Vodafone Group Plc

Annual Report 2021

Contents Welcome to our 2021 Annual Report
Strategic Report Our new approach to reporting
01 S Our strategic framework This year we have adopted a digital first approach reflecting how we operate as a business. As a
02 S About Vodafone result, while the Annual Report continues to be a core part of our reporting suite, we have simplified
04 S Financial and non-financial performance the format and included links to interactive online content, such as videos. This online material
06 Chairman’s message brings to life what we do, how we do it, and provides you with a better overall understanding
07 Chief Executive’s statement of our business. We have also introduced new summaries at the start of each key section
(denoted by an S in the contents to the left).
08 S Market and strategy

10 Mega trends For the first time we have also published a separate report that summarises our progress towards
12 Stakeholder engagement meeting the recommendations of the Task Force on Climate-related Financial Disclosures (‘TCFD’),
14 Strategic review as well as a comprehensive addendum that includes data on environmental, social and governance
16 S Business model (‘ESG’) topics.
18 Strategic review (continued) vodafone.com investors.vodafone.com/tcfd
21 Our people strategy
23 Our financial performance investors.vodafone.com investors.vodafone.com/esgaddendum
32 S Purpose, sustainability
and responsible business
34 Our purpose
References
34 Inclusion for All The Annual Report has been redesigned to aid navigation. We have cross-referenced relevant
38 Planet material and navigation buttons are ‘clickable’ when using the digital version of the Annual Report.
41 Digital Society
Online content can be accessed by clicking links on the digital version of this Annual Report,
copying the website address into an internet browser, or scanning the QR code on a mobile device.
42 Contribution to Sustainable Development Goals
43 Responsible business Read more Click to see related Scan or click to watch
52 Non-financial information page reference content online related video content online
53 Risk management
We have also reported against a number of voluntary reporting frameworks to help our
Governance stakeholders understand our sustainable business performance. Disclosures prepared in
62 SGovernance at a glance accordance with the Global Reporting Initiative (‘GRI’) or Sustainability Accounting Standards
64 Chairman’s governance statement
Board (‘SASB’) guidance can be found in our ESG Addendum or on investors.vodafone.com.
66 Board of Directors, leadership and responsibilities investors.vodafone.com/esgaddendum investors.vodafone.com/sasb
70 Executive management
71 Board activities and principal decisions Videos:
73 Board evaluation Our new brand
74 Nominations and Governance Committee
Scan or click to watch a video summarising our new brand positioning,
76 Audit and Risk Committee
‘Together we can’: investors.vodafone.com/videos-brand
82 Remuneration Committee
84 Remuneration Policy
90 Annual Report on Remuneration Strategy
104 US listing requirements
105 Directors’ report
Scan or click to watch our Chief Executive, Nick Read, summarise our performance
this year and introduce the next phase of our strategy:
Financials investors.vodafone.com/videos-strategy
107 Reporting on our financial performance
108 Directors’ statement of responsibility
Financial performance
110 Auditor’s report Scan or click to watch our Chief Financial Officer, Margherita Della Valle,
121 Consolidated financial statements and notes summarise our financial performance in FY21:
209 Company financial statements and notes investors.vodafone.com/videos-cfo
Other information Governance
217 Non-GAAP measures
227 Shareholder information
Scan or click to watch our Chairman, Jean-François van Boxmeer,
share his views on his first months at Vodafone:
233 History and development
investors.vodafone.com/videos-chair
233 Regulation
241 Form 20-F cross reference guide
244 Forward-looking statements Scan or click to watch the Chair of the Audit and Risk Committee, David Nish,
245 Definition of terms
explain his role: investors.vodafone.com/videos-arc

This document is the Group’s UK Annual Report and is not

the Group’s Annual Report on Form 20-F that will be filed
separately with the US SEC at a later date. Scan or click to watch the Senior Independent Director and Chair of the
Remuneration Committee, Valerie Gooding, explain her role:
This Report contains references to Vodafone’s investors.vodafone.com/videos-rem
website, and other supporting disclosures located
thereon such as videos, our ESG Addendum and
our TCFD Report, amongst others. These references Scan or click to watch our prospective Non-Executive Director, Olaf Swantee,
are for readers’ convenience only and information introduce himself: investors.vodafone.com/videos-ned
included on Vodafone’s website is not incorporated
in, and does not form part of, this Annual Report.
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Annual Report 2021 Strategic report Governance Financials Other information

Our strategic framework

Our next phase to drive returns

through growth
Our purpose: We connect for a better future

Inclusion for All Planet Digital Society

Ensuring everyone has access to the benefits Reducing our environmental impact Connecting people and things and digitalising
of a digital society and helping society decarbonise critical sectors
Read more Read more Read more
on pages 34-37 on pages 38-40 on pages 41-42

Our strategy: The new generation connectivity and digital services provider
for Europe & Africa, enabling an inclusive & sustainable digital society
Customer commitments
Best connectivity Leading innovation in digital services Outstanding digital experiences
products & services
Leveraging our unique platforms and Using our leading digital architecture to
Providing the best core connectivity partnering with leading technology firms provide a seamless customer experience
for consumers and businesses to provide customers with a ’best on
Vodafone’ user experience
Enabling strategies
Simplified & most efficient operator Social contract shaping the Leading gigabit networks
digital society
Through digital transformation, Maintaining our leading gigabit networks
standardisation, and automation Influencing policy and regulation to as we provide our customers with the
of processes at scale shape a more healthy industry structure, best connectivity products and ‘best on
and build a resilient, inclusive and Vodafone’ user experience
sustainable digital society

Our advantage: Leading connectivity provider

Our people & culture Europe & Africa Governance & Risk Management
The ‘Vodafone Spirit’ Two attractive regions with scale Strong frameworks in place
Read more Read more Read more
on pages 21-22 on pages 16-20 on page 81

Creating value for society and shareholders

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Annual Report 2021 Strategic report Governance Financials Other information

About Vodafone

A new generation connectivity

and digital services provider
Our business Our strategy (2019-21)
We offer a range of leading connectivity products We have delivered the first phase of our strategy
and platforms to consumers and businesses across to become a new generation connectivity
Europe and Africa. & digital services provider.

Consumer Delivering our strategic priorities at pace

Europe Africa During the first phase of our transformation we have focused on
Mobile Mobile reshaping the Group and establishing a foundation from which to grow
We provide a range of market We provide a range of mobile in the converged connectivity markets in Europe, and mobile data and
leading mobile services, enabling services, enabling customers payments in Africa.
customers to reliably call, text and to call, text and access data. This has been delivered through four key strategic priorities:
access data. The demand for mobile data is
growing rapidly driven by the lack Deepening customer engagement
Fixed
of fixed broadband access and by Deepening the relationship we have with our customers by
Our fixed-line services include
increased smartphone penetration. offering additional products and services in order to deliver
broadband, TV and voice. We offer
high-speed connectivity through our M-Pesa & financial services a more consistent commercial performance and improve
next-generation network (‘NGN’). M-Pesa is our African payment customer loyalty.
platform, which has moved Accelerating digital transformation
Convergence
beyond its origins as a money Capturing the significant opportunities we have through
Our converged plans, which
transfer service. Together with standardisation, digitalisation and the sharing of processes to
combine mobile, fixed and TV
Vodacom’s own platform, we deliver best-in-class operational efficiencies and a structurally
services, provide simplicity and
now provide a range of financial lower cost base.
better value for customers.
services, as well as business and
Other value added services merchant payment services. Improve asset utilisation
These include our Consumer Undertaking a series of actions to improve the utilisation
Internet of Things (‘IoT’) of the Group’s assets as part of our focus on improving
propositions, as well as security return on capital employed.
and insurance products. Optimising the portfolio
Actively managing our portfolio to simplify the Group and
Business strengthen our position in converged connectivity markets
We serve private & public sector customers of all sizes with a broad range in Europe, and mobile data and payments in Africa.
of connectivity services, supported by our dedicated global network. Over the last three years we have made strong progress against all
We have unique scale and capabilities, and are expanding our portfolio of these strategic priorities – reshaping Vodafone to be a stronger
of products and services beyond core mobile and fixed connectivity into connectivity provider.
new growth areas, such as: Read more
– Unified communications on pages 14-15
– Internet of Things
– Cloud & security Purpose pillars
Our strategy helps us to deliver our targets across three purpose pillars:
Inclusion for All, Planet, and Digital Society.
Revenue contribution (FY21)
Inclusion for All
Ensuring everyone has access to the benefits of a digital society.
Total revenue
Europe 77% Planet
Africa 16% Reducing our environmental impact and helping society
Total revenue Other 7%
decarbonise.
€43.8bn Service revenue Digital Society
Consumer 69%
Business 27%
Connecting people and things and digitalising critical sectors.
Other 4%
Read more on
pages 32-42
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Annual Report 2021 Strategic report Governance Financials Other information

How we manage our Group How we measure success

Our business model is underpinned by our strong We track a range of measures that reflect our financial,
governance and risk management framework. operational and strategic progress and performance.

Governance Financial targets

The Board held seven scheduled meetings this year to The Group provides guidance on adjusted EBITDAaL1 and adjusted free
deliberate on key strategic matters, our purpose and culture, cash flow2.
our people and stakeholder interests. Senior management incentive plans include organic service revenue,
Nominations and Governance Committee adjusted EBIT, adjusted free cash flow, customer appreciation metrics,
This Committee evaluates the composition and performance relative total shareholder return and ESG measures.
of the Board to ensure it remains comprised of an appropriate Read more
balance of independence, skills, knowledge, experience on pages 20 and 101-103
and diversity.
Audit and Risk Committee
Return on capital employed (‘ROCE’)
This Committee provides effective governance over the This is a key area of focus for the Group, reflecting how efficiently we are
appropriateness of financial reporting of the Group, including generating profit with the capital we deploy.
the adequacy of related disclosures, the performance of both Our goal is to deliver a sustainable improvement in ROCE through a
the internal audit function and the external auditor and oversight combination of consistent revenue growth, ongoing margin expansion,
of the Group’s systems of internal control, business risks and strong cash flow conversion, and disciplined allocation of capital.
related compliance activities. Read more
Remuneration Committee on pages 20 and 31
This Committee assesses and makes recommendations to the
Board on the policies for executive remuneration and reward Operational metrics
packages for the individual Executive Directors. We have a number of commercial metrics that are used to monitor
ESG Committee our progress against our key strategic priorities and reflect the strong
On 11 May 2021, the Board approved the establishment of a underlying momentum across the business.
new Committee to oversee our ESG programme and monitor Read more
progress against ESG key performance indicators. on pages 14-15

Risk management Social contract

As the risk landscape becomes more complex and fast moving, Monitoring the success we have in shaping a healthier industry
we have to be more agile and adaptive in our identification and structure that is pro-investment, supportive of returns, and build a
response to risks. We continue to evolve our risk processes to resilient, inclusive and sustainable digital society.
support the organisation’s goals and strategy. Read more
on page 19
Risk framework
Our risk framework clearly defines roles and responsibilities
and sets out a consistent end-to-end process for identifying and
Sustainability metrics
managing risks. We have embedded the risk framework across We monitor metrics that are aligned to the three pillars of our purpose.
the Group as it allows us to take a holistic approach and to make – Inclusion for All: Rural connectivity, our commercial propositions for
meaningful comparisons. This year our framework was further equality, as well as workplace equality.
enhanced, enabling us to be more dynamic in risk detection, – Planet: Our carbon footprint across the full value chain, enabling our
modelling of risk interconnectedness and the use of data, all customers to reduce their own emissions, and waste.
of which are improving our risk visibility and our responses. – Digital Society: Customers connected to our gigabit networks,
Board oversight of principal and emerging risks supporting SMEs, and the digitalisation of critical sectors.
To provide adequate oversight, we report on our principal We have also included Environmental, Social and Governance (‘ESG’)
and emerging risks throughout the year to the different KPIs in the long-term incentive plan for our senior leaders.
management committees and the Board. Additionally, Read more
risk owners are invited to present in-depth reviews to ensure on pages 32-42
that risks are managed within the defined tolerance levels.
Notes:
Read more 1. Adjusted EBITDAaL is equivalent to FY21 definition and calculation of adjusted EBITDA.
2. Adjusted free cash flow is free cash flow before spectrum, restructuring, integration costs and
on pages 53-61 Vantage Towers growth capital additions.
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Annual Report 2021 Strategic report Governance Financials Other information

Financial and non-financial performance

Key Performance Indicators

Our progress
We measure our success by tracking key performance indicators that reflect
our strategic, operational and financial progress and performance.

2021 2020 2019

Financial results summary1 IFRS 15/16 IFRS 15/16 IFRS 15/ IAS 17

Group revenue €m 43,809 44,974 43,666

Group service revenue €m 37,141 37,871 36,458
Operating profit/(loss) €m 5,097 4,099 (951)
Adjusted EBITDA (non-GAAP 2) €m 14,386 14,881 13,918
Profit/(loss) for the year €m 536 (455) (7,644)
Basic earnings/(loss) per share €c 0.38 (3.13) (29.05)
Adjusted basic earnings per share (non-GAAP 2) €c 8.08 5.60 6.27
Cash flow from operating activities €m 17,215 17,379 12,980
Free cash flow (pre spectrum, restructuring and integration costs) (non-GAAP 2) €m 5,019 5,700 5,443
Borrowings less cash & cash equivalents €m (61,939) (61,368)3 (39,318)
Net debt (non-GAAP 2) €m (40,543) (42,047) 3 (27,033)
Total dividends per share €c 9.00 9.00 9.00

Strategic progress 2021 2020 2019

Deepening customer engagement

Europe mobile contract customers4 million 65.4 64.4 63.2
Europe broadband customers4 million 25.6 25.0 18.8
Europe on-net gigabit capable connections4 million 43.7 31.9 21.9
Europe Consumer converged customers4 million 7.9 7.2 6.6
Europe mobile contract customer churn % 13.7 14.65 15.5
Africa data users6 million 84.9 82.6 75.6
M-Pesa transaction volume6 billion 15.2 12.2 11.0
Business fixed-line service revenue growth7 % 3.0 3.3 3.8
IoT SIM connections million 123.3 102.9 84.9
Accelerating digital transformation
Europe net opex savings8 €bn 0.5 0.4 0.4
Europe digital channel sales mix9 % 26 21 17
Europe frequency of customer contact contacts per year 1.4 1.4 1.5
Europe MyVodafone app penetration % 63 65 62
Improving asset utilisation
Average mobile data usage per customer in Europe GB/month 7.2 5.7 3.7
Europe on-net NGN broadband penetration4 % 30 30 28
Pre-tax return on capital employed (controlled)10 (non-GAAP 2) % 5.5 6.3 5.9
Post-tax return on capital employed 3.9 3.9 3.5
(controlled and associates/joint ventures10 (non-GAAP 2) %
Our people 2021 2020 2019

Average number of employees and contractors thousand 105 104 102

Employee engagement index11 % 74 77 80
Employee turnover rate (voluntary) % 8 12 13
Women on the Board % 45 42 42
Women in management and leadership roles % 32 31 31
Women in total workforce % 40 39 40
Notes: 5. Excluding the impact of inactive data only SIM losses in Italy during Q3 and Q4 FY20.
1. IFRS 16 “Leases” was adopted on 1 April 2019 for our statutory reporting, without restating 6. Africa including Egypt, Ghana and Safaricom.
prior period figures. As a result, the Group’s statutory results for the years ended 31 March 2021 7. Organic growth.
and 31 March 2020 are on an IFRS 16 basis, whereas the comparative period for the year ended 8. Europe and Common Function operating costs.
31 March 2019 is on an IAS 17 basis.
9. Based on Germany, Italy, UK and Spain.
2. These line items are alternative performance measures which are non-GAAP measures that are
presented to provide readers with additional financial information that is regularly reviewed by 10. We calculate two ROCE measures: i) Pre-tax ROCE for controlled operations only, and ii) Post-tax
management and should not be viewed in isolation or as an alternative to the equivalent GAAP ROCE which also includes our share of adjusted results in equity accounted associates and joint
measure. See “Non-GAAP measures” on page 217 for more information. ventures. See pages 223 and 224 for more information.
3. FY20 borrowings and net debt has been aligned to the FY21 presentation which excludes 11. For 2020 and 2021, our employee engagement index is based on a weighted average index of
derivative movements in cash flow hedging reserves. responses to three questions: satisfaction working at Vodafone, experiencing positive emotions
at work, and recommending us as an employer. Different methodology applied in 2019.
4. Including VodafoneZiggo.
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Purpose, sustainability and responsible business

We want to enable an inclusive and sustainable digital society.
We are also dedicated to ensuring that Vodafone operates responsibly and ethically.

