject to the rules governing variable rate debt securities.

Treasury Regulations Requiring Disclosure of Reportable Transactions

U.S. taxpayers are required to report certain transactions that give rise to a loss in excess of certain thresholds (a “Reportable Transaction”). Under these regulations, if the debt securities are denominated in, or determined by reference to, a foreign currency, a U.S. holder (or a non-U.S. holder that holds the debt securities in connection with a U.S. trade or business) that recognizes a loss with respect to the debt securities that is characterized as an ordinary loss due to changes in currency exchange rates (under any of the rules discussed above) would be required to report the loss on IRS Form 8886 (Reportable Transaction

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Statement) if the loss exceeds the thresholds set forth in the regulations. You should consult with your tax advisor regarding any tax filing and reporting obligations that may apply in connection with acquiring, owning and disposing of debt securities.

Taxation of Shares and ADSs

Except as otherwise noted, the discussion below assumes that Vodafone is not a passive foreign investment company (“PFIC”). See “PFIC Rules” below on page 63.

Dividends

Under the U.S. federal income tax laws, if you are a U.S. holder, the gross amount of any distribution we pay out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will be taxable to a U.S. holder as dividend income. If you are a non-corporate U.S. holder, dividends paid to you that constitute qualified dividend income will be taxable to you at the reduced rate normally applicable to long-term capital gains provided that you hold the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date or, in the case of preference shares, if the dividend is attributable to a period or periods aggregating over 366 days, provided that you hold the preference shares for more than 90 days during the 181-day period beginning 90 days before the ex-dividend date and meet other holding period requirements. Dividends we pay with respect to the shares or ADSs generally are expected to be qualified dividend income. Distributions in excess of current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be treated as a non-taxable return of capital to the extent of your basis in the shares or ADSs and thereafter as capital gain. However, we do not maintain calculations of our earnings and profits in accordance with U.S. federal income tax accounting principles. You should therefore assume that any distribution by us with respect to our shares or ADSs will be reported as ordinary dividend income. You should consult your tax advisor with respect to the appropriate U.S. federal income tax treatment of any distribution received from us.

Dividends will be taxable to you when you, in the case of shares, or the depositary, in the case of ADSs, receive the dividend, actually or constructively. Dividends will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. In the case of ordinary shares and preference shares, the amount of any dividend that you must include in your income as a U.S. holder will be the U.S. dollar value of the pound sterling payments made, determined at the spot pound sterling/U.S. dollar rate on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars. If dividends received in pound sterling are converted into U.S. dollars on the day they are received, you generally will not be required to recognize exchange gain or loss in respect of the dividend income.

Dividends generally are expected to be income from sources outside the United States, and will, depending on your circumstances, be “passive” or “general” income. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the long-term capital gains’ tax rate. The U.S. foreign tax credit rules are very complex. You should consult your tax advisor with respect to the application of these rules to your particular circumstances.

Sale or Disposition of Shares and ADSs

If you are a U.S. holder and you sell or otherwise dispose of your shares or ADSs, you will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount that you realize and your tax basis, determined in U.S. dollars, in your shares or ADSs. Capital gain of a non-corporate U.S. holder is generally taxed at the long-term capital gains’ tax rate where the holder has a holding period greater 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. You may recognize exchange gain or loss (taxable as ordinary income or loss) if the spot rate on the date that the ADS depositary disposes of foreign currency (or on the date of sale in the case of a non-electing accrual method U.S. holder) is different from the spot rate on the settlement date. You should you consult your own tax advisor about how to calculate the U.S. dollar value of the amount realized on the sale or disposition of shares or ADSs.

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PFIC Rules

Vodafone expects that shares and ADSs should not be treated as stock of a PFIC for U.S. federal income tax purposes for the current year and foreseeable future, but this conclusion is a factual determination that is made annually and thus may be subject to change. If Vodafone were to be treated as a PFIC, unless you elect to be taxed annually on a mark-to-market basis with respect to the shares or ADSs, gain realized on the sale or other disposition of your shares or ADSs would in general not be treated as capital gain. Instead, you would be treated as if you had realized such gain and certain “excess distributions” ratably over your 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, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, your shares or ADSs will be treated as stock in a PFIC if Vodafone were a PFIC at any time during your holding period in your shares or ADSs. Dividends that you receive from Vodafone will not be eligible for the special tax rates applicable to qualified dividend income if Vodafone is treated as a PFIC with respect to you either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income.