Purpose, sustainability and responsible business 2021 2020 2019

Inclusion for All

4G population coverage (outdoor 1Mbps) – Europe1 % 98 97 95
4G population coverage (outdoor 1Mbps) – Africa2 % 623 53 42
Estimated number of additional female customers in Africa4 & Turkey since 2016 million 15.9 9.65 9.55
M-Pesa and mobile money customers4 million 48 42 37

Planet6
Energy use
Total electricity cost €m 760 – –
Total energy use GWh 5,832 5,790 5,770
Energy use on base stations & technology centres % 96 95 94
Purchased electricity from renewable sources (Group) % 56 23 14
Purchased electricity from renewable sources (Europe) % 80 33 19
Greenhouse gas emissions (‘GHGs’)
Total Scope 1 and Scope 2 GHG emissions (market-based method) m tonnes CO2e 1.37 1.95 2.14
Total Scope 3 GHG emissions m tonnes CO2e 9.4 9.5 10.7
Total customer emissions avoided due to our IoT platform m tonnes CO2e 7.1 6.9 5.9
Waste
Total waste (including hazardous waste) metric tonnes 7,900 9,500 8,500
Network waste recovered and recycled % 99 99 94

Digital Society
Europe gigabit capable connections1 million 69 42 26
5G available in countries1 # 12 8 1
5G available in cities (>100k population)1 # 244 75 1

Responsible business
Code of Conduct
Completed ‘Doing What’s Right’ employee training % 84 92 –
Number of ‘Speak Up’ reports # 623 602 738
Employee trust in Speak Up % 87 –7 84
Health & safety
Number of lost-time employee incidents # 7 33 648
Lost time incident rate per 1,000 employees # 0.06 0.35 0.628
Responsible supply chain
Total spend €bn 24 24 22
Direct suppliers thousand 11 11 11
Number of site assessments (conducted by Vodafone or Joint Audit Cooperation) # 76 74 85
Tax and economic contribution
Total tax and economic contribution9 €bn – 12.4 12.7

Notes: 7. Figure not available due to change in employee survey methodology during the year.
1. Includes VodafoneZiggo. 8. Data includes lost-time incidents in Vodafone India up until 1 September 2018.
2. Based on coverage in Africa, including Egypt. Excludes Safaricom. 9. Includes direct taxes, non-taxation based revenue mechanisms, such as payments for the right to
3. Includes Ghana. use spectrum, and indirect taxes collected on behalf of governments around the world. Our tax
4. Africa including Egypt, Ghana and Safaricom. report for 2021 will be published in the next year following the submission of our tax returns and
payment of all applicable taxes. For more information, refer to our Tax and Economic
5. 2019 and 2020 restated to include Egypt. Contribution reports, available at: vodafone.com/tax.
6. Data calculated using local market actual or estimated data sources from invoices, purchasing
requisitions, direct data measurement and estimations. Carbon emissions calculated in line with
GHG Protocol standards. Scope 2 emissions are reported using the market-based methodology.
For full methodology see our ESG Addendum 2021.
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Chairman’s message

Enabling an inclusive,
sustainable digital society
It is a great privilege to be able to share my thoughts with you for the first time dividend per share of 9.00 eurocents for the year, implying a final dividend
since becoming Chairman of Vodafone in November 2020. Before I comment per share of 4.5 eurocents which will be paid on 6 August 2021.
on the strong progress we have made this year, and the key role Vodafone
has played in keeping society connected during the COVID-19 pandemic, Shaping industry structure to support
I would first like to comment on what attracted to me to joining your Board. the COVID-19 recovery
As we now look to the challenges faced by governments, regulators
The attraction of Vodafone and policy makers in enabling and supporting both economic and social
Vodafone is a dynamic and fast paced business, operating in an essential recovery, it is clear that the services we provide to people, businesses and
industry. It has a clear vision and purpose for society, which in light of public sector organisations are increasingly essential to this broader recovery.
the current pandemic is even more relevant than ever. Under Nick’s Yet, it is also clear to me that policy and regulatory decisions of the last
leadership not only has a lot already been achieved over the last three decade have had a material impact on returns for the telecommunications
years, there is still a great opportunity ahead of us. industry, which still weighs heavily on operators’ ability to invest in everything
The opportunity to oversee and support the long-term success of Vodafone in from connectivity infrastructure to new services.
the next phase of its transformation to become a new generation connectivity Looking forward, and considering Europe and Africa’s important digital
and digital services provider for Europe and Africa, enabling an inclusive, ambitions, there is an ever more urgent need to overcome the shortcomings
sustainable digital society is, I believe, an exceptionally exciting one – and of the past. Clear actions – and better cooperation between governments
one I’m fully committed to. and industry – are required to create a more healthy and sustainable
Whilst my induction to Vodafone has been almost entirely digital, I am industry structure that is truly pro-investment, pro-innovation and
grateful to the Board, Executive Committee and broader team for the supportive of returns.
comprehensive on-boarding that I have received and the many extensive Our social contract embraces this new collaborative, partnership approach
engagements covering all aspects of the business. I would also like to thank with governments, policy makers, regulators and external stakeholders.
my predecessor, Gerard Kleisterlee, for his strong support and counsel during Through a shared future vision, we believe that both Europe and Africa
my transition to Vodafone. can overcome their many digital divides and sizeable investment gaps,
thereby allowing them to compete more effectively on the global stage
Supporting society during the COVID-19 crisis and even become pioneers in many areas of the technology ecosystem.
Since I joined the Board, I have been impressed by the Company’s ability At the same time, while we have started to see some positive signs of a
to adapt quickly to the changes in circumstances for the business and the more healthy industry structure emerge, it is also clear that the steps to
demand placed on our service, across all of our markets. The ongoing COVID date fall far short of what is needed to close the widening investment gaps
crisis represents a significant challenge for many businesses and citizens. Yet, and build a resilient, inclusive and sustainable digital society. 
Vodafone has continuously adapted throughout this period. The passion and
commitment of all of our 105,000 people, combined with the ‘can-do’ spirit to Vodafone is fully committed to deliver its part to achieve truly inclusive
get things done together, has been essential over the last year. digital societies in all communities that we serve. Guided by our purpose,
our ‘social contract’ response to the COVID crisis (so-called ‘five point plan’)
The connectivity we provide has been a lifeline for society, enabling people has been significant and, as we did even before this crisis, we will continue
to work, businesses to remain operational, public services to function and to do whatever we can to support the most vulnerable among us. We
people to stay in touch with their family and friends. As a result, the pace of are also committed to taking urgent action to address the climate change
the business has actually accelerated to address many of the challenges we emergency both in our own and our business customers’ footprint. Our
and our customers are facing, but also to capture the opportunities that have high-speed connectivity and digital tools will be critical enablers of the
arisen as societies embrace digital transition more than ever. green transition. Similarly, we are rapidly reducing our own environmental
footprint, taking the lead in the sector, and demonstrating the value of digital.
Resilient performance in a challenging backdrop All of our European networks will be fully powered by renewable energy
Despite the tough operating environment, and unprecedented period of by July this year, and we have set a target to reach ‘net zero’ for our own
global uncertainty, we delivered a resilient financial performance that was carbon emissions by 2030 and across our complete value chain by 2040.
in line with our expectations and guidance for the year. We have also reported for the first time our progress towards meeting
This was the result of the strong execution against our strategy, as we the recommendations of the Task Force on Climate-related Financial
further deepened customer engagement and delivered a more consistent Disclosures (‘TCFD’) in a standalone TCFD report.
commercial performance, accelerated our digital transformation, continued Looking ahead
to improve asset utilisation and optimised our portfolio.
On behalf of the Board, I would like to thank all of our people who have
Total revenue declined by 2.6% to €43.8 billion, with Group organic service worked tirelessly over the last year to keep our customers and society reliably
revenue returning to growth in the second half of the year. This was despite connected, as well as our shareholders for their continued support. As we
lower roaming and visitor revenue following a significant reduction in enter FY22, we will continue to focus on delivering our purpose and strategy
international travel due to COVID-19. Group operating profit increased at pace, supported by the good underlying momentum in the business. Never
by €1.0 billion to €5.1 billion and basic earnings per share increased to has our role of ‘connecting people for a better future’ been more important.
0.38 eurocents.
The significant progress we’ve made in improving asset utilisation and Jean-François van Boxmeer
reshaping the Group, including the successful IPO of Vantage Towers, is Chairman
also helping to drive improved returns on capital and a reduction in net
debt across the Group – however there is clearly still more to be done. Scan or click to watch our Chairman, Jean-François
van Boxmeer, share his views on his first months at
This good financial performance, solid commercial momentum and robust Vodafone: investors.vodafone.com/videos-chair
financial position provides the Board with the confidence to declare a total
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Annual Report 2021 Strategic report Governance Financials Other information

Chief Executive’s statement

Resilient performance in FY21 and

announcing next phase in our strategy
I am pleased that we achieved full year results in line with our The world has changed. The pandemic has shown how critical
guidance and we exited the year with accelerating service revenue connectivity and digital services are to society. Vodafone is strongly
growth across the business, with a particularly good performance in positioned and through increased investment, we are taking action now
our largest market, Germany. to ensure we play a leadership role and capture the opportunities that
these changes create. The increased demand for our services supports
We have delivered on the first phase of our strategy to reshape
our ambition to grow revenues and cash flow over the medium-term. We
Vodafone as a stronger connectivity provider – including the
remain fully focused on driving shareholder returns through deleveraging,
simplification of the group to Europe and Africa, the successful IPO of
improving our return on capital, and a firm commitment to our dividend.
Vantage Towers (€13.2 billion market capitalisation), the fast roll out of
our next generation mobile and fixed networks, share gain in broadband
subscriptions and continued reduction in customer churn. Our digital Nick Read
transformation initiatives have generated savings of €0.5 billion over the Chief Executive
year and the integration of the assets acquired from Liberty Global is well
ahead of plan. Scan or click to watch our Chief Executive summarise our
performance this year and introduce the next phase of
our strategy: investors.vodafone.com/videos-ceo

Our strategy (2019-21) ü The next phase of our strategy

We have delivered the first phase of our strategy We are now well positioned for the next phase in our
to become a new generation connectivity & multi-year transformation.
digital services provider.
Delivering our strategic priorities at pace Our customer commitments
During the first phase of our transformation we have focused on Best connectivity products & services
reshaping the Group and establishing a foundation from which to Grow revenue through providing the best core
grow in the converged connectivity markets in Europe, and mobile connectivity products and services in each of our
data and payments in Africa. markets for both consumers and businesses.
This has been delivered through four key strategic priorities:
Leading innovation in digital services
Deepening customer engagement Leveraging our unique platforms and partnering
Deepening the relationship we have with our customers by with leading technology firms to provide customers
offering additional products and services in order to deliver with a ’best on Vodafone’ user experience.
a more consistent commercial performance and improve
customer loyalty. Outstanding digital experiences
Using our leading digital architecture to provide a
Accelerating digital transformation seamless customer experience across all channels
Capturing the significant opportunities we have through – app, online, retail and physical delivery at home.
standardisation, digitalisation and the sharing of processes
to deliver best-in-class operational efficiencies and a Our enabling strategies
structurally lower cost base. Simplified & most efficient operator
Improve asset utilisation Delivering further efficiencies through digital
Undertaking a series of actions to improve the utilisation of transformation, standardisation of products and
the Group’s assets as part of our focus on improving return procedures, and automation of processes at scale.
on capital employed. Social contract shaping digital society
Optimising the portfolio Influencing policy and regulation to shape a more
Actively managing our portfolio to simplify the Group and healthy industry structure, and build a resilient,
strengthen our position in converged connectivity markets inclusive and sustainable digital society.
in Europe, and mobile data and payments in Africa. Leading gigabit networks
Over the last three years we have made strong progress against all Maintaining our leading gigabit networks as we
of these strategic priorities – reshaping Vodafone to be a stronger provide our customers with the best connectivity
connectivity provider. products and ‘best on Vodafone’ user experience
During this next phase of our ongoing transformation to be
a new generation connectivity and digital services provider,
we are committed to improving returns.
Read more Read more
on pages 14-15 on pages 18-20
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Market and strategy

Operating in a rapidly
changing industry
Mega trends Our stakeholders
The long-term trends that are shaping our industry The demands of our stakeholders are continuously
and driving new growth opportunities. evolving. Engaging with them regularly is fundamental
to how we operate.

Remote working Our customers1 315m

The trend towards remote working for employees is growing and this has We are focused on deepening our engagement mobile customers
been further accelerated by the COVID-19 pandemic. Providing reliable with our customers to develop long-term
high-speed connections for consumers and businesses working from valuable and sustainable relationships. 28m
home or remotely is becoming increasingly essential. Vodafone is the largest mobile and fixed broadband
network operator in Europe and a leading customers
global IoT connectivity provider. We have
Connected devices millions of customers across Europe and 22m
The demand for connected devices, beyond smartphones, is growing Africa, ranging from individual consumers TV customers
rapidly. The Internet of Things is expected to drive huge operational to large multinational corporates.
efficiencies, deliver real-time information, and can be applied to a broad
range of use cases. Our people 105,000
Our people are critical to the successful delivery employees and
of our strategy. It is essential they are engaged contractors
Adoption of cloud technology
and embrace our purpose and values.
Businesses and consumers are increasingly moving away from using
their own hardware and device-specific software and instead using more
efficient, shared capacity and services over the cloud.
Our suppliers 10,500
Our suppliers provide us with the products suppliers
and services we need to deliver our strategy
Digital and green transformation for the private & and connect our customers. In total we have
public sector more than 10,500 suppliers who partner with
us, ranging from start-ups and small businesses
The European Union has launched a series of support mechanisms
to large multinational companies.
totalling €750 billion under the banner “NextGenerationEU”. This
includes a Recovery & Resilience facility, which combines €360 billion
of loans and €312 billion of grants available to European Union Member Our local communities and NGOs €150m
States. This funding presents a direct and indirect opportunity given We believe the long-term success of our donated in
at least 20% of the total funding is planned to support the European business is closely tied to the success of the contributions and
Commission’s digital transformation agenda. communities in which we operate. We interact services in-kind in
with local communities and NGOs, seeking to response to the
In addition, in order to remain competitive and fulfil their social and be a force for good wherever we operate. COVID-19 crisis
environmental commitments, companies are increasingly looking
to digitalise their operations to become more efficient and limit their
environmental impact.
Government and regulators €12.4bn
Our relationship with governments and total tax and
regulators is important to ensure policies are economic
Digital payments & financial services developed in the interests of our customers contribution
The trend towards more digital forms of payment is growing, with a and the industry, while also enabling them in 2020
broader range of financial services now being delivered through apps to better understand the positive impact
and online. In Africa, the growth in smartphone penetration is allowing we can have on the environment and
consumers to access digital financial services for the first time, enabling communities we operate in.
money transfers, loans, insurance and even merchant payments.
Our investors >1,000
Read more Our investors include individual and investor
on pages 10-11 institutional shareholders, as well as debt interactions in
investors. We maintain an active dialogue FY21
with our investors through our extensive
investor relations programme.

Note: Read more

1. Includes VodafoneZiggo and Safaricom
on pages 12-13
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Our strategy (2019-21) Our progress

Reflecting the long-term opportunities and challenges We have made strong progress and executed at pace
that we face. across all four of our strategic priorities. As a result we
have completed the first phase of our transformation.

Our strategic priorities FY21 achievements

Deepening customer engagement
Consumer Europe Africa1
We are deepening the relationship we have with our customers
by selling additional products and services, particularly fixed and NGN broadband Customer Data M-Pesa
customers added loyalty users transaction
converged products in Europe and mobile data and financial volume
services in Africa.
We believe this will enable us to deliver a more consistent
+1.4m 0.9pp 84.9m 15.2bn
year-on-year + 25% year-on-year
commercial performance, drive revenue growth and improve improvement in
customer loyalty. mobile contract
customer churn

Business Business
We are expanding our portfolio of products and services Fixed line service revenue growth IoT SIM connections
beyond core connectivity into new growth areas such as
unified communications, Internet of Things, and cloud
3.0% +20m
total base now 123 million
& security.

Accelerating digital transformation Cumulative European Role efficiencies

net opex savings2 in shared services
Through standardisation, digitalisation and sharing of processes
we are capturing the significant opportunities available to us to €1.3bn 5,500
deliver best-in-class operational efficiencies and a structurally c.15% reduction over 3 years over 3 years
lower cost base.

Improving asset utilisation Unitymedia cost & capex Countries with network
synergies realised sharing agreements
Through a series of initiatives we are improving the utilisation of
the Group’s assets as part of our focus on improving the Group’s >65% 7
return on capital.

Optimising portfolio Vantage Towers IPO Portfolio optimisation

We are actively managing our portfolio of assets in order to €2.2bn 19
simplify the Group, and strengthen our position in converged proceeds3 M&A transactions since FY19
connectivity markets in Europe, and mobile and data payments
in Africa.

Read more Notes:

1. Africa including Ghana, Egypt
on pages 14-15 and Safaricom.
2. Europe and Common Functions.
3. Includes greenshoe proceeds of
Scan or click to watch our Chief Executive, Nick Read, summarise our €0.2 billion received in April 2021.
performance this year and introduce the next phase of our strategy:
investors.vodafone.com/videos-strategy
10 Vodafone Group Plc
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Mega trends

Long-term trends
shaping our industry
The world continues to evolve rapidly. In part, this is For businesses, the demand for IoT and potential use cases is even more
due to the availability of new and transformational evident. These include solutions such as automated monitoring of energy
usage across national grids, tracking consumption in smart buildings and
technologies, but it is also to do with the way society detecting traffic and congestion in cities.
connects, adapts and makes use of these new digital
advances. We have identified five ‘mega trends’ that will In environments that are more localised, such as factories and ports,
network operators are building and running Mobile Private Networks
shape our industry in the years to come: remote working, (‘MPNs’). MPNs offer corporate customers unparalleled security and
connected devices, adoption of cloud technology, the bespoke network control. As an example, MPNs enable autonomous
digital and green transformation of public and private factories to connect to thousands of robots, enabling them to work
sectors, and digital payments. in a synchronised way. Once a product leaves the factory it can also
be tracked seamlessly through global supply chain management
Remote working applications, whether it is delivered through the post, a vehicle or
The trend towards remote working for employees and businesses was even via drones.
strong before the impact of the pandemic, driven by the changing lifestyle In areas where the same solution can be deployed across multiple
priorities of different demographics. COVID-19 has driven a step-change in sectors, network operators are moving beyond connectivity to
demand, driving multiple benefits including a more flexible organisational provide complex end-to-end hardware and software solutions such as
culture and greater productivity. This trend is driving demand for fast surveillance, smart metering and remote monitoring; and it is often more
and reliable fixed and mobile connectivity for individual workers, but also efficient for these solutions to be created in-house. Scaled operators can
emerging cloud architecture, digital security and unified communications leverage their unique position to co-create or partner with nimble
solutions for employers. start-ups at attractive economics.
The majority of large multinationals already have remote working
capabilities, however they are now moving to more efficient technologies.
For smaller companies, ranging from corporates to small/medium-sized Adoption of cloud technology
offices, they rely on network operators such as Vodafone to provide Over the last decade, large technology companies have invested heavily
secure remote working solutions. These solutions include virtual in advanced centralised data storage and processing capabilities that
private networks, unified communication services and the migration of organisations and consumers can access remotely through connectivity
enterprise applications to the cloud. This is vital for business continuity, services (commonly termed ‘cloud’ technology). As a result, organisations
and it provides network operators an opportunity to further deepen and consumers are increasingly moving away from using their own
customer relationships – offering them a broader range of services. expensive hardware and device-specific software to using more efficient
shared hardware capacity or services over the cloud. This is popular
as it allows upfront capital investment savings, the ability to efficiently
Connected devices scale resources to meet demand, easily update systems and increase
The world is becoming ever more connected, and it is not just driven resiliency. This is driving demand for fast, reliable and secure connectivity
by smartphones. A wide range of new devices, across all sectors and with lower latency.
applications, are increasingly being connected to the internet. The Many small businesses increasingly understand the benefits of
number of connected devices, known as the Internet of Things, is cloud technology, however they lack the technical expertise or direct
expected to more than double to 25 billion by 20251. This is driven by relationships with large enterprise and cloud specialists. This presents an
continued reductions in the cost of computing components, advances opportunity for network operators, who have strong existing relationships
in cross-device operability and software, and the near-ubiquity of and can effectively navigate moving to the cloud at scale.
mobile networks.
For consumers, there is a growing range of applications such
as smartwatches, tracking devices for pets, bags and bicycles,
and connected vehicles – which can lower insurance premiums and
enable a range of advanced in-vehicle solutions. Network operators are
increasingly not only providing the connectivity, but also building the
complete end-to-end hardware and software solutions for these devices.

Note:
1. GSMA Intelligence, The Mobile Economy 2020.
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Larger corporates who may already use the cloud today, are progressively Similarly, the European Union has committed to be carbon-neutral by
moving away from complex systems based on their own servers or single 2050. Mobile network operators across Europe will be able to benefit
cloud solutions, to multi-cloud offers, sold by network operators and their from these funds as they seek to limit their impact on the climate, and
partners. This approach reduces supplier risk and increases corporate help other customers from across the private and public sectors reduce
agility and resilience. Large corporates continue to drive higher demand their own energy use and carbon emissions.
for robust, secure and efficient connectivity services as they transition
Small and medium-sized enterprises (‘SMEs’) in Europe can often lag
from their own legacy hardware and services. Cloud providers also
behind in terms of digital adoption. However, under various government-
recognise the criticality of telecommunications networks. Many
led support mechanisms, SMEs will be eligible for vouchers, grants and
cloud providers are partnering with the largest network operators,
loans to transition to eCommerce, upskill employees, and transition to
sometimes through revenue sharing agreements, to develop edge
cloud-based solutions whilst ensuring they are secure as they do so.
computing solutions which integrate data centres at the edge of
SMEs will look to trusted and experienced network operators which can
telecommunication networks to deliver customers reduced latency.
offer a full suite of solutions, whilst also help them navigate technical and
The opportunity is significant as the total addressable market in B2B
regulatory processes. Finally, to ensure the benefits of these projects are
cloud & security is expected to reach over €60 billion by 2024
spread equitably, funding is also being allocated towards rural inclusion
compared to €40 billion today1.
to subsidise the building of network infrastructure where it is currently
Consumers use cloud solutions for a variety of reasons, including digital uneconomical for operators to do so.
storage and online media consumption. Consumer hardware is also now
Read more about how Vodafone is ensuring society and
being replaced by cloud-first solutions. For example, new cloud-based
communities have access to connectivity wherever they are
gaming services allow consumers to stream complex, bandwidth-heavy
on pages 34-36
computer games directly to their phones or tablets, without the need for
expensive dedicated hardware. Fast and reliable connectivity will act as a
catalyst for further innovation and consumer applications, many of which
do not currently exist today.
Digital payments
Businesses in Europe continue to expand and migrate sales channels
Read more about Vodafone’s leading gigabit connectivity from physical premises to online channels such as websites and mobile
infrastructure and digital platforms on pages 18-20 applications. As a result, businesses increasingly transact through
mobile-enabled payment services which remove the need for legacy
fixed sales terminals. Consequently, businesses demand reliable and
Digital and green transformation secure mobile connectivity. Consumers are also increasingly transitioning
of the public and private sectors away from using cash, to digital payment methods conducted directly via
mobile phones or smartwatches, further increasing the importance of
As part of the fiscal response to the COVID-19 pandemic, the European
mobile networks.
Union has launched a series of support mechanisms with €750 billion
available under the banner “NextGenerationEU”. This includes the In Africa, digital payments are primarily conducted via mobile phones
Recovery & Resilience facility, which combines €360 billion of loans through payment networks owned and operated by network operators,
and €312 billion of grants available to European Union Member States. and the value of transactions processed per day is expected to reach over
Of these grants, approximately 70% of the total will be allocated to $3 billion globally by 2022, compared to $2.1 billion in 20202. Consumers
European Union Member States in which Vodafone has an operating are also moving beyond peer-to-peer transactions as rising smartphone
presence. 70% of these grants are planned to be distributed by the end penetration drives the adoption of mobile payment applications. Network
of 2022. The range of funding presents a direct and indirect opportunity operators are using these applications to sell additional financial services
given at least 20% of the total funding is planned to support the European focused products, ranging from advances on mobile airtime and device
Commission’s digital transformation agenda. insurance to more complex offerings such as life insurance. This plays a
critical role in improving financial inclusion for millions of people across
The UK and many of our African markets have similar stimulus measures
Africa where the traditional banking sector has not been able to reach.
in place.
Read more about how Vodafone is building platforms
These support measures will help connect schools, hospitals and
on pages 18 and 36
businesses to gigabit networks and provide hardware, such as tablets to
millions of schoolchildren. Businesses are also increasingly reliant on operator-owned payment
infrastructure for consumer-to-business payments, but also for large
Read more about how Vodafone is helping revolutionise
business-to-business transfers. These payment networks drive scale
healthcare on page 42
benefits for the largest operators by allowing customers to save on
transaction fees whilst also driving both business and consumer
customers to seek reliable and secure networks.

Notes:
1. Vodafone, Business Investor Briefing, March 2021.
2. GSMA Intelligence, State of the Industry Report on Mobile Money 2021.
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Stakeholder engagement

Engaging regularly with our stakeholders

is fundamental to the way we do business
Regular engagement ensures we operate in a balanced Our people
and responsible way, both in the short and longer term. Our people are critical to the successful delivery of our strategy. It is
We are committed to maintaining good communications and building essential that they are engaged and embrace our purpose and values.
positive relationships with all of our stakeholders, as we see this as essential Throughout the year we focused on a number of areas to ensure that
to strengthening our sustainable business. We have summarised our our people are highly motivated and we remained focused on wellbeing.
interactions with key stakeholders during the year below. How did we engage with them?
Vodafone is required to provide information on how the Directors have – Regular meetings with managers
performed their duty under section 172 of the Companies Act 2006 to – B European Employee Consultative Committee
promote the success of Vodafone, including how those matters and the – B National Consultative Committee (South Africa)
interests of Vodafone’s key stakeholders have been taken into account – B Internal website & live webinars
by the Directors. The engagement mechanisms directly involving the – B Executive Committee discussions
Directors are indicated below with a B symbol.
– B Newsletters and electronic communication
Read more about how the Board considered stakeholder interests – B Employee Speak Up channel
on pages 71-72 – B Global Pulse and Spirit Beat surveys
What were the key topics raised?
Our customers – Opportunities for personal and career development
– Communication and knowledge sharing across the Group
We are focused on deepening our engagement with our customers to
– Enhancing leadership coaching capacity
develop long-term valuable and sustainable relationships. In total we have
hundreds of millions of customers across Europe and Africa, ranging from – Deepening digital skills
individual consumers to large multinational corporates. – Impacts of COVID-19 and Brexit
– Global Pulse & Spirit Beat survey actions
How did we engage with them?
– Digital channels (MyVodafone app, TOBi chatbots, social media How did the Board engage?
interaction and the Vodafone website) – Valerie Gooding, in her capacity as Workforce Engagement Lead,
updated the Board on employee voice engagements, and the Chief
– Call centres
Human Resources Officer provided updates on the Vodafone Spirit
– Branded retail stores
How did we respond?
What were the key topics raised? – Training courses including developing new skills such as digital
– Better value offerings marketing, e-commerce, coding, big data and analytics
– Faster data networks and wider coverage – Internal communication to staff on the impacts of COVID-19 and Brexit
– Making it simple and quick to deal with us – Introduced new digital tools and apps to improve our people
– Managing the challenge of data-usage transparency experience as the majority of our employees (95%) continued to work
– Converged solutions for consumer and business customers effectively and safely from home during the year
– Prompt feedback/resolution on service-related issues – Provided a range of physical and mental wellbeing services
– Survey actions and monitoring progress at Executive Committee and
How did the Board engage? Board level
– The Board participated in a dedicated review of the Group’s Net
– Launched a leadership programme called the Senior Leadership Team
Promoter Scores, facilitated by Executive Committee members
(‘SLT’) Spirit Accelerator for 277 of our senior leaders
How did we respond?
– Launched speed-tiered worry-free unlimited data offers in 10 markets
– Launched 5G in 12 markets and expanded our 4G coverage Our suppliers
– Leveraged our digital channels to support easy access for all of our Our business is helped by more than 10,500 suppliers who partner with
customers during the COVID-19 crisis us. These range from start-ups and small businesses to large multinational
– Upgraded MyVodafone app – new functionality and easier navigation companies. Our suppliers provide us with the products and services we
need to deliver our strategy and connect our customers.
– Scaled up TOBi (our Artificial Intelligence ‘AI’ agent ) to include voice as
well as chat capabilities How did we engage with them?
– Implemented the highest safety standards possible in our stores in – Virtual safety forums, events, conferences and site visits
order to keep our customers and colleagues safe – Tenders and requests for audits
– Introduced integrated packages offering internet, TV and mobile – Supplier audits and assessments
– Extended our range of consumer IoT products What were the key topics raised?
– Facilitated working from home and increased data allowances during – Improving health and safety standards
the COVID-19 crisis – Promoting diversity and inclusion
– Partnering on environmental solutions
– Timely payment and fair terms
– Supplier/product innovation
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How did the Board engage? What were the key topics raised?
– The Board received updates on the role of our key suppliers and – Security and supply chain resilience
geo-political factors impacting our global supply chains – The Digital Economy and Society
How did we respond? – Responses to COVID-19
– Held safety forums virtually every quarter – The European Green Deal
– Hosted a technology event to encourage our suppliers to explore – Data protection and privacy
the latest technologies – Regulatory environment and compliance
– Provided faster payment terms to support over 1,200 smaller How did the Board engage?
businesses during the COVID-19 crisis – Management updated the Board on how Vodafone has worked
with governments and regulators during the COVID-19 pandemic
Our local communities and non- – Management provided regular updates on legal and regulatory matters

governmental organisations (‘NGOs’) How did we respond?

– Held workshops with European and US governments as well as the
We believe that the long-term success of our business is closely tied to the European Commission
success of the communities in which we operate. We interact with local – Communications on the impact of electromagnetic fields (‘EMF’)
communities and NGOs seeking to be a force for good wherever we operate.
– Engaged on network design and deployment (e.g. Open RAN)
How did we engage with them? – Engaged on issues such as the allocation of spectrum and the
– Through our products and services protection of consumers
– Community interaction on projects relating to education, health, – Discussion on an environment that facilitates investment in technology
agriculture and inclusive finance – Engaged on the Green and Digital Transformation of the EU
– Participation in key international forums and working groups – Engaged on digitisation of Industries and SMEs
– Vodafone Foundation/community partnerships
– Worked with different NGOs around the world
What were the key topics raised?
Our investors
– Access to connectivity and digital services, and closing the digital divide Our investors include individual and institutional shareholders as well
– Maintaining connectivity services during the COVID-19 pandemic and as debt investors. We maintain an active dialogue with our investors
providing data analytics support through our extensive investor relations programme.
– Free-to-use social media, education and job sites How did we engage with them?
– Investment in infrastructure – B Personal meetings, virtual roadshows, conferences
– Delivery of global and national development goals, including – B Annual & interim reports and presentations
UN Sustainable Development Goals – Capital markets days
How did the Board engage? – Stock Exchange News Service (‘SENS’) announcements
– A comprehensive update on Vodafone’s purpose and Vodafone – Re-platformed Investor relations website to enhance digital
Foundation was presented to the Board, including progress made communication capabilities
against KPIs – B Annual General Meeting (‘AGM’)
– B Investor perception study and regular feedback survey
How did we respond?
– Responded to COVID-19 with dedicated plans in Europe and Africa, What were the key topics raised?
providing donations and services in-kind, and data analytics support to – Strategy to deliver sustained financial growth
World Bank, UNICEF & IMF – Impact of COVID-19
– Launched ConnectU in South Africa – a “free-to-use” portal providing – Allocation of capital
essential services to customers – Corporate governance practices
– Ensured that our technology continues to be compliant with national – ESG strategy and targets
regulations and international guidelines
– Dividend policy
– We continued work as the largest corporate partner for Connected
– Deleveraging strategy
Education for United Nations High Commissioner for Refugees
How did the Board engage?
– Due to restrictions on large gatherings, the 2020 AGM was closed.
Governments and regulators However, shareholders were able to submit questions to the Board
Our relationship with governments and regulators is important to ensure – Investor roadshows are attended by Directors for direct Q&A sessions
policies are developed in the interests of our customers and the industry, How did we respond?
while also enabling them to better understand the positive impact we can – We conducted over 1,000 investor interactions through meetings with
have on the environment and communities we operate in. major institutional shareholders, debt investors, individual shareholder
How did we engage with them? groups and financial analysts, and attended several conferences
– B Participation and attendance at company and industry – Meetings were attended by the appropriate mix of Directors and senior
meetings with government and regulators, public forums and management, including our Chairman, Chief Executive, Chief Financial
parliamentary processes Officer, and Executive Committee members
– B Meetings with ministers, elected representatives, policy officials – Capital markets day as part of the IPO of Vantage Towers and a virtual
and regulators investor briefing for Vodafone Business
– Hosting workshops to improve sector understanding
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Strategic review

A new generation connectivity

and digital services provider
In November 2018, we set out our ambition to reshape Vodafone and
establish a foundation from which the Group can grow in the converged
We have delivered the first phase
connectivity markets in Europe, and mobile data and payments in Africa. of our strategy to reshape Vodafone
During the first phase of our transformation we have executed at pace to We have now substantially delivered the first phase
deliver on our priorities, and in this strategic review we highlight that:
of our strategic ambition to reshape Vodafone into a
stronger connectivity provider.
We have delivered the first phase of This has been delivered through four key strategic priorities: (i) deepening
our strategy to reshape Vodafone customer engagement; (ii) accelerating our transformation to a digital first
organisation; (iii) improving the utilisation of our assets; and (iv) optimising
Read more our portfolio.
on pages 14-15
During FY21, we have continued to execute at pace across all four
priorities. Highlights of activity during the period include:
The next phase of our strategy
– mobile contract customer loyalty improved by 0.9 percentage points
is to become a new generation year-on-year;
connectivity and digital services – we have added 1.4 million NGN broadband customers and 44 million
provider for Europe and Africa homes are now passed with our 1 gigabit capable fixed-line network
in Europe;
Read more – we have launched 5G in 240 cities across 10 of our European markets;
on pages 18-20 – in response to the trading conditions related to the COVID-19
pandemic, we accelerated a series of cost saving activities, resulting
We are committed to in a €0.5 billion net reduction in operating expenditure in Europe
and Common Functions;
improving returns – we have secured mobile wholesale agreements with PostePay in Italy
and Asda Mobile in the UK; and
Read more
on page 20 – we completed the IPO of Vantage Towers March 2021, with a market
capitalisation of €13.2 billion as at 17 May 2021.
The table below summarises the progress against our strategic priorities
Strategic progress summary in FY21.

Units FY21 FY20

Deepening customer engagement

Europe mobile contract customers1 million 65.4 64.4
Europe broadband customers1 million 25.6 25.0
Europe on-net gigabit capable connections1 million 43.7 31.9
Europe Consumer converged customers1 million 7.9 7.2
Europe mobile contract customer churn % 13.7 14.62
Africa data users3 million 84.9 82.6
M-Pesa transaction volume3 billion 15.2 12.2
Business fixed-line service revenue growth4 % 3.0 3.3
IoT SIM connections million 123.3 102.9
Accelerating digital transformation
Europe net opex savings5 €bn 0.5 0.4
Europe digital channel sales mix6 % 26 21
Europe frequency of customer contacts p.a # 1.4 1.4
Europe MyVodafone app penetration % 63 65
Improving asset utilisation
Average mobile data usage per customer in Europe GB/month 7.2 5.7
Europe on-net NGN broadband penetration1 % 30 30
Pre-tax return on capital employed (controlled)7 % 5.5 6.3
Post-tax return on capital employed (controlled and associates/joint ventures)7 % 3.9 3.9
Notes: 5. Europe & Common Function operating costs.
1. Including VodafoneZiggo. 6. Based on Germany, Italy, UK and Spain.
2. Excluding the impact of inactive data-only SIM losses in Italy during Q3 and Q4 FY20. 7. We calculate two ROCE measures: i) Pre-tax ROCE for controlled operations only, and ii) Post-tax
3. Africa including Ghana, Egypt and Safaricom. ROCE which also includes our share of adjusted results in equity accounted associates and joint
4. Organic growth. ventures. See pages 223-224 for more information.
15 Vodafone Group Plc
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Deepening customer engagement Optimising the portfolio

Our actions have delivered a more consistent commercial performance, In order to achieve our strategic objectives to focus on converged
and our service revenue trends have remained resilient, despite the direct connectivity markets in Europe, and mobile data and payments in
impacts of the COVID-19 pandemic on revenue from roaming and visitors. Africa, we began a large programme to rationalise our portfolio in 2019.
Our portfolio optimisation programme has had three overriding objectives
In mobile, we have launched speed-tiered, unlimited data plans in
as summarised below:
10 markets. This has enabled us to stabilise and grow our higher value
customer base and increase average revenue per user (‘ARPU’). We have Objective Transactions
also launched and embedded ‘second’ brands across our markets and 1. Focus on Europe 5 disposals including New Zealand and Malta
now have over 5 million active users across our second brands in & Africa
Germany, Italy, the UK and Spain. 4 acquisitions, including purchase of KDG
shares from minority shareholders
We have maintained strong commercial momentum in our fixed business
and over the past three years we have added 4.3 million NGN broadband 3 mergers in Australia and India
customers in Europe. We also have converged customer plans available (Vodafone Idea & Indus Towers)
in all major markets. By deepening the relationship we have with our 2. Achieve 3 acquisitions in Germany, Greece and
customers we have been able to drive a significant improvement in convergence Eastern Europe
customer loyalty, with mobile contract churn in Europe reducing by with local scale
2.3 percentage points over the last three years. 3. Enable structural 2 tower mergers in Italy and Greece, as well
In Africa, demand for mobile data remains significant given the lack of shift in asset utilisation as subsequent sale of INWIT stake
fixed line infrastructure. There is also a substantial opportunity to grow IPO of Vantage Towers
M-Pesa (our mobile payments platform) and expand it into new financial
and digital services. During the last three years, we have continued to
see significant demand for mobile data and monthly average data usage Scan or click to watch our Chief Executive summarise
in our markets outside Europe has increased to 4.6 GB (FY18: 2.2 GB). our performance this year and introduce the next phase
The total number of data users in Africa has grown from 72.4 million to of our strategy:
84.9 million. The number of M-Pesa and other mobile money customers investors.vodafone.com/videos-strategy
has continued to grow strongly, with a total of 48.3 million active users
now registered.

Accelerating digital transformation

We have now exceeded our original three-year target of at least €1.2 billion
of net savings from operating expenses in Europe and Common Functions,
with cumulative savings of €1.3 billion, equivalent to a c.15% net reduction.
This focus on efficiency, delivered through standardisation, integration
and digitalisation of our operations, has enabled our adjusted EBITDA
margin to be resilient during the pandemic and remain broadly stable at
32.8%. In the last three years, we have introduced 5,500 role efficiencies
in our shared service centres (‘_VOIS’) and approximately 30% of Group
employees now work in our shared operations. We are continuing to
transform the business and evolve the Group digital toolset – including
our AI assistant, TOBi, and Robotic Process Automation (‘RPA’) – in order
to further our productivity leadership. We have also increased our digital
sales, now 26% of total sales across Germany, Italy, the UK and Spain, and
optimised our retail footprint.