Non-U.S. Holders

This subsection describes the U.S. federal income tax consequences to a non-U.S. holder of acquiring, owning and disposing of ordinary shares or ADSs, preference shares or debt securities that we may issue. You are a non-U.S. holder if you are a beneficial owner of an offered security and you are, for U.S. federal income tax purposes:

•

a non-resident alien individual;

•

a foreign corporation; or

•

an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain from a debt security.

If you are a U.S. holder, this subsection does not apply to you.

Interest on Debt Securities

Under U.S. federal income tax law, and subject to the discussion of backup withholding below, if you are a non-U.S. holder, interest on a debt security paid to you is exempt from U.S. federal income tax, including withholding tax, unless the interest is “effectively connected” with your conduct of a trade or business in the United States and, if required by an applicable income tax treaty as a condition for subjecting you to U.S. taxation on a net income basis, the dividends are attributable to a permanent establishment that you maintain in the United States. In such cases you generally will be taxed in the same manner as a U.S. holder.

Dividends on Shares or ADSs

If you are a non-U.S. holder, dividends paid to you in respect of shares or ADSs will not be subject to U.S. federal income tax unless the dividends are “effectively connected” with your conduct of a trade or business within the United States, and, if required by an applicable income tax treaty as a condition for subjecting you to U.S. taxation on a net income basis, the dividends are attributable to a permanent establishment that you maintain in the United States. In such cases you generally will be taxed in the same manner as a U.S. holder.

Capital Gains

If you are a non-U.S. holder, you generally will not be subject to U.S. federal income tax on gain realized on the sale, exchange or retirement of an ordinary share or ADS, preference share or debt security unless:

•

the gain is effectively connected with your conduct of a trade or business within the United States, and the gain is attributable to a permanent establishment that you maintain in the United States if that is required by an applicable income tax treaty as a condition for subjecting you to U.S. federal income taxation on a net income basis, or

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•

you are an individual, you are present in the United States for 183 or more days during the taxable year in which the gain is realized and certain other conditions exist.

Information Reporting and Backup Withholding

If you are a non-corporate U.S. holder, information reporting requirements on IRS Form 1099 generally will apply to:

•

payments of principal, interest on a debt security, accrued OID on a discount debt security, and dividends or other taxable distributions with respect to shares or ADSs within the United States, including payments made by wire transfer from outside the United States to an account you maintain in the United States; and

•

the payment of the proceeds from the sale of an offered security effected at a U.S. office of a broker.

Additionally, backup withholding will apply to such payments if you are a non-corporate U.S. holder that:

•

fails to provide an accurate taxpayer identification number;

•

is notified by the IRS that you have failed to report all interest and dividends required to be shown on your U.S. federal income tax returns; or

•

in certain circumstances, fails to comply with applicable certification requirements.

Certain U.S. holders are not subject to backup withholding. You should consult your tax advisor as to your qualification for exemption from backup withholding and the procedure for obtaining an exemption.

Payments of principal, interest on a debt security, accrued OID on a discount debt security, and the proceeds of sale or other disposition of a debt security, as well as dividends or other taxable distributions with respect to shares or ADSs, by a U.S. paying agent or other U.S. or U.S.-connected intermediary to a holder of debt securities, shares, and ADSs, that is not a U.S. holder will not be subject to backup withholding tax and information reporting requirements if appropriate certification (Internal Revenue Service Form W-8BEN-E or some other appropriate form) is provided by the holder to the payor and the payor does not have actual knowledge that the certificate is false.

Foreign Financial Asset Reporting

U.S. taxpayers that own certain foreign financial assets, including debt and equity of foreign entities, if the aggregate value of all of these assets exceeds U.S.$50,000 at the end of the taxable year or U.S.$75,000 at any time during the taxable year (or, for certain individuals living outside the United States and married individuals filing joint returns, certain higher thresholds) may be required to file an information report with respect to such assets with their tax returns. Our debt securities, shares or ADSs are expected to constitute foreign financial assets subject to these requirements unless they are held in an account at a financial institution (in which case the account may be reportable if maintained by a foreign financial institution). You should consult your tax advisor regarding the application of the rules relating to foreign financial asset reporting.

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