Improving asset utilisation

Three years ago, we began a series of activities to improve our asset
utilisation to support a recovery in return on capital employed (‘ROCE’).
We have reached network sharing agreements with leading mobile
network operators in most of our European markets, established
Vantage Towers as a separate business to consolidate the ownership
and operations of our passive mobile network infrastructure, and signed
significant wholesale agreements in both our fixed and mobile networks.
Despite the strong delivery of our strategic priorities at pace, our post-tax
return ROCE of 3.9% remains below our cost of capital. In a subsequent
section, we have set out our growth model and capital allocation
framework and explained how we will drive shareholder returns through
efficiency and growth.
16 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Business model

Creating a new generation connectivity

& digital services provider
The next phase of our strategy Investing in our key differentiators
We have completed the first phase of our strategy to Our leading scale and assets provide us with a
reshape Vodafone. We are now well positioned for the significant advantage.
next phase in our multi-year transformation.

The next phase of our strategy focuses on three customer commitments Leading scale in core connectivity
and three enabling strategies, all of which work towards growing our In Europe1, we are the leading converged connectivity provider with
revenues, expanding our margins, improving our cash conversion, and 7.9 million converged customers, 113 million mobile connections,
ensuring capital is allocated effectively. 142 million marketable NGN broadband homes, cover 98% of the
These areas of focus, combined with our existing strategic execution, population in the markets we operate in with 4G, and have launched
will create sustainable value for our shareholders and returns above our 5G in 240 cities across 10 markets.
weighted average cost of capital. In Africa2, we are the leading provider of mobile data and mobile
payment services. We have 178 million customers and are the leading
connectivity provider in seven out of eight of the markets we operate in
Our customer commitments covering 62% of the population where we operate with 4G services.
Best connectivity products & services
Grow revenue through providing the best core connectivity Differentiated platforms
products and services in each of our markets for both We have developed a range of unique and differentiated platforms that
consumers and businesses. leverage on our connectivity base, and provide customers with a ‘best on
Vodafone’ experience. These platforms also make us a ‘strategic partner of
Leading innovation in digital services choice’ for large global technology companies, enabling them to distribute
Leveraging our unique platforms and partnering with leading their content and services across multiple markets via a single platform.
technology firms to provide customers with a ’best on We have:
Vodafone’ user experience. – one of Europe’s leading TV platforms with over 22 million users1
– a market leading IoT platform with over 123 million connections
Outstanding digital experiences
Using our leading digital architecture to provide a seamless – M-Pesa – Africa’s leading mobile payment platform processed over
customer experience across all channels – app, online, retail 15 billion transactions during the year, and has 48 million active users
and physical delivery at home. – MyVodafone app – digitally serving customers
– scaled shared service centres – centralising and automating our processes

Our enabling strategies Our people & culture

Our employees’ passion, commitment and expertise are key to delivering
Simplified & most efficient operator our strategy and purpose. It is important that we continue to invest in
Delivering further efficiencies through digital transformation, the right talent and skills for the future in order to help accelerate our
standardisation of products and procedures, and automation digital transformation.
of processes at scale.
Read more about our people strategy
Social contract shaping digital society on pages 21-22
Influencing policy and regulation to shape a more healthy
industry structure, and build a resilient, inclusive and Governance & risk management
sustainable digital society. We have strong governance and risk management frameworks that ensure
that we operate responsibly and take a consistent and holistic approach to
Leading gigabit networks the identification, management and oversight of risks.
Maintaining our leading gigabit networks as we provide
our customers with the best connectivity products and Our brand
‘best on Vodafone’ user experience.
We have one of the world’s most recognised brands. Our purpose is also
Read more the basis of our new brand positioning: ‘Together we can’. It conveys our
on pages 18-20 belief that technology and innovation can help millions of people and their
communities to stay connected. We feel positively about the opportunity
Scan or click to watch our Chief Executive summarise technology gives us all when combined with the right human spirit.
our performance this year and introduce the next phase Notes:
1. Including VodafoneZiggo
of our strategy:
2. Africa including Egypt, Ghana and Safaricom
investors.vodafone.com/videos-strategy
17 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Our financial strengths Our medium-term ambitions

We have a resilient operating model, a robust financial Disciplined capital allocation to drive
position, and a disciplined approach to capital allocation. shareholder returns.

Resilient and growing revenue streams Value model Medium-term ambition

We generate revenue primarily through monthly recurring contracts or
subscriptions – providing us with robust and resilient revenue streams. Consistent Growth in both Europe & Africa
We are also growing quickly in new growth areas such as IoT, cloud & revenue growth
security, and next-generation fixed-line services.

Significant opportunities to lower our cost base

By being Digital First, radically simpler, and leveraging our Group scale
+ Ongoing
margin
Mid-single digit adjusted
EBITDAaL1 growth
we are able to structurally transform our cost base. Over the past three expansion
years we have delivered €1.3 billion of net opex savings in Europe, and
are targeting a 20% reduction in our European cost base over five years
to FY23. + Good cash
conversion
Mid-single digit adjusted
FCF2 growth

Robust balance sheet

Our average tenure of debt is 12 years (excluding debt issued by
Vantage Towers), we have no significant short-term refinancing needs, + Disciplined
capital
allocation
Net debt to adjusted EBITDA:
2.5-3.0x
and we have a strong liquidity position with cash and short term Investments
of €9.8 billion and unused facilities of €7.4 billion.
Read more
on pages 23-31 = Sustainable
value
creation
ROCE3 greater than WACC

A minimum dividend of 9.00

eurocents per share per annum
Disciplined approach to capital
allocation Notes:
1. Adjusted EBITDAaL is equivalent to FY21 definition and calculation of adjusted EBITDA.
Our capital allocation framework 2. Adjusted free cash flow is free cash flow before spectrum, restructuring, integration costs and
Vantage Towers growth capital additions. Growth capital additions is on a cash basis and includes
Enabling us to balance our three capital allocation priorities: expenditure on new sites, ground lease optimisation and other adjacency opportunities as
defined by Vantage Towers.
3. Pre-tax return on capital employed (controlled).
Invest in critical infrastructure
1 €7.9 billion
cash capital additions in FY21 Our sustainable business strategy
Our purpose is to connect for a better future. We believe that Vodafone
Maintain a robust balance sheet has a significant role to play in contributing to the societies in which
we operate and we want to enable an inclusive and sustainable digital
2 2.8x
net debt/adjusted EBITDA
society. Our sustainable business strategy helps the delivery of our targets
across three purpose pillars: Inclusion for All, Planet and Digital Society.
We have clear and robust short, medium and long-term targets across
Shareholder distribution all three pillars.

3 9.00 eurocents Read more

dividends per share in FY21 on pages 32-52

Read more on our capital allocation

framework on page 20

Scan or click to watch our Chief Financial Officer

summarise our financial performance in FY21:
investors.vodafone.com/videos-cfo
18 Vodafone Group Plc
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Strategic review (continued)

The next phase in our strategy – a new throughout the pandemic, clear understanding of our economic
model and disciplined prioritisation of high marginal return on
generation connectivity and digital capital opportunities.
services provider 4. We are on a clear growth pathway
Following the significant actions we have taken to Our strategy is grounded in our purpose to connect for a better future
and is focused on three core elements. Firstly, to be the trusted partner
reshape the Group, we are focused on growing our for small and medium-sized enterprises. Secondly, to be the gigabit
converged connectivity markets in Europe, and mobile connectivity provider of choice to large enterprises. Thirdly, to be the
data and payments in Africa. The next phase of our leading end-to-end provider of IoT solutions for every organisation.
strategy focuses on three customer commitments
and three enabling strategies, all of which work together Scan or click to watch our virtual investor briefing at:
towards realising our vision to become a new generation investors.vodafone.com/vbbriefing
connectivity and digital services provider for Europe
and Africa, enabling an inclusive and sustainable
digital society. Leading innovation in digital services
Alongside optimising our core connectivity services, we are building
Best connectivity products & services platforms that will allow ‘best on Vodafone’ experiences. Our primary
areas of focus are premium TV in Europe; financial services in Africa;
Consumer Europe
Vodafone Business specific digital platforms across the Group; and the
In Europe, we are a leading converged connectivity provider with 7.9 million
IoT for both consumers and businesses.
converged customers, 113 million mobile connections, 142 million
marketable NGN broadband homes, we cover 98% of the population in Premium TV
the markets we operate in with 4G, and we have launched 5G in 240 cities Our consumer TV proposition now has over 22 million subscribers in
in 10 markets in Europe. We have achieved this leading position by focusing 11 markets, making Vodafone the 2nd largest TV provider in Europe.
on our core fixed and mobile connectivity. We are enhancing our products We partner with 18 leading global content producers and distributors
through capacity and speed upgrades, unlimited mobile plans, a distinct such as Disney, ViacomCBS, WarnerMedia, Netflix, Amazon and Comcast.
tiered branding hierarchy and convergent product bundles. Our premium TV offering is delivered through a seamlessly integrated,
multi-device platform. This enables consumers to watch whatever they
Consumer Africa
want, whenever they want on any connected device.
In Africa, we are the leading provider of mobile data and mobile
payment services. We have 178 million mobile customers in 8 markets Financial services
which represent 40% of Africa’s total Gross Domestic Product. We are We remain focused on embedding Vodacom as a leading pan-African
the leading mobile connectivity provider by revenue market share technology company and M-Pesa offers a unique opportunity to extend
in 7 markets. Excluding Kenya, we cover 62% of the population in our reach further into financial services through our investments in
the markets in which we operate with 4G services. Our M-Pesa financial financial, digital and lifestyle services. This provides us with opportunities
services platform processed over 15 billion transactions during the year. to enhance our relationship with the 178 million mobile customers we
serve across our African footprint. In particular, we note our partnership
Click to read more about our operations in Africa:
with Alipay and the imminent launch of our single lifestyle app for
vodacom.com
customers and merchants in South Africa that promotes greater financial
inclusion. We see this super-app as a precursor to M-Pesa’s evolution,
Vodafone Business supporting accelerated growth across our financial services’ businesses
In March 2021, we held a virtual briefing on Vodafone Business and assisting us in connecting hundreds of millions more in Africa so that
for investors and analysts. This briefing outlined the following four no one is left behind.
key messages.
Vodafone Business digital platforms
1. We operate in attractive markets We are extending the breadth of our propositions to private and public
We serve over 6 million private and public sector customers of all sector organisations beyond connectivity. We estimate the addressable
sizes, across Europe and Africa, in addressable markets totalling over market for unified communications, cloud applications and digital security
€100 billion. With more employees seeking flexible working, gigabit is over €50 billion and growing at over 10% per annum. We are partnering
connectivity with low latency and both public and private organisations with leading technology firms such as Microsoft, Accenture, IBM, Google,
driving digitalisation, we have a compelling structural opportunity, with Cisco and Amazon to provide our customers with best-in-class products
expected addressable market growth of c.8% per annum. and services. We provided further information on this growth opportunity
as part of the Vodafone Business virtual investor briefing.
2. We have unique scale & capabilities
We have the scale, expertise and technology to successfully compete IoT
in these attractive markets. We are expanding our portfolio of products Our end-to-end IoT proposition is the largest of its kind globally. Our
and services to enhance our provision of core connectivity services, Business IoT offering for private and public sector clients was discussed
with in-house innovation in IoT and partnerships with leading at our recent virtual investor briefing. Our addressable market has already
technology companies to offer cloud, security and unified reached €10 billion and is expected to grow at 16% per annum over the
communications services. medium term. At the end of March 2021, we had over 120 million devices
connected to our network, including 33 million connected cars. We have
3. We have strong operating momentum also developed over 100 tailored end-to-end solutions for a range of
Over the last three years, we have delivered a step-change in our sectors including healthcare, distribution, manufacturing and automotive.
commercial performance, leading to service revenue growth (excluding
roaming and visitor revenue) of 1.8% in FY21, with total service revenue Our consumer IoT offering has now connected over 1.4 million devices
now over €10 billion. This has been driven by ongoing improvements such as the watches through our OneNumber service and our ‘Curve’
in our commercial momentum, strong support to our customers mobile tracking device. In addition, we recently launched a new smart kids
19 Vodafone Group Plc
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watch, developed with The Walt Disney Company. We will be expanding is powered by our Digital eXperience Layer (‘DXL’). DXL refers to the
on the opportunity for consumer IoT and other consumer growth abstraction layer in our IT architecture which separates customer-facing
opportunities at a virtual investor briefing in December 2021. micro-services requiring frequent and rapid adjustment from back-end
systems such as billing and CRM.
Outstanding digital experiences We have already moved more than half our core network functions to the
Over the last thirty years, Vodafone’s approach to retail, distribution and cloud in Europe, supporting voice core, data core and service platforms on
customer care has evolved in line with broader social and technological over 1,300 virtual network functions. In Europe, we now operate a single
development. During the 1990s, we operated primarily through a digital network architecture across all markets, enabling the design, build,
traditional retail ‘high street’ store mode, whereby the vast majority of test and deployment of next generation core network functions more
customer interaction was face-to-face and involved a high degree of securely, 40% faster and at 50% lower cost. Similarly, more than half of
manual process. In the 2000s, we introduced a multi-channel model, in our IP applications are now virtualised and running in the cloud.
which customers could also choose to interact with us through dedicated Product development consistency & common customer care
websites or contact centres, in addition to the retail stores. In the 2010s, To meet the needs of our customers, both individuals and businesses, we
we began to combine the models into an omni-channel experience, need to bring innovative and differentiated products to market and scale
through which our customers could move between different channels them across our footprint much faster than we do today. We also need
for different missions. to further leverage the scale of our footprint and avoid duplication and
In the new decade, our ambition is for customers to primarily interact fragmentation of our resources. We are simplifying and unifying our
with us in a ‘Digital First’ manner. Our investments in this area have already approach to product development, reducing time and resources for new
resulted in our artificial intelligence-enabled assistant (‘TOBi’) resolving products from the idea creation phase to launch, with a new process to
63% of customer support interactions with no human interaction and allocate and sustain funding across our markets.
an approximate 5% reduction in the frequency of customer contacts per We are also accelerating the deployment and adoption of digital tools
year to 1.4. As we look ahead, we expect the majority of new customers through common digital platforms with the ambition to move to one
will join Vodafone through digital channels and the overwhelming ‘My Vodafone’ app and, over time, one TOBi chatbot platform. This will
majority of customer interaction and queries will be fulfilled through also help us deliver a more consistent customer experience regardless
either the MyVodafone app or support provided through ‘TOBi’. We will of geography, with further automation and simplification.
then support the ongoing customer relationship through data-driven and
automated targeting of upselling, cross-selling and contract extension.
This Digital First customer experience will improve customer loyalty and
Social contract shaping industry structure
reduce the service cost per customer. to improve returns
We will be expanding on our plans for outstanding digital experiences at Over the last decade, the performance of the European telecommunications
a virtual investor briefing in December 2021. industry has been weaker than other regions, which market commentators
largely attribute to its regulatory environment. European regulation differs
in both its fragmented approach to spectrum licensing and market structure,
Simplified, most efficient operations compared with North America or Asia.
The connectivity value chain involves a high degree of repeatable In 2019, we introduced our ‘social contract’, which represents the
processes across all of our markets, such as procurement, network partnerships we want to develop with governments, policy makers
deployment, network operations, sales activities, customer support and civil society. We believe the industry needs a pro-investment,
operations, and billing and transaction processing. This has provided us pro-innovation partnership approach to ensure Europe can compete
with a significant opportunity to standardise processes across markets, in the global digital economy and be at the forefront of technology
relocate operations to lower cost centres of excellence and apply ecosystems. This requires healthy market structures, an end to extractive
automation at scale, delivering best in class efficiency levels. spectrum auctions, support for equipment vendor diversity, a defined
In the next phase of our strategy, we are pursuing these opportunities framework for network sharing, and regulation that enables the physical
through two significant evolutions in our operating model. Firstly, deployment of network infrastructure, as well as rewards quality – such
integrating our network and digital teams in Europe and, secondly, as security, resilience and coverage – with fair prices.
streamlining our approach to product development and customer Following our efforts and society’s increasing reliance on our connectivity
care within our European commercial teams. These programmes will be infrastructure and services, notably during the COVID-19 pandemic, we
key components in delivering the next phase of our ongoing efficiency are beginning to see positive signs of a healthier industry structure emerge.
programme, which targets a total net reduction of Europe and Common Recent spectrum auctions in the UK, Greece and Hungary were conducted
Function operating expenses of 20% by FY23 (versus a FY18 baseline). in a positive manner and completed with spectrum being assigned at
Integrating network & digital teams sustainable prices, in line or below European benchmark levels. Authorities
We are integrating our European network and digital teams. This are recognising that operators need to be able to focus available private
new structure will drive effectiveness, increase our speed of execution, funds for fast deployment of new infrastructure and services.
standardise key processes, and support the codification of what is the We have also seen national governments increase support, such as
best solution for Group implementation. We will increase our IT and state-subsidies for rural networks in the UK and Germany. A key area
digital capabilities, standardise key development environments and will be shaping Member State recovery funds and how at least 20% of
enhance coding collaboration, while internalising software engineering the €750 billion NextGenerationEU funding targeted for digital initiatives
capabilities, further leveraging our _VOIS shared services environment. is distributed.
This new operating model for our technology teams will enable our We will play our part by investing in our high-quality network infrastructure
multi-year journey to redefine our technology architecture following and will continue to work closely with regulators and policy makers in
a ‘Telco as a Service’ (‘TaaS’) model. Our TaaS model is based on two order to create a more healthy and sustainable industry structure that is
existing layers of inter-connected digital technology. We have created truly pro-investment, pro-innovation and supportive of returns.
a standardised suite of customer and user-facing interfaces for an entire
omni-channel journey and called it OnePlatform. The OnePlatform suite
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Strategic review (continued)

Leading gigabit networks Disciplined capital allocation to drive

In order to provide our customers with the best connectivity products shareholder returns
and ‘best on Vodafone’ connectivity platforms, we need to have leading The objectives of our portfolio activities over the last three years have
gigabit network infrastructure in each of our markets. Importantly, we been to focus on our two scaled geographic platforms in Europe and
must also ensure that our customers recognise and value the quality of Africa; achieve converged scale in our chosen markets; and deliver
our gigabit network infrastructure. We will be hosting a dedicated virtual a structural shift in asset utilisation. We are now a matrix of country
investor briefing on technology and our approach on 17 June 2021. operations, products and platforms and will continue to be disciplined
in managing our portfolio, following three principles:
In mobile, we are currently deploying mobile network infrastructure to
deliver 5G connectivity. So far, we have launched 5G services in 240 cities, – we aim to continue to focus on the converged connectivity markets
in 10 markets in Europe. 5G services provide ‘real world’ speeds well in in Europe, and mobile data and payments in Africa;
excess of 100 Mbps, compared with 4G which provides ‘real world’ speeds – we aim to achieve returns above the local cost of capital in all of our
of 20-35 Mbps. In addition to the speed advantage, 5G networks that are markets; and
‘built right’ and with longer-term competitive advantage in mind, provide – we consider whether we are the best owner (i.e. whether the asset adds
more uses cases, and significant capacity and efficiency advantages, value to the Group and the Group adds value to the asset) and whether
ultimately lowering the cost per gigabyte of mobile data provision. there are any pragmatic and value-creating alternatives.
However, the European mobile sector is also utilising dynamic spectrum
sharing (‘DSS’) technology to share existing 4G spectrum to provide a Our capital allocation priorities are to support investment in connectivity
more limited 5G experience. infrastructure; maintain a robust balance sheet; and support improved
shareholder distribution.
Underpinning our 5G network infrastructure is our majority shareholding
in Vantage Towers AG. Our growth strategy requires a greater level of investment, in four
major areas.
Click to read more about Vantage Towers:
vantagetowers.com – We will continue to invest in leading gigabit networks by upgrading our
fixed networks and rolling out 5G ‘built right’. To help fund this, our new
Alongside our 5G mobile network infrastructure is our NGN fixed-line Technology operating model will drive a higher level of efficiency in
network infrastructure. We can now reach 142 million homes across 12 unitary spend, while greater standardisation will eliminate duplication.
markets in Europe (including VodafoneZiggo). This marketable base is – We will have a stronger, more comprehensive product offering in every
connected through a mix of owned NGN network (56 million homes, of market, particularly in Vodafone Business, to accelerate our revenue
which 44 million are gigabit-capable), strategic partnerships (24 million and profit growth.
homes) and wholesale arrangements (62 million homes). This network – We will accelerate our digital capabilities, which will ultimately help us
provides us with the largest marketable footprint of any fixed-line sustain margin expansion, strengthen our direct channels and build
provider in Europe. In Germany, our owned network covering 24 million further differentiation in our customer offer.
households is being progressively upgraded to the latest DOCSIS 3.1
– We are retaining the flexibility to support Vantage Towers in realising
standard, which provides us with a structural speed advantage over the
its own growth ambitions, particularly in the high incremental returns
incumbent. Over the medium-term we will continue to increase the
opportunities of new build-to-suit sites and ground-lease buyouts.
proportion of our Europe customers that can receive gigabit-capable
connections through our owned network and continue to work with
strategic partners to provide cable and fibre access. Medium-term financial ambition
During this next phase of our ongoing transformation to be a new
generation connectivity and digital services provider, we are committed to
Committed to improving returns improving returns. The table below sets our model for value creation,
alongside our medium-term financial ambition.
Outlook for FY22 Value model Medium-term ambition
Our performance during FY21 has been in line with our expectations and Consistent Growth in both Europe & Africa
demonstrates the relative resilience of our operating model. We remain revenue growth
focused on the delivery of the next phase of our strategy.
+ Ongoing Mid-single digit adjusted EBITDAaL1 growth
Adjusted EBITDA will be referred to as ‘adjusted EBITDAaL’ from FY22 margin expansion
onwards, with no change to the underlying definition. Free cash flow
+ Good cash conversion Mid-single digit adjusted FCF2 growth
(pre spectrum, restructuring and integration costs) will be referred to
as ‘adjusted free cash flow’1, and excludes Vantage Towers growth + Disciplined Net debt to adjusted EBITDA: 2.5-3.0x
capital additions. capital allocation
Based on the current prevailing assessments of the global = Sustainable ROCE3 greater than WACC
macroeconomic outlook: value creation
A minimum dividend of 9.00 eurocents
– Adjusted EBITDAaL is expected to be between €15.0 - €15.4 billion
1 per share per annum
in FY22; and
Notes:
– Adjusted free cash flow2 is expected to be at least €5.2 billion in FY22. 1. Adjusted EBITDAaL is equivalent to FY21 definition and calculation of adjusted EBITDA.
2. Adjusted free cash flow is free cash flow before spectrum, restructuring, integration costs and
Vantage Towers growth capital additions. Growth capital additions is on a cash basis and includes
expenditure on new sites, ground lease optimisation and other adjacency opportunities as
defined by Vantage Towers.
3. Pre-tax return on capital employed (controlled).
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Our people strategy

Our vision is to create an inclusive environment, which introduced to support leadership selection and we will continue to
is supportive of growth and where everyone has the activate Spirit through Future Ready ways of working such as remote
hiring and hybrid working.
opportunity to thrive.
Our senior leadership are accountable for our culture transformation.
We are now beginning the next phase in our transformation to become a
The Board has monitored the launch and progress of Spirit, and our
new generation connectivity and digital services provider for Europe and
Executive Committee is regularly involved in discussions on survey
Africa. Our people strategy will accelerate this transition, by creating a
results and actions.
place where everyone can truly belong, innovate, work effectively and
fulfil their potential. As leadership is essential for driving the transformation, we have invested
in developing inclusive leaders who drive growth and innovation, act as
Vodafone Spirit role models, coach and empower teams, and lead with Spirit behaviours.
Our culture – called the ‘Vodafone Spirit’ – outlines the beliefs we stand In June 2020, we launched a leadership programme called the Senior
for and the four key behaviours enabling our strategy and purpose. The Leadership Team (‘SLT’) Spirit Accelerator for 277 of our senior leaders.
Vodafone Spirit is the catalyst for change, underpinning the successful This consisted of a series of leadership talks on the topics of resilience,
and sustainable delivery of our transformation. psychological safety, adaptability, the future of work and growth mindset,
This year we focused on embedding Spirit at the individual, team, leader as well as coaching delivered through a digital platform.
and organisation level.
Agile and efficient operating model
At the start of the financial year, we launched a survey called ‘Spirit Beat’
During the year, we have worked to simplify our operating model,
to replace our annual employee survey. We use Spirit Beat surveys to
leveraging our global scale. We initiated one of our largest ever
measure our culture and its impact. The results – shown in the table
organisational changes to accelerate our transformation into a new
below – show a strong adoption of the Spirit beliefs and behaviours.
generation connectivity and digital services provider for Europe and
In the second survey undertaken in January 2021, scores remained
Africa. This consists of three major initiatives, effective from 1 April 2021:
relatively consistent in a time of unprecedented change. The scores
also outlined strengths and areas of focus to embed our culture further. – Product operating model: We will establish a simplified and unified
approach to product development, to shorten the time between idea
Our Spirit Beat surveys are conducted using artificial intelligence and
creation of new products and launch. The new model will help us to
the results are used to encourage the adoption of our Spirit behaviours.
leverage our scale when bringing innovative products to market and
Following completion and based on confidential survey responses, all
scale them across our footprint faster.
employees receive automated and personalised coaching tips called
‘nudges’ over a 20-week period, to support behaviour change and the – Technology operating model: We will create one integrated
creation of new habits. These personalised nudges create a continuous European network and IT/digital team across the Group, to drive
feedback loop and over 750,000 nudges have been sent to employees efficiency, increase speed of execution, standardise key processes, and
so far. Subsequent analysis has shown the value of these nudges: 71% codify the best solutions for implementation across all of our markets.
of colleagues found nudges useful, and data shows that teams with – Customer operations model: To prevent duplication in the creation
managers who embraced the Vodafone Spirit had a higher Spirit Index of digital tools to serve our customers, we will move to common digital
(+13) and employee engagement score (+15) compared to managers platforms across our entire footprint to deliver a consistent experience.
who did not. Our transformation has provided a critical opportunity to embed Spirit
more deeply into our operating model, organisation, and ways of working.
Spirit Beat surveys As we have accelerated our transformation, we have codified the critical
2021 2020
enablers of successful strategy execution, building on the results of
Earn customer loyalty 72 74 the McKinsey Execution Excellence survey sent to 1,193 senior leaders
from Vodafone. Vodafone scored above the benchmark in all areas, and
Experiment, learn fast 77 78
together with structured leadership interviews and best practice sharing,
Create the future 75 75
the survey has provided us with the data and insights to define key
Get it done, together 76 77 success metrics for execution excellence.
Overall Spirit index1 75 76
Response rate 86% 84% We also continued to build an agile culture in order to accelerate our
digital transformation, simplify our ways of working and enable quick and
Note: insight-led decision-making. We made good progress on implementing
1. The overall Spirit index reflects the average of the four Spirit behaviour scores.
our new digital operating model, with 67 active tribes and 441 squads in
Insights from our Spirit Beat surveys have informed our approach as we 13 different markets.
plan the next phase of embedding the Vodafone Spirit within our culture. Lastly, to support our transformation into Europe’s leading connectivity
We will continue to use AI-driven nudges and reinforce Spirit behaviours provider, we integrated the Liberty Global organisations and people
through our reward and recognition tools. We are embedding Spirit into in Germany and central eastern Europe, as well as AbCom in Albania
our performance development approach to help us attract, retain and following recent acquisitions. We also successfully established Vantage
develop future talent to deliver our strategy, and are refreshing our global Towers, our European tower company which listed on the Frankfurt stock
leadership development suite to support leaders to role-model Spirit exchange in March 2021.
behaviours. Aligned with Spirit, a new leadership assessment will be
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Strategic review (continued)

Diverse talent and future ready skills specific role). Where appropriate, our remote hiring policy will also allow
As we evolve our operating model and execute our strategy, we have our teams to source skills irrespective of location.
focused on developing diverse talent for the future, and accelerating We recognise that effective hybrid ways of working require new
reskilling and upskilling at scale. technology and policies. We have deployed digital collaboration and
This year, we created talent and succession pools for our most senior time management tools, such as Microsoft Teams and MyAnalytics,
roles, as well as a pool for our female talent. These pools are reviewed and introduced meeting guidelines to reduce meeting duration by 25%.
and updated at the annual Executive Committee talent review and are We have also started to reimagine how we will use our offices going
considered by the Board. forward, with the target of having approximately 80% of our office space
The transformation into a new generation connectivity and digital services dedicated to collaboration and co-creation. We have initiated pilots in
provider requires new skills and capabilities in our organisation, such as offices in the Czech Republic and UK, leveraging our own IoT technology
software engineering, automation and data analysis. To develop future tracking how office space is used, as well as room booking.
skills at scale, we ran a skills transformation pilot in Italy, involving 10 We maintained strong relationships with the workers councils and
functions, and more than 4,600 people (86% of local headcount). The unions, with approximately 22,000 people covered by collective
results were encouraging, showing that there are almost as many future bargaining agreements globally. This year, we reached several
opportunities as there are roles that will change, highlighting the need for agreements with the unions as we began to shape the future of work.
reskilling and upskilling programmes at scale. As part of the Italy pilot, we For example, in Italy, employees will work between 60-80% remotely
have successfully reskilled 2,000 people to date, of whom 115 have been post-COVID depending on their role and have guaranteed rights to
redeployed to new roles. Through the pandemic, we have also prioritised disconnect during non-working hours.
reskilling for those whose roles were paused during lockdowns, such as
retail employees reskilling as call support staff. Pulse surveys
We place significant importance on listening to the feedback of our
We have also continued to support the personal and professional colleagues. During the year we ran six pulse surveys to listen to employee
growth of our people through the pandemic by moving all of feedback and used the results to inform our COVID-19 response plans.
our learning initiatives online. During the year, 85% of employees
completed non-mandatory training during the year, with an average Pulse surveys
of 2.8 hours per month (including the skills transformation pilot in Italy). Nov
2020
Sept
2020
July
2020
April
20201
April
20201
April
20201
During the year, we invested an average of €470 into training for each
How are you feeling? 74 76 76 76 75 73
employee to build future capabilities.
Support you need to
We continue to accelerate our skills transformation programme and do your job effectively? 82 83 83 85 84 85
will shortly launch a new tool which allows employees to update their Connected to
skills profiles. This new functionality will help us measure and validate your team? 79 81 81 84 84 83
proficiency levels, as well as support our new global mentoring tool. Response rate 64% 59% 57% 62% 60% 55%
We are targeting an 80% completion rate for our new skills profiles and a
year-on-year increase in employees completing non-mandatory training. Note:
1. During the early stages of the pandemic, we ran a number of pulse surveys to regularly check
To execute our strategy and bring our purpose to life, we also invested in with our employees.
in youth hiring (6,974 hires, of which 757 graduates) whilst providing Pay, benefits and wellbeing
digital learning experiences to 30,601 young people, through local As part of our people experience, we continued to ensure pay, benefits,
work experience programmes and initiatives. and wellbeing propositions are competitive and fair.
To attract, engage and retain diverse talent, we launched our new We have simplified our reward approach to encourage collective
Employer Value Proposition “Together We Can” in March 2021, performance and increased focus on recognition, launching our
bringing our culture and purpose to life for candidates and employees. peer-to-peer recognition tool ‘Thank You’ (with 30,864 awarded during
the year) and increasing the available budget for Vodafone Stars, our
Digital and personalised experience cash recognition programme. We also continued to apply our Fair Pay
Our people experience is informed by employee insights and guided principles across all markets, working with the Fair Wage Network to
by our culture. Ensuring employees are excited about the opportunities ensure a good standard of living in each market.
our transformation brings and placing them at the heart of the change is We remained focused on physical and mental wellbeing, with a variety
critical to drive our strategy at pace. of training and services available in each market. In the UK, we moved
Future ready framework onsite medical services to online, including GP and Cognitive Behavioural
This year, we introduced our future ready framework as an immediate Therapy (‘CBT’) services. Provision of employee assistance programmes
response to the pandemic and began to rethink future ways of working. and psychological support services continued to grow, particularly in
The framework is based on the outcomes of internal and external Italy, Albania, Romania, as well our shared service centres in Romania
research, including two internal surveys, a business customer survey, and Hungary.
70 interviews and almost 100 video diaries, alongside the analysis of Digital tools
internal data and external trends. The data confirmed that our office- Our people experience and strategy execution is powered by our digital
based employees, while missing the social office connection, strongly tools and systems. We have established SuccessFactors as the single
support increased adoption of remote working, and our leaders foresee foundational platform and integrated new tools and apps such as Humu
their teams using office spaces to collaborate rather than for individual for Spirit Beat, DocuSign, our diversity data profile page, and domestic
work. At the same time, we observed sustained levels of productivity. violence portal. To effectively support the transformation, we kicked off
As a result, we have introduced further flexibility to our working practices the “future ready HR” programme aiming to build a more digital and
through new policies issued in March 2021. Our remote working policy agile HR team. We have started to experiment with new solutions in our
sets global standards for new hybrid ways of working including an average markets, such as a new digital onboarding process in Spain, and we will
split between remote and in-office working of 60:40 (depending on the continue to implement advanced digital tools to support reskilling at
scale, strategic workforce planning and recruiting.
23 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Our financial performance

Resilient performance,
in line with our expectations
– Total revenue declined by 2.6% to €43.8 billion (FY20: €45.0 billion), as – Free cash flow (pre spectrum, restructuring and integration costs)
our good underlying momentum and the benefit from the acquisition decreased by 11.9% to €5.0 billion (FY20: €5.7 billion) due to lower
of Liberty Global’s assets in Germany and Central and Eastern Europe adjusted EBITDA and increased investment in network performance
was offset by lower revenue from roaming, visitors and handset sales, during the pandemic, partially offset by working capital movements
adverse foreign exchange movements and the disposal of Vodafone including lower cash commissions.
New Zealand. – Income tax expense increased by €2.6 billion, primarily due to a
– Operating profit increased by 24.3% to €5.1 billion (FY20: €4.1 billion). non-cash charge of €2.8 billion following a decrease in the carrying
Compared to the prior year period, we recognised lower gains on value of deferred tax assets.
disposals, no impairment losses, and we no longer recognised – Total dividends per share are 9.0 eurocents (FY20: 9.0 eurocents),
Vodafone’s share of losses related to Vodafone Idea following the write including a final dividend per share of 4.5 eurocents. The ex-dividend
down of the asset to nil in FY20. On an underlying basis, performance date for the final dividend is 24 June 2021 for ordinary shareholders,
was broadly stable as lower adjusted EBITDA was partially offset by the record date is 25 June 2021 and the dividend is payable on 6
lower restructuring costs, depreciation and amortisation and a higher August 2021.
share of profits from associates and joint ventures.
– Adjusted EBITDA decreased by 1.2%* to €14.4 billion (FY20: €14.9 billion) All amounts marked with an “*” represent organic growth, which
as the decline in revenue was partially offset by strong cost control, presents performance on a comparable basis, including merger
with a net reduction in our Europe and Common Functions operating and acquisition activity and foreign exchange rates. Organic growth
expenditure of €0.5 billion. is a non-GAAP measure that is presented to provide readers with
additional financial information and should not be viewed in isolation
– Cash inflow from operating activities decreased by 0.9% to €17.2 billion
or as an alternative to the equivalent GAAP measure.
(FY20: €17.4 billion).
Read more about non-GAAP measures
on page 217

Group financial performance

FY211 FY20 Reported
€m €m change %

Revenue 43,809 44,974 (2.6)

– Service revenue 37,141 37,871 (1.9)
– Other revenue 6,668 7,103
Adjusted EBITDA2,3 14,386 14,881 (3.3)
Restructuring costs (356) (695)
Interest on lease liabilities4 374 330
Loss on disposal of property, plant & equipment and intangible assets (30) (54)
Depreciation and amortisation on owned assets (10,187) (10,454)
Share of results of equity accounted associates and joint ventures 342 (2,505)
Impairment losses – (1,685)
Other income and expense 568 4,281
Operating profit 5,097 4,099 24.3
Non-operating expense – (3)
Investment income 330 248
Financing costs (1,027) (3,549)
Profit before taxation 4,400 795
Income tax expense (3,864) (1,250)
Profit / (loss) for the financial year 536 (455)
Attributable to:
– Owners of the parent 112 (920)
– Non-controlled interests 424 465
Profit/(loss) for the financial year 536 (455)

Basic earnings/(loss) per share 0.38c (3.13)c

Adjusted basic earnings per share2 8.08c 5.60c
Notes:
1. The FY21 results reflect average foreign exchange rates of €1:£0.89, €1:INR 86.60, €1:ZAR 19.04, €1:TRY 8.58 and €1: EGP 18.44.
2. Adjusted EBITDA and adjusted basic earnings per share are Non-GAAP measures. See page 217 for more information.
3. Includes depreciation on Right-of-use assets of €3,914 million (FY20: €3,720 million).
4. Reversal of interest on lease liabilities included within adjusted EBITDA under the Group’s definition of that metric, for re-presentation in financing costs.
24 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Our financial performance (continued)

FY21 geographic performance summary

Other Common
Germany Italy UK Spain Other Europe Vodacom Markets Functions Eliminations Group
€m €m €m €m €m €m €m €m €m €m
Total revenue (€m) 12,984 5,014 6,151 4,166 5,549 5,181 3,765 1,368 (369) 43,809
Service revenue (€m) 11,520 4,458 4,848 3,788 4,859 4,083 3,312 470 (197) 37,141
Adjusted EBITDA (€m) 5,634 1,597 1,367 1,044 1,760 1,873 1,228 (117) 14,386
Adjusted EBITDA margin (%) 43.4% 31.9% 22.2% 25.1% 31.7% 36.2% 32.6% (8.6)% 32.8%

FY21 Service revenue growth %

Q1 Q2 H1 Q3 Q4 H2 Total

Germany 25.4 6.9 15.4 1.0 1.2 1.1 7.7

Italy (6.5) (7.9) (7.2) (7.8) (8.8) (8.3) (7.8)
UK (3.2) (0.8) (2.0) (5.1) (4.4) (4.7) (3.4)
Spain (6.9) (1.8) (4.4) (0.9) (2.2) (1.5) (3.0)
Other Europe 3.8 (1.9) 0.8 (4.0) – (2.0) (0.6)
Vodacom (11.9) (12.3) (12.1) (9.1) (1.2) (5.3) (8.7)
Other Markets (18.9) (15.1) (17.0) (9.5) (6.1) (7.8) (12.8)
Group 1.3 (2.5) (0.7) (3.9) (2.4) (3.1) (1.9)

FY21 Organic service revenue growth %*

Q1 Q2 H1 Q3 Q4 H2 Total

Germany – (0.1) (0.1) 1.0 1.2 1.1 0.5

Italy (6.5) (8.0) (7.2) (7.8) (7.8) (7.8) (7.5)
UK (1.9) (0.5) (1.2) (0.4) (0.6) (0.5) (0.8)
Spain (6.9) (1.8) (4.4) (1.1) (1.3) (1.2) (2.8)
Other Europe (3.1) (1.8) (2.4) (0.7) (0.2) (0.4) (1.4)
Vodacom 1.5 3.2 2.3 3.3 7.3 5.3 3.9
Other Markets 9.1 9.0 9.0 12.3 13.1 12.7 10.8
Group (1.3) (0.4) (0.8) 0.4 0.8 0.6 (0.1)

Germany: 31% of Group service revenue migrations from legacy broadband DSL. Almost half of our cable
Reported Organic
broadband customer base now subscribes to speeds of at least 250Mbps,
FY21 FY20 change change* and gigabit speeds are now available to 22.4 million households across
€m €m % %
our network. Our total broadband customer base increased by 161,000
Total revenue 12,984 12,076  7.5 to 10.9 million despite the majority of our retail stores being closed for
Service revenue 11,520 10,696  7.7 0.5  four months during the year due to the COVID-19 pandemic, including
Other revenue 1,464 1,380  during most of Q4.
Adjusted EBITDA1 5,634 5,077  11.0 1.8
Our TV customer base declined by 236,000 reflecting lower retail
Adjusted EBITDA
activity during the COVID-19 pandemic. During the year, we launched
margin1 43.4% 42.0%
a harmonised portfolio across all homes in Germany, aligning our sales
Note: activities and brought Vodafone TV to the Unitymedia footprint. We also
1. Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP measures. See page 217 launched the ‘DAZN’ Pay-TV channel and our new Apple set-top box
for more information.
product during the year. The full benefit from these actions was not
Reported total revenue increased by 7.5% to €13.0 billion, primarily visible in our commercial results due to lockdown restrictions affecting
reflecting the consolidation of the acquired Liberty Global assets for the retail activity. Our converged propositions, led by ‘GigaKombi’, allow
full year. customers to combine their mobile, landline, broadband and TV
subscriptions for one monthly fee. Our converged customer base
On an organic basis, service revenue grew by 0.5%* (Q3: 1.0%*, Q4:
continued to grow, with 130,000 Consumer additions during the
1.2%*), with growth across all customer segments in the second half of
year. We now have over 1.6 million Consumer converged accounts.
the year. Growth was supported by good customer and ARPU growth, a
strong performance in Business fixed and higher variable usage revenue Mobile service revenue declined by 0.7%* (Q3: 0.5%*, Q4: 0.9%*) mainly
during the COVID-19 lockdown, offset by lower roaming, visitor and due to the reduction in roaming, visitor and wholesale revenue. Service
wholesale revenue. The year-on-year impact from the decline in roaming revenue grew in the second half of the year, supported by higher variable
and visitor revenue was -1.0 percentage points (Q3: -1.0 percentage usage and increased demand from business customers, particularly in
points, Q4: -0.5 percentage points). Retail service revenue grew by 1.1%* the public and health sectors. We added 317,000 contract customers
(Q3: 1.5%*, Q4: 1.8%*). during the year, supported by the migration of 187,000 Unitymedia
mobile customers onto our network. Contract churn improved by 0.8
Fixed service revenue grew by 1.4%* (Q3: 1.4%*, Q4: 1.4%*). This was
percentage points year-on-year to 11.8%. We also added 437,000 prepaid
driven by customer base and ARPU growth, higher variable usage during
customers, supported by our online-only proposition, ‘CallYa Digital’. We
the pandemic and growing demand for new services, such as cloud &
added a further 5.9 million IoT connections during the year, supported by
security. Business fixed service revenue grew strongly by 9.8%* in FY21.
a strong demand from SMEs.
We added 301,000 cable customers in the year, including 140,000
25 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

In April 2021, we became the first operator in Europe to launch UK: 13 % of Group service revenue
a standalone 5G network. This enables higher speeds, enhanced Reported Organic
reliability and ultra-low latency, in addition to using 20% less energy FY21 FY20 change change*
€m €m % %
on customers’ devices.
Total revenue 6,151 6,484  (5.1)
Adjusted EBITDA grew by 1.8%* as the benefit synergy delivery and Service revenue 4,848 5,020  (3.4) (0.8) 
ongoing cost efficiencies were partially offset by a -1.5 percentage Other revenue 1,303 1,464 
point year-on-year impact from lower roaming and visitors, and lower Adjusted EBITDA1 1,367 1,500  (8.9) (7.3) 
wholesale revenue. The adjusted EBITDA margin was 0.4* percentage
Adjusted EBITDA
points higher year-on-year and was 43.4%.
margin1 22.2% 23.1%
We have continued to make good progress on integrating Unitymedia,
Note:
with the rebranding, harmonisation of our internet & TV portfolio, and 1. Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP measures. See page 217
the organisational integration completed during the year. We are eight for more information.
months ahead of plan with respect to our cost and capital expenditure
Reported total revenue decreased by 5.1% to €6.2 billion, primarily due to
synergy targets and remain on track to deliver the remaining synergies.
the depreciation of the local currency versus the euro, and lower roaming,
visitor and equipment revenue.
Italy: 12 % of Group service revenue
Reported Organic
On an organic basis, service revenue decreased by 0.8%* (Q3: -0.4%*,
FY21 FY20 change change* Q4: -0.6%*) as good customer base growth and strong Business
€m €m % %
demand, was offset by lower roaming, visitor and incoming revenue.
Total revenue 5,014 5,529  (9.3) The year-on-year impact from the decline in roaming and visitor
Service revenue 4,458 4,833  (7.8) (7.5) revenue was -2.4 percentage points (Q3: -2.3 percentage points,
Other revenue 556 696  Q4: -1.5 percentage points).
Adjusted EBITDA1 1,597 2,068  (22.8) (12.7)
Mobile service revenue declined 3.3%* (Q3: -3.6%*, Q4: -1.8%*), as lower
Adjusted EBITDA
roaming, visitor and incoming revenue offset good customer base growth.
margin1 31.9% 37.4%
During the year, we maintained our good commercial momentum,
Note: supported by a significant shift in sales mix, with digital sales growing
1. Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP measures. See page 217 significantly to 39%. We also benefited from Business demand, strong
for more information.
iPhone sales, and improved customer loyalty. Contract churn improved
Reported total revenue decreased by 9.3% to €5.0 billion, driven by 1.1 percentage point year-on-year to 13.0%. In total, we added 219,000
continued price competition in the mobile market, as well as lower customers to our mobile contract base in FY21. Our digital sub-brand
roaming, visitor and equipment revenue. ‘VOXI’ also continued to grow strongly, with 176,000 customers added
during the year, supported by the launch of new propositions.
On an organic basis, service revenue declined by 7.5%* (Q3: -7.8%*,
Q4: -7.8%*). The year-on-year impact from the decline in roaming and Fixed service revenue grew by 5.6%* (Q3: 7.9%*, Q4: 2.2%*) and our
visitor revenue was -2.1 percentage points (Q3: -1.9 percentage points, commercial momentum remained strong with 192,000 net customer
Q4: -1.2 percentage points). additions during the year. The quarter-on-quarter slowdown in Q4 was
driven by the lapping of strong Business fixed performance in the prior
Mobile service revenue declined 10.5%* (Q3: -10.7%*, Q4: -9.3%*)
year and lower wholesale revenue. In March, we launched Vodafone
reflecting lower roaming and visitor revenue, a reduction in the active
‘Pro Broadband’ which combines fixed and mobile connectivity to
prepaid customer base year-on-year, which began to stabilise in Q4,
provide ‘unbreakable’ connectivity. Pro Broadband customers also
and price competition in the value segment. Market mobile number
benefit from super Wi-Fi and dedicated customer support. We now
portability (‘MNP’) volumes were approximately 20% lower year-on-year,
have 911,000 broadband customers, of which 459,000 are converged.
reflecting retail lockdowns. Our second brand ‘ho.’ continued to grow,
Business demand for our SME and corporate products remained strong,
with 662,000 net additions during the year and now has 2.5 million
including productivity and security solutions.
customers. Quarterly net additions slowed in Q4, although returned to
growth towards the end of the quarter. During the year, we signed mobile Adjusted EBITDA decreased by 7.3%* reflecting the year-on-year
wholesale agreements with PostePay and Digi. We will start to migrate impacts from lower roaming and visitors of -4.8 percentage points and
PostePay customers onto our network in the first quarter of FY22. a prior year one-off licence fee settlement of -4.6 percentage points. On
an underlying basis, we continued to grow adjusted EBITDA, supported by
Fixed service revenue grew by 1.4%* (Q3: 1.1%*, Q4:-3.8%*) driven by
strong cost control, with operating expenses 7.5% lower year-on-year. Our
90,000 broadband customer additions. In total, we now have almost
adjusted EBITDA margin was 1.1* percentage points lower year-on-year
3.0 million broadband customers. The quarter-on-quarter slowdown in
at 22.2%.
Q4 service revenue trends reflected higher Business project revenue in
the prior year. However, Business demand was strong overall, supported To support our continued investment in our networks, products and
by our NPS leadership and now represents approximately 40% of fixed services, we announced that an annual price increase of Consumer Price
revenue. Our total Consumer converged customer base is now 1.2 million Index plus 3.9% will be applied to all broadband and mobile contracts
(39% of our broadband base), an increase of 105,000 during the year. signed from 9 December 2020, taking effect from April 2021.
Through our own next generation network and partnership with Open
In March 2021, we acquired 40MHz of spectrum in the 3.6GHz band
Fiber, our broadband services are now available to 8.4 million households.
for next-generation 5G mobile services at a cost of €206 million. The
We also cover 3.4 million households with fixed-wireless access, offering
new spectrum acquired will enable us to significantly expand 5G network
speeds of up to 100Mbps.
capacity to meet the growing demand for fast, reliable, high-quality
Adjusted EBITDA declined by 12.7%* reflecting a -4.0 percentage point data services.
year-on-year impact from lower roaming and visitors, and lower service
revenue, partially offset by continued good cost control. The adjusted EBITDA
margin was 1.3* percentage points lower year-on-year and was 31.9%.
26 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Our financial performance (continued)

Spain: 10% of Group service revenue Other Europe: 13% of Group service revenue
Reported Organic Reported Organic
FY21 FY20 change change* FY21 FY20 change change*
€m €m % % €m €m % %
Total revenue 4,166 4,296 (3.0) Total revenue 5,549 5,541  0.1
Service revenue 3,788 3,904 (3.0) (2.8) Service revenue 4,859 4,890  (0.6) (1.4)
Other revenue 378 392 Other revenue 690 651 
Adjusted EBITDA1 1,044 1,009 3.5 3.4 Adjusted EBITDA1 1,760 1,738  1.3 (0.5)
Adjusted EBITDA Adjusted EBITDA
margin1 25.1% 23.5% margin1 31.7% 31.4%
Note: Note:
1. Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP measures. See page 217 1. Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP measures. See page 217
for more information. for more information.

Reported total revenue decreased by 3.0% to €4.2 billion, primarily due to Total revenue increased by 0.1% to €5.5 billion, primarily reflecting the
lower roaming and visitor revenue and other COVID-19 related impacts. consolidation of the acquired Liberty Global assets in Central Eastern
Europe for a full year, offset by lower roaming and visitor revenue and
On an organic basis, service revenue declined by 2.8%* (Q3: -1.1%*,
the disposal of Vodafone Malta in the prior year.
Q4: -1.3%*) reflecting price competition in the market and lower roaming
and visitor revenue. The year-on-year impact from the decline in roaming On an organic basis, service revenue declined by 1.4%* (Q3: -0.7%*,
and visitor revenue was -2.0 percentage points (Q3: -1.7 percentage points, Q4: -0.2%*), as growth in Portugal, Czech Republic, and Hungary
Q4: -1.1 percentage points). The service revenue slowdown quarter-on- was offset by declines in Ireland, Greece and Romania. The decline
quarter mainly reflected a change in premium calling regulation. in service revenue was driven by lower roaming and visitor revenue,
lower prepaid top-ups (notably in Greece), and increased competition in
In mobile, we are competing effectively across all segments, and grew our
some markets. The year-on-year impact from the decline in roaming and
contract customer base by 70,000, despite the market remaining highly
visitor revenue was -2.0 percentage points (Q3: -1.8 percentage points,
competitive following the easing of restrictions in the second half of the
Q4: -1.3 percentage points).
year and an increase in mobile number portability. Mobile contract churn
decreased 1.0 percentage points year-on-year to 20.2% reflecting our In Portugal, service revenue grew as mobile contract and fixed base
continued focus on improving customer loyalty. Our second brand ‘Lowi’ growth was partially offset by lower roaming and visitor revenue. During
added 236,000 customers during the year and now has a total base of the year, we added 62,000 mobile contract customers and 71,000 fixed
1.2 million. broadband customers. Almost a third of our broadband customer base
is converged.
Our broadband customer base increased by 21,000 despite our
more-for-more pricing actions, and higher competitive intensity during In Ireland, service revenue declined reflecting lower roaming and visitor
the second half of the year. We added 109,000 customers to our NGN revenue and higher competitive intensity, partially offset by the successful
network as customers continued to transition to higher-speed plans. launch of unlimited Consumer mobile data tariffs. During the year, our
Our extensive library of movies and TV series, as well as our new ‘boxless’ mobile contract customer base increased by 68,000 and mobile contract
TV app proposition, supported continued good customer growth in TV churn improved 0.6 percentage point year-on-year to 9.9%.
with 156,000 customers added during the year.
Service revenue in Greece declined, reflecting lower roaming, visitor and
Adjusted EBITDA grew by 3.4%* and the adjusted EBITDA margin was prepaid revenue and higher promotional intensity during the COVID-19
1.5* percentage points higher year-on-year at 25.1%. The growth in pandemic, partially offset by strong fixed demand, notably from business
EBITDA reflects lower commercial and football content costs, and a 5.8% customers. Mobile contract churn improved 1.8 percentage point
reduction in operating expenses, partially offset by a -5.7 percentage point year-on-year to 9.3%.
year-on-year impact from lower roaming and visitors.
Adjusted EBITDA declined by 0.5%*, including a -4.4 percentage point
year-on-year impact from lower roaming and visitors. The adjusted
EBITDA margin increased by 0.2* percentage points and was 31.7%.
We have continued to make good progress on integrating the assets
acquired from Liberty Global in Central Eastern Europe and we remain
on track to deliver our targeted synergies.
27 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Vodacom: 11% of Group service revenue Other Markets: 9% of Group service revenue
Reported Organic Reported Organic
FY21 FY20 change change* FY21 FY20 change change*
€m €m % % €m €m % %
Total revenue 5,181 5,531 (6.3) Total revenue 3,765 4,386 (14.2)
Service revenue 4,083 4,470 (8.7) 3.9 Service revenue 3,312 3,796 (12.8) 10.8
Other revenue 1,098 1,061 Other revenue 453 590
Adjusted EBITDA1 1,873 2,088 (10.3) 2.9 Adjusted EBITDA1 1,228 1,400 (12.3) 8.5
Adjusted EBITDA Adjusted EBITDA
margin1 36.2% 37.8% margin1 32.6% 31.9%
Note: Note:
1. Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP measures. See page 217 1. Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP measures. See page 217
for more information. for more information.

Reported total revenue decreased by 6.3% to €5.2 billion and reported Reported total revenue decreased by 14.2% to €3.8 billion, primarily
adjusted EBITDA decreased by 10.3%, primarily due to the depreciation due to the depreciation of the local currencies versus the euro and the
of the local currencies versus the euro. disposal of Vodafone New Zealand in the prior year.
On an organic basis, Vodacom’s total service revenue grew 3.9%* (Q3: On an organic basis, service revenue increased by 10.8%* (Q3: 12.3%*,
3.3%*, Q4: 7.3%*) as good growth in South Africa was partially offset Q4: 13.1%*), driven by customer base growth and increased demand
by revenue pressure in Vodacom’s international operations due to for data across our markets. The year-on-year impact from the decline
macroeconomic pressure and the zero-rating of person-to-person in roaming and visitor revenue was -1.5 percentage points (Q3: -1.0
M-Pesa transfers for most of the year. The quarter-on-quarter percentage points, Q4: -0.5 percentage points).
improvement in growth in Q4 reflected stronger growth in South
Service revenue in Turkey grew ahead of inflation, reflecting strong
Africa and an acceleration in Vodacom’s international markets as
customer contract ARPU growth and increased demand for mobile data
M-Pesa service fees normalised across all markets from January 2021.
and fixed broadband. Mobile contract customer additions were 1.1 million
In South Africa, service revenue growth achieved a 10-year high, as the during the year – the highest amongst any of our markets – supported
business benefited from higher demand for voice, data and financial by migrations from prepaid customers. Contract churn improved by
services, and an increase in consumer discretionary spend as a result of 3.3 percentage points year-on-year to 19.3%.
government measures and social grants during the COVID-19 pandemic.
Service revenue in Egypt also grew ahead of inflation, supported by
We added 133,000 contract customers, supported by strong growth in
customer base growth and increased data usage, partially offset by lower
Business connectivity as remote working and mobile broadband demand
roaming and visitor revenue. During the year, we added 402,000 mobile
increased. We also added 2.5 million prepaid customers supported by our
contract customers and 1.1 million prepaid mobile customers. Mobile
successful ‘Shake-off’ summer campaign and new behavioural loyalty
contract churn in Egypt was the lowest in the entire Group at 6.5%.
programme launched during the second half of the year. Data traffic
increased by c.60% year-on-year, and 45% of our customer base is now Adjusted EBITDA increased by 8.5%* and the adjusted EBITDA margin
using data services. Our ‘ConnectU’ platform continues to promote digital decreased by 0.7* percentage points. This reflected strong revenue
inclusion via zero-rated access to a wide range of websites, including job growth and operating efficiencies in Turkey, offset by the lapping of a prior
portals and online learning platforms, with total unique users reaching year settlement and the impact of the temporary zero-rating of e-money
15.5 million at year end. Financial Services customers in South Africa transaction fees in Egypt. The adjusted EBITDA margin was 32.6%.
increased by 15.4% to 13.3 million, reflecting our strong execution
In November 2020, we announced that Vodafone Egypt had acquired
and the ongoing expansion of our service offerings. In January 2021, we
40MHz of 2.6Ghz spectrum, with a 10-year licence through to 2030. The
announced an expanded wholesale agreement with Cell-C for its mobile
spectrum will enable us to significantly expand network capacity to meet
contract and mobile broadband customers to roam on our network.
growing demand for reliable, high quality voice and data services.
In Vodacom’s international markets, service revenue slightly declined,
In December 2020, we announced that discussions with Saudi Telecom
reflecting economic pressure, the disruption to our commercial activities
Company in relation to the sale of Vodafone’s 55% shareholding in
during the COVID-19 pandemic, the zero-rating of person-to-person
Vodafone Egypt had been terminated. Vodafone Egypt has a strong
M-Pesa transfers in DRC, Mozambique, and Lesotho, and the impact
market position in an attractive market and generates a strong return on
of service barring in Tanzania due to biometric registration compliance.
capital employed, in excess of its local cost of capital. We are committed
There was a significant improvement in trends in the second half of the
to retaining our presence in Egypt.
year, driven by the reinstatement of person-to-person M-Pesa transfer
fees across all markets and improved commercial momentum. Digital
adoption across Vodacom’s international markets accelerated. M-Pesa
transaction value increased by 28.4%, while M-Pesa revenue as a share
of total service revenue increased by 1.6 percentage points to 20.9%,
and 52% of our customer base is now using data services.
Vodacom’s adjusted EBITDA increased by 2.9%* as growth in South
Africa was partially offset by revenue pressure in Vodacom’s international
operations, notably in the first half of the year. The adjusted EBITDA margin
was 1.3* percentage points lower year-on-year, partly driven by 5G
roaming investment in South Africa. The adjusted EBITDA margin
was 36.2%.
28 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Our financial performance (continued)

Associates and joint ventures Safaricom Associate (Kenya)

FY21 FY20
Safaricom service revenue declined by 0.3%* (Q3: 1.6%*, Q4: 6.4%*)
€m €m due to depressed economic activity and the zero-rating of some M-Pesa
VodafoneZiggo Group Holding B.V. (232) (64) services in the first half of the year. The quarter-on-quarter improvement
Indus Towers Limited 274 19 in Q4 was driven by an increase in M-Pesa revenue as service fees
Safaricom Limited 217 247 normalised and higher demand for fixed broadband. Adjusted EBITDA
Vodafone Idea Limited – (2,546) decreased by 3.3% primarily driven by a decline in revenue.
Other 83 (161) Vodafone Idea Limited Joint Venture (India)
Share of results of equity accounted In October 2019, the Indian Supreme Court gave its judgement in the
associates and joint ventures 342 (2,505) Union of India v Association of Unified Telecom Service Providers of
India case regarding the interpretation of adjusted gross revenue (‘AGR’),
VodafoneZiggo Joint Venture (Netherlands) a concept used in the calculation of certain regulatory fees. Vodafone
The results of VodafoneZiggo (in which Vodafone owns a 50% stake) Idea was liable for very substantial demands made by the Department
are reported here under US GAAP, which is broadly consistent with of Telecommunications (‘DoT’) in relation to these fees. Based on
Vodafone’s IFRS basis of reporting. submissions of the DoT in the Supreme Court proceedings (which
Total revenue grew 1.6% (Q3: 0.5%, Q4: 1.8%) to €4.0 billion. This reflected the Group is unable to confirm as to their accuracy), Vodafone Idea
mobile contract customer base growth and strong Business fixed demand, reported a total estimated liability of INR 654 billion (€7.6 billion) excluding
partly offset by lower roaming, visitor and handset revenue. repayments and including interest, penalty and interest on penalty up to
30 June 2020. On 17 February, 20 February, 16 March and 16 July 2020,
During the year, VodafoneZiggo added 262,000 mobile contract Vodafone Idea made payments totalling INR 78.5 billion (€0.9 billion)
customers, supported by the successful ‘Runners’ campaign and higher to the DoT. In September 2020, the Supreme Court of India directed
demand from businesses. Strong Business fixed performance was that telecom operators make payment of 10% of the total dues by
supported by an increase in the customer base, as well as higher demand 31 March 2021 and thereafter repay the balance, along with 8%
for unified communications and remote-working solutions. The number interest, in 10 annual instalments.
of converged households increased by 81,000, with 44% of broadband
customers and 71% of all B2C mobile customers now converged, Vodafone Idea Limited (‘Vodafone Idea’) recorded losses for each of
delivering significant NPS and churn benefits. VodafoneZiggo was the first the six month periods ended 30 September 2019, 31 March 2020
operator to launch a nationwide 5G network in the Netherlands and also and 30 September 2020, respectively. For the six months ended
completed its analogue TV switch-off during April 2021. VodafoneZiggo 30 September 2019, the Group recognised its share of estimated
now offers 1 gigabit speeds to more than 3.1 million homes and is on Vodafone Idea losses arising from both its operating activities and those
track to provide nationwide coverage in 2022. in relation to the AGR judgement. The Group has no obligation to fund
Vodafone Idea, consequently the Group’s recognised share of losses in
Adjusted EBITDA grew by 5.2%, supported by top line growth and cost the six months ended 30 September 2019 was limited to the remaining
synergies realisation, more than offsetting a year-on-year impact from carrying value of Vodafone Idea which was therefore reduced to €nil
lower roaming and visitor mobile revenue. VodafoneZiggo has now at 30 September 2019; no further losses have been recognised by
successfully delivered the €210 million cost and capital expenditure the Group.
synergies targeted, one year ahead of the original plan.
As part of the agreement to merge Vodafone India and Idea Cellular in
During the year, Vodafone received €209 million in dividends from 2017, the parties agreed a mechanism for payments between the Group
the joint venture, as well as €43 million in interest payments. The joint and Vodafone Idea pursuant to the crystallisation of certain identified
venture also drew down an additional €104 million shareholder loan contingent liabilities in relation to legal, regulatory, tax and other matters,
from Vodafone to fund spectrum licences acquired in July 2020. and refunds relating to Vodafone India and Idea Cellular. Cash payments
Indus Towers Associate (India) or cash receipts relating to these matters must have been made or
In November 2020, we announced that the merger of Indus Towers received by Vodafone Idea before any amount becomes due from or
Limited (‘Indus Towers’) and Bharti Infratel Limited (‘Bharti Infratel’) had owed to the Group. Any future payments by the Group to Vodafone Idea
completed. The merged company is listed on the National Stock Exchange as a result of this agreement would only be made after satisfaction of this
of India and the Bombay Stock Exchange and was renamed Indus Towers and other contractual conditions. The Group’s potential exposure under
Limited following the merger. Vodafone was issued with 757.8 million this mechanism is now capped at INR 64 billion (€747 million). See note 29
shares in the merged company in exchange for its 42% shareholding ‘Contingent liabilities and legal proceedings’ to the consolidated financial
in Indus Towers and this is equivalent to a 28.1% shareholding in the statements for further information.
combined company. Vodafone Hutchison Australia / TPG Telecom Limited
Indus Towers is classified as held for sale at 31 March 2021 in the Joint Venture (Australia)
consolidated statement of financial position. The Group’s interest in Indus In July 2020, Vodafone Hutchison Australia Pty Limited (‘VHA’) and
Towers has been provided as security against certain bank borrowings TPG Telecom Limited (‘TPG’) completed their merger to establish a
secured against Indian assets and partly to the pledges provided to fully integrated telecommunications operator in Australia. The merged
the new Indus Towers entity under the terms of the merger between entity was admitted to the Australian Securities Exchange (‘ASX’)
erstwhile Indus Towers and Bharti Infratel. on 30 June 2020 and is known as TPG Telecom Limited. Vodafone
and Hutchison Telecommunications (Australia) Limited each own an
economic interest of 25.05% in the merged unit.
29 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Net financing costs Earnings per share

FY21 FY20 Reported Reported
€m  €m  change % FY21 FY20 change
eurocents eurocents eurocents
Investment income 330 248
Basic earnings/(loss) per share 0.38c (3.13)c  3.51c
Financing costs (1,027) (3,549)
Adjusted basic earnings
Net financing costs (697) (3,301) 78.9
per share1 8.08c 5.60c 2.48c
Adjustments for:
Mark-to-market (gains)/losses (1,091) 1,128 Note:
1. Adjusted basic earnings per share is a Non-GAAP measure. See page 217 for more information.
Foreign exchange losses 23 205
Adjusted net financing costs1 (1,765) (1,968) 10.3 Basic earnings per share was 0.38 eurocents, compared to a loss per
share of 3.13 eurocents for the year ended 31 March 2020.
Note:
1. Adjusted net financing costs is a Non-GAAP measure. See page 217 for more information. The Adjusted basic earnings per share was 8.08 eurocents compared to
FY20 adjusted net financing costs has been aligned to the FY21 presentation which no longer
excludes lease interest. This increased adjusted net financing costs for FY20 by €330 million. 5.60 eurocents for the year ended 31 March 2020.
Net financing costs decreased by €2.6 billion, primarily due to mark-to-
market gains of €1.1 billion (compared to losses of €1.1 billion in FY20).
Consolidated statement of financial position
This was driven by a higher share price, causing a gain on options held The consolidated statement of financial position is set out on page 122.
relating to €3.8 billion of mandatory convertible bonds. Adjusted net Details on the major movements of both our assets and liabilities in the
financing costs decreased reflecting net favourable interest movements year are set out below.
on borrowings in relation to foreign operations. Assets
Goodwill and other intangible assets decreased by €0.5 billion
Taxation between 31 March 2020 and 31 March 2021 to €53.5 billion. This
FY21 FY20 Change reflects the amortisation of computer software, partially offset by
%  %  pps
software and purchased licence additions in the period.
Effective tax rate 87.8% 157.2% (69.4)
Adjusted effective tax rate1 26.9% 25.3% 1.6 Property, plant and equipment increased by €1.1 billion between
31 March 2020 and 31 March 2021 to €41.2 billion. This reflects
Note: additions in the period, partially offset by the depreciation charge.
1. Adjusted effective tax rate is a Non-GAAP measure. See page 217 for more information.
Other non-current assets decreased by €9.2 billion between
The Group’s effective tax rate for the year ended 31 March 2021 31 March 2020 and 31 March 2021 to €32.0 billion, primarily due to
was 87.8%. a €5.5 billion decrease in derivative assets included in trade and other
The Group’s effective tax rate for both years includes the following items: receivables, a €2.0 billion decrease in deferred tax assets and a €1.2 billion
a €2,827 million charge (2020: €346 million credit) for the utilisation of decrease in investments in associates and joint ventures, reflecting the
losses in Luxembourg which arises from an increase (2020: decrease) in reclassification of the Group’s interest in Indus Towers Limited as held
the valuation of investments based upon local GAAP financial statements for sale at 31 March 2021. Further detail is provided in note 7 to the
and tax returns. The increase in the current year was principally driven by consolidated financial statements.
increases in the value of our operating businesses, listed associates and Current assets decreased by €6.2 billion between 31 March 2020
joint ventures. These items change the total losses we have available for and 31 March 2021 to €27.0 billion, primarily due to a €7.7 billion
future use against our profits in Luxembourg and neither item affects the decrease in cash and cash equivalents and a €0.8 billion decrease in
amount of tax we pay in other countries. trade and other receivables, partially offset by an increase of €2.1 billion
The Group’s effective tax rate for the year ended 31 March 2020 included in other investments.
a reduction in our deferred tax assets in Luxembourg of €881 million Total equity and liabilities
following a reduction in the Luxembourg corporate tax rate. Total equity decreased by €4.8 billion between 31 March 2020 and
The Group’s adjusted effective tax rate for the year ended 31 March 2021 31 March 2021 to €57.8 billion largely due to €2.4 billion of dividends
was 26.9%. The rate increased as a result of the mix of profits in the Group paid to the Group’s shareholders, €0.4 billion of dividends paid to
and a lower use of our Luxembourg losses in the year. non-controlling interests and total comprehensive expense for the
period of €3.6 billion, partially offset by an increase of €1.9 billion
The Group’s adjusted effective tax rate for both years does not include arising from transactions with non-controlling interests in subsidiaries.
the following items:, €320 million relating to Luxembourg losses (2020:
€348 million) and €2,827 million charge (2020: €346 million credit) arising Non-current liabilities decreased by €3.6 billion between 31 March 2020
from an increase (2020: decrease) in the valuation of investments based and 31 March 2021 to €68.5 billion, primarily due to a €3.7 billion
upon the local GAAP financial statements and tax returns as stated above. decrease in borrowings.
We expect the adjusted effective tax rate to rise to the high 20’s over the Current liabilities decreased by €4.7 billion between 31 March 2020 and
medium term reflecting the forecast profit mix, a reducing annual use of 31 March 2021 to €28.7 billion, primarily due to a €3.5 billion decrease in
our Luxembourg deferred tax asset as market conditions drive margins borrowings, a €1.4 billion decrease in financial liabilities under put option
lower on existing financing activities, the impact of an anticipated arrangements, partially offset by an increase of €0.4 billion in trade and
reduction in levels of intercompany debt over the medium term and other payables.
the impact of government responses to the COVID pandemic resulting Inflation
in increased tax liabilities. Inflation did not have a significant effect on the Group’s consolidated
The Group’s adjusted effective tax rate for the year ended 31 March 2020 results of operations and financial condition during the year ended
does not include the reduction in our deferred tax assets in Luxembourg 31 March 2021.
referred to above.
30 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Our financial performance (continued)

Cash flow, capital allocation and funding Notes:

1. Adjusted EBITDA, free cash flow (pre spectrum, restructuring and integration costs), free cash
flow and net debt are Non-GAAP measures. See page 217 for more information.
Analysis of cash flow 2. See page 226 for an analysis of tangible and intangible additions in the year.
FY21 FY20 Reported 3. Interest received and paid excluded interest on lease liabilities of €307 million (FY20:
€m  €m  change % €305 million outflow); €nil (FY20: €175 million) of interest costs related to Liberty acquisition
financing, included within Other; and €9 million of cash inflow (FY20: €273 million outflow) from
Inflow from operating activities 17,215 17,379 (0.9) the option structures relating to the issue of the mandatory convertible bonds, included within
Share buybacks. The option structures were intended to ensure that the total cash outflow to
Outflow from investing activities (9,262) (8,088) (14.5) execute the programme were broadly equivalent to the amounts raised on issuing each tranche .
Outflow from financing activities (15,196) (9,352) (62.5) 4. Integration capital expenditure comprises amounts for the integration of acquired Liberty Global
assets and network integration.
Cash inflow from operating activities decreased by 0.9% to €17.2 billion 5. “Other movements on net debt” for the year ended 31 March 2021 includes mark-to-market
gains recognised in the income statement of €1,091 million, offset by payments in respect of
(FY20: €17.4 billion) due to an increase in the net working capital outflow bank borrowings secured against Indian assets (€83m) and payments to Vodafone Idea Limited
compared to the prior year. Working capital movements in FY21 include of €235m in respect of the contingent liability mechanism. The comparative figure primarily
included €1,510 million of debt in relation to licences and spectrum in Germany and
a €0.3 billion inflow from handset purchases and the associated sale of mark-to-market losses recognised in the income statement of €1,128 million
customer receivables. 6. Net debt as at 31 March 2020 has been aligned to the FY21 presentation, increasing
by €3,799 million to exclude derivative movements in cash flow hedging reserves and
Outflow from investing activities primarily increased by 14.5% to decreasing by €121 million to reflect that Vodafone Egypt is no longer held for sale.
€9.3 billion (FY20: €8.1 billion) due to lower inflows from disposals of Free cash flow (pre spectrum, restructuring and integration costs)
subsidiaries and disposals of short term investments, increased investment decreased by 11.9% to €5.0 billion (FY20: €5.7 billion) due to lower
in network performance during the pandemic, partially offset by reduced adjusted EBITDA and increased investment in network performance
outflows on purchases of subsidiaries and associates. during the pandemic, partially offset by working capital movements
Outflows from financing activities increased by 62.5% to €15.2 billion including lower cash commissions.
(FY20: €9.4 billion) principally due to higher net outflows on borrowings. Acquisitions and disposals in the current year included proceeds from the
Inflows from transactions with non-controlling shareholders, mostly from Vantage Towers public offering of €2.0 billion, partially offset by payments
the Vantage Towers public offering, were partially offset by payments to to purchase shares from KDG minorities of €1.5 billion. The prior year
purchase shares from KDG minorities. included €2.0 billion received on completion of the sale of Vodafone
New Zealand on 31 July 2019, together with €2.1 billion received
Analysis of cash flow (continued) on completion of the sale of Italian tower assets on 31 March 2020.
FY21 FY20 Reported It also included €10.3 billion paid on completion of the acquisition of
€m €m change %
the Liberty Global assets on 31 July 2019 and acquired net debt of
Adjusted EBITDA1 14,386 14,881 (3.3) €8.2 billion.
Capital additions2 (7,854) (7,411)
Working capital 564 (127) Net debt at 31 March 2021 was €40.5 billion, compared to €42.0 billion
as at 31 March 2020.
Disposal of property, plant and
equipment 42 41
Interest received and paid3 (1,553) (1,160)
Borrowings and cash position
FY21 FY20 Reported
Taxation (1,020) (930) €m €m change %
Dividends received from associates Non-current borrowings (59,272) (62,949)
and joint ventures 628 417 Current borrowings (8,488) (11,976)
Dividends paid to non-controlling Borrowings (67,760) (74,925) 
shareholders in subsidiaries (391) (348)
Cash and cash equivalents 5,821 13,557
Other 217 337
Borrowings less cash and
Free cash flow (pre spectrum, cash equivalents (61,939) (61,368) 0.9
restructuring and integration
costs)1 5,019 5,700  (11.9) Borrowings principally includes bonds of €46,885 million (FY20: €49,412
Licence and spectrum payments (1,221) (181) million) and lease liabilities of €13,032 million (FY20: €12,118 million).
Restructuring and integration
Reductions in borrowings are offset by movements in cash and
payments (421) (570)
cash equivalents and are principally driven by the early repayment
Integration capital expenditure4 (267) – of €3.4 billion of bonds due to mature up to 2024 and lower derivative
Free cash flow1 3,110 4,949 (37.2) collateral positions which impact both cash and short term borrowings.
Acquisitions and disposals 447 (14,454)
Equity dividends paid (2,427) (2,296)
Share buybacks3 (53) (1,094)
Foreign exchange (loss)/gain (219) 309
Other movements on net debt5 646 (2,428)
Net debt decrease/(increase)1,6 1,504 (15,014)
Opening net debt1,6 (42,047) (27,033)
Closing net debt1,6 (40,543) (42,047) 3.6
31 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Funding position ROCE increased to 4.4% (FY20: 3.9%). The increase reflects the increase
in operating profit in the year coupled with broadly stable average
capital employed.
FY21 FY20 Reported
€m €m change % We calculate two further ROCE measures: i) Pre-tax ROCE for controlled
Bonds (46,885) (49,412) operations only and ii) Post-tax ROCE (including associates & joint
Bank loans (1,419) (2,880) ventures). See “Non-GAAP measures” on pages 223 and 224 for an
Other borrowings incl. spectrum (4,215) (3,877) explanation how ROCE is calculated and a reconciliation to the GAAP
Gross debt1 (52,519) (56,169)  (6.5) basis discussed above.
Cash and cash equivalents 5,821 13,557 ROCE decreased to 5.5% on a pre-tax basis (FY20: 6.3%). The decrease
Short term investments2 4,007 4,132 reflects stable adjusted operating profit, offset by higher average capital
Derivative financial instruments 3 610 employed. ROCE remained stable at 3.9% on a post-tax basis (FY20: 3.9%).
Net collateral liabilities3 2,145 (4,177)
Net debt1 (40,543) (42,047) (3.6) Share buybacks
Notes:
On 19 March 2021, Vodafone announced the commencement of a
1. Gross debt and net debt are Non-GAAP measures. See page 217 for more information. Net debt new irrevocable and non-discretionary share buyback programme
as at 31 March 2020 has been aligned to the FY21 presentation, increasing by €3,799 million (the ‘programme’). The sole purpose of the Programme was to reduce
to exclude derivative movements in cash flow hedging reserves and decreasing by €121 million
to reflect that Vodafone Egypt is no longer held for sale. the issued share capital of Vodafone to partially offset the increase in the
2. Short term investments includes €1,053 million (FY20: €1,681 million) of highly liquid issued share capital as a result of the maturing of the first tranche of the
government and government-backed securities and managed investment funds of
€2,954 million (FY20: €2,451 million) that are in highly rated and liquid money market
mandatory convertible bond (‘MCB’) in March 2021.
investments with liquidity of up to 90 days.
3. Collateral arrangements on derivative financial instruments result in cash being paid/(held)
In order to satisfy the second tranche of the MCB, 1,426.8 million shares
as security. This is repayable when derivatives are settled and is therefore deducted from liquidity. were reissued from treasury shares in March 2021 at a conversion
price of £1.2055. This reflected the conversion price at issue (£1.3505)
Net debt decreased by €1.5 billion primarily as a result of free cash flow of
adjusted for the pound sterling equivalent of aggregate dividends paid
€3.1 billion and €2.0 billion of proceeds from the Vantage Towers public
in August 2019, February 2020, August 2020 and February 2021.
offering, partially offset by €2.4 billion of equity dividends and €1.5 billion
of payments to purchase KDG shares from minority shareholders. The programme started on 22 March 2021 and is expected to
complete by 18 May 2021. Details of the shares purchased under the
Other funding obligations to be considered alongside net debt include:
programme, including those purchased under irrevocable instructions,
– Lease liabilities of €13,032 million (31 March 2020: €12,118 million) are shown below.
– Mandatory convertible bonds recognised in equity of €1,904 million Total number of
shares purchased
(31 March 2020: €3,848 million) under publicly Maximum number of
– KDG put option liabilities of €492 million (31 March 2020: Average price paid
Number of shares for share inclusive of
announced share shares that may yet
buyback be purchased under
€1,850 million) Date of share purchased1 transaction costs  programme2 the programme3
purchase 000s Pence 000s 000s
– Guarantees over Australia joint venture loans of €1,489 million
(31 March 2020: €2,062 million) March 2021 52,682 134.60 52,682 204,141
– Pension liabilities of €513 million (31 March 2020: €438 million) April 2021 131,704 135.34 184,386 72,437
May 2021
The Group’s gross and net debt does not consider the 50% equity (to 17 May) 65,852 141.09 250,238 6,585
characteristic of the long term “Hybrid bonds” being €3,971 million Total4 250,238 136.70 250,238 6,585
(31 March 2020: €2,971 million). The Group’s gross and net debt includes
certain bonds which have been designated in hedge relationships, which Notes:
1. The nominal value of shares purchased is 2020/21 US cents each.
are carried at €1.4 billion higher value (31 March 2020: €1.5 billion higher) 2. No shares were purchased outside the publicly announced share buyback programme.
than their euro equivalent redemption value. In addition, where bonds are 3. In accordance with shareholder authority granted at the 2020 Annual General Meeting.
issued in currencies other than euros, the Group has entered into foreign 4. The total number of shares purchased represented 0.9% of our issued share capital, excluding
currency swaps to fix the euro cash outflows on redemption. The impact treasury shares, at 18 May 2021.

of these swaps are not reflected in gross debt and would decrease
the euro equivalent redemption value of the bonds by €0.1 billion Dividends
(31 March 2020: €1.3 billion). The Board is recommending total dividends per share of 9.0 eurocents
for the year. This includes a final dividend of 4.5 eurocents compared to
Return on capital employed 4.5 eurocents in the prior year.
Return on Capital Employed (‘ROCE’) reflects how efficiently we are
generating profit with the capital we deploy. This year’s report contains the Strategic Report on pages 1 to 61,
which includes an analysis of our performance and position,
FY21 FY201 Change
€m  €m  bps a review of the business during the year, and outlines the principal
ROCE2 4.4% 3.9% 0.5 risks and uncertainties we face. The Strategic Report was approved
Pre-tax ROCE (controlled)3 5.5% 6.3% (0.8) by the Board and signed on its behalf by the Chief Executive and
Post-tax ROCE (controlled and Chief Financial Officer.
associates/joint ventures)3 3.9% 3.9% –
Notes:
1. The presentation of FY20 ROCE has been aligned to the FY21 presentation. See page 224.
2. ROCE is calculated by dividing operating profit by the average of capital employed as reported in Nick Read Margherita Della Valle
the consolidated statement of financial position. See page 223 for the detail of the calculation. Chief Executive Chief Financial Officer
3. Pre-tax ROCE (controlled) and Post-tax ROCE (controlled and associates/joint ventures) are
Non-GAAP measures. See page 217 for more information. 18 May 2021 18 May 2021
32 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Purpose, sustainability and responsible business

We connect for
a better future
Purpose pillars
Our strategy helps to deliver our targets across three purpose pillars: Digital Society; Inclusion for All; and Planet –
and ensures Vodafone acts responsibly and ethically, wherever we operate. We are also committed to supporting
the delivery of the UN Sustainable Development Goals (‘SDGs’).

Inclusion for All Planet Digital Society

Ensuring everyone has access to the Reducing our environmental impact and Connecting people and things and
benefits of a digital society. helping society decarbonise. digitalising critical sectors.
Access for all Net zero Gigabit network
We are finding new ways to roll-out our This year, we set a 2030 Science-Based We continue to invest in our network
network to rural locations in our markets, Target and committed to reaching ‘net zero’ infrastructure and coverage to deliver a
through a number of initiatives, including emissions across our full value chain by 2040. high-quality service that allows individuals and
network sharing. businesses to connect anywhere, at any time.
56%
Propositions for equality renewable electricity purchased Over 150 million
customers connected to our
We are providing relevant products and Enabling our customers to reduce next-generation networks
services to address specific societal challenges emissions
such as access to education, gender equality, Small and medium-sized enterprises
financial inclusion and poverty. We have committed to helping our customers (‘SMEs’)
reduce their own carbon emissions by a
48.3 million cumulative total of 350 million tonnes Through Vodafone Business, we provide
products and services which are specifically
customers using M-Pesa (or equivalent) between 2020 and 2030.
tailored for SMEs.
15.9 million 7.1 million One million
additional female customers in Africa avoided tonnes of CO2e as a consequence
and Turkey since 2016 of our IoT technologies and services in FY21 business customers across Europe now
using our free digital V-Hub service
Workplace equality Building a circular economy
Healthcare sector
We are committed to developing a diverse We are focused on reducing e-waste,
Our connectivity and platforms are supporting
and inclusive global workforce that reflects progressing against our target to reuse,
the digitalisation of healthcare, ranging from
the customers and societies we serve. This resell or recycle 100% of our network
enhanced hospital connectivity to connected
year, our diversity and inclusion focus has waste by 2025, and driving action to reduce
IoT monitoring devices.
been on removing barriers to workplace device waste.
equality, by accelerating momentum
on gender equality, sustaining focus on Scope 1 and 2 GHG emissions Smart cities
LGBT+, setting solid foundations on race Our IoT platform and technology are
and ethnicity, and ensuring our physical 2.14 supporting cities to become smarter to adapt
and digital workplace is fully accessible. 1.88
1.95 to the demands of urban growth, as well as
1.67 improve the lives of the citizens within them.
Women in management 1.37
and leadership roles 1.10 Agriculture sector
Overall Group
We are helping to increase the amount of
Women 40% information that farmers have available to
Men 60% them, enabling the optimisation of operations
Management and 0.26 0.28 0.27 and use of resources.
senior leadership FY19 FY20 FY21
Women
Men
32%
68% Scope 1 emissions (million tonnes CO2e) 2.1 million
Board
Scope 2 emissions (million tonnes CO2e) smallholder farmers across Africa registered
Women 45% to our Connected Farmer platform
Men 55%

Click to read about our three purpose pillars:

vodafone.com/our-purpose
33 Vodafone Group Plc
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Responsible business
To underpin the delivery of our purpose, we ensure that we operate in a responsible way.
Acting ethically, lawfully and with integrity is critical to our long-term success.

Code of Conduct Governance

Our Code of Conduct outlines the requirements that every single person The Executive Committee has overall accountability to the Board
working for and with Vodafone must comply with, regardless of location. for Vodafone’s sustainable business strategy and regularly reviews
progress. In addition, each pillar of our purpose has an executive-level
Protecting data sponsor: Digital Society (Vinod Kumar, CEO Vodafone Business),
Data privacy Inclusion for All (Serpil Timuary, CEO Europe Cluster) and Planet
We respect the right to privacy and always seek to protect our customers’ (Joakim Reiter, Group External Affairs Director).
lawful rights to hold and express opinions and share information and Reflecting its ownership of environmental, social and governance
ideas without interference. We are committed to looking after our matters (‘ESG’), the Board has approved the establishment of a new ESG
customers’ data, only using it for its stated purpose, and we are always Committee as a Committee of the Board and the Board will benefit from
open about what we collect. its dedicated oversight of our ESG programme. We have also included
ESG measures in the long-term incentive plan for our senior leaders.
Cyber security
Our networks connect millions of people, homes, businesses and things Read more about our new ESG Committee
to each other and the internet. The security of our networks, systems and on page 72
customers is a top priority and a fundamental part of our purpose.
Materiality
Protecting people We have conducted a materiality assessment to identify the material
Health and safety and emerging ESG issues relevant to our business, our stakeholders and
Keeping our people safe is one of the most important responsibilities the societies in which we operate.
we hold as an employer. Our ongoing focus is to create a safe working
More information on our 2021 materiality assessment
environment for everyone working for, and on behalf of, Vodafone and
can be found on our website: vodafone.com
the communities in which we operate.
Mobiles, masts and health Reporting frameworks
We always operate our mobile networks strictly within national Vodafone reports against a number of voluntary reporting frameworks
regulations, which are typically based on, or go beyond, international to help stakeholders understand our sustainable business performance.
guidelines set by the independent scientific body the International
Commission for Non-Ionizing Radiation Protection (‘ICNIRP’). GRI The Global Reporting Initiative (‘GRI’) is the most widely
accepted global standard for sustainability reporting. The GRI
Human rights Standards allow companies to report their material impacts
We believe that wherever we operate, our contributions help to advance for a range of economic, environmental and social issues.
the protection and promotion of a number of fundamental human rights Our 2021 disclosure is included in our 2021 ESG Addendum.
and freedoms, supporting socio-economic development.
Click to download our ESG Addendum:
Responsible supply chain investors.vodafone.com/esgaddendum
We spend approximately €24 billion a year with more than 10,500
SASB Due to increasing demand for sustainability information that
direct suppliers around the world. This year we updated our processes
is comparable, consistent and financially material, we have
to evaluate suppliers on their commitments to diversity, inclusion and
published disclosures in accordance with the Sustainability
the environment when they tender for new work.
Accounting Standards Board’s (‘SASB’) Standards.
Business integrity Click to read our SASB disclosures:
Tax and economic contribution investors.vodafone.com/sasb
As a major investor, taxpayer and employer, we make a significant Vodafone participates in the CDP’s annual climate change
CDP
contribution to the economies of all the countries in which we operate. questionnaire. This year we secured a place on CDP’s climate
Anti-bribery and corruption change ‘A List’.
We have a policy of zero tolerance towards bribery or corruption.
UNGC Vodafone is a participant in the United Nations Global Compact
Our policy provides guidance on what constitutes a bribe and prohibits
(‘UNGC’). As part of this, Vodafone supports the Ten Principles
giving or receiving any excessive or improper gifts and hospitality.
of the United Nations Global Compact on human rights, labour,
Click to read about how we operate responsibly: environment and anti-corruption. Our 2021 Communication
vodafone.com/operating-responsibly on Progress can be found in our 2021 ESG Addendum.
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Purpose

Our purpose Inclusion for All

Our purpose – to connect for a better future by Our Inclusion for All strategy seeks to ensure no one
enabling inclusive and sustainable digital societies – is left behind. It focuses on access to connectivity,
serves as the framework for what we do at Vodafone. digital skills and creating relevant products and services,
It is underpinned by our focus on three specific pillars: such as access to education, healthcare and finance.
Inclusion for All, Planet and Digital Society. We are also committed to developing a diverse and
In response to the COVID-19 crisis, we reviewed and adapted the focus inclusive global workforce that reflects the customers
areas under our three purpose pillars so they would respond better to the and societies we serve.
evolving socio-economic challenges and to society’s needs. Whilst the past year has seen an unparalleled acceleration in society’s
We call the difference we make in supporting the communities in which reliance on connectivity, it has also shone a light on the existing digital
we operate our social contract. Launched in 2019, our social contract is divides. Millions of people are still unable to take advantage of the
how we drive and activate many of our purpose initiatives. For example, benefits digital technology can bring.
our social contract creates new partnerships with governments and other Through our social contract acceleration, we have broadened the focus
stakeholders to overcome some of the most important challenges that of Inclusion for All, and accelerated programmes to deliver benefit for
our customers and societies are facing. In return, we want governments, groups affected by the crisis. Highlights have included:
policy-makers and regulators to adopt a pro-investment, pro-innovation
approach to allow network operators to make sufficient returns on – 5.2 million students accessing free digital education;
their investments. – over 18,000 devices donated for education;
In responding to the pandemic – specifically through the five-point plan – we launched Jobseekers.Connected proposition in multiple markets;
we implemented in Europe and the six-point plan in Africa – our social and
contract has accelerated the delivery of our purpose during the last – removed transaction fees for mobile money users.
12 months.
Access for all
As a Group, through the consistent delivery against our plans in Europe
and Africa, we have: The use of fixed and mobile services is accelerating globally. For
example, GSMA estimates that 5.1 billion people have a mobile phone
– sent over 250 million text messages with free public health information; and 3.8 billion use mobile internet1. But many remain unconnected,
– supported 1.5 million healthcare workers through €6 million of with 600 million people globally still living outside areas covered by
donated funds and devices; mobile networks.
– helped more than 15 million people through zero-rating health sites; We know that when people can access mobile internet, they are able
– helped over 100 million people in Europe and Africa through to use services that improve their lives. For example 1.6 billion mobile
€150 million in donations and in-kind benefits; and subscribers have used mobile to monitor their health and 1.2 billion
– donated €10 million in cash and in-kind donations through people have a mobile money account2.
Vodafone Foundation.
Access for all is therefore a priority – and rural connectivity is a specific
Read more on Vodafone’s social contract focus area for us. Within the EU, 29% of the population live in rural areas3.
on page 19 In Africa, the number is much higher. In Tanzania, for example, over 70%
Our purpose is also the basis of our new brand positioning: ‘Together live in rural areas.
we can’. It conveys our belief that technology and innovation can help Expanding rural networks can often be more challenging and have a
millions of people and their communities to stay connected. We feel lower return on investment due to lower population densities. That is why
positively about the opportunity technology gives us all when combined we are finding new ways to roll-out our network to rural locations in our
with the right human spirit. markets, through a number of initiatives and innovative partnerships,
The following sections provide an overview of the purpose programmes including network sharing.
and targets we have set, as well as the achievements over the past year as
a result of the acceleration of purpose driven by our social contract.

Notes:
1. GSMA, 2020.
2. GSMA, 2021.
3. Eurostat, 2020.
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FY21 network deployment In the UK, we launched Schools.Connected to help improve connectivity
4G sites deployed 4G population
for learners from low income families. The programme provided an initial
(000s) % base covered coverage 250,000 SIMs with a 30GB data allowance valid for 90 days. All SIMs were
Europe* 100.1 91% 98% ordered by 6,970 primary and secondary schools in just four working days,
Africa and Turkey** 50.5 86% 69% so we doubled the number of SIMs and distributed 500,000. We estimate
Group 150.6 89% 75% that each SIM used potentially prevented a student missing 60 days
of schooling.
Notes:
* excluding Vodafone Ziggo.
** excluding Safaricom. Supporting jobseekers and disadvantaged groups
New approaches and a blend of technologies will help us to deliver Supporting jobseekers has been a focus area for years, in particular
universal mobile coverage to Europe and Africa. For example, we are building programmes to respond to the growing youth unemployment
piloting OpenRAN – a new promising way to engineer the access network crisis. In the EU the youth unemployment rate is 17%7 and in South Africa
– in rural communities. We have also continued to work with our partners it is 56%8. In 2018, we launched the Future Jobs Finder, for jobseekers
AST & Science LLC to develop the first space-based mobile network whose background is in non-technology fields. The Future Jobs Finder
to connect directly to 4G and 5G smartphones without the need for helps identify transferable skills and strengths, giving recommendations
specialised hardware. The aim is to transform mobile coverage in the DRC, on tech professions and e-learning suited to people’s backgrounds and
Ghana, Mozambique, Kenya and Tanzania. The mobile network will also aptitudes. Since its launch, the Future Jobs Finder has supported over
reach 1.6 billion people across 49 countries from 2023. 600,000 people.

In addition, this year, Vodafone Group Chief Executive, Nick Read, was In South Africa, our ConnectU platform provides over 15.5 million Vodacom
appointed as a Commissioner to the UN Broadband Commission for customers with free access to a range of services covering health, education,
Sustainable Development, which brings together governments, civil safety and security, social media and jobs. ConnectU’s job portal has enabled
society, industry and international organisations to address the digital 3.1 million people to access seven different job search websites for free,
divide, achieve universal broadband connectivity and accelerate progress with over a third of users being in the lowest income bracket.
toward the Sustainable Development Goals by 2030. We also developed a temporary immediate response initiative to address
the contraction in economic activity caused by the COVID-19 crisis. Our
Enabling quality education and digital skills ‘Jobseekers.Connected’ offer across our European markets, Egypt, Turkey
Even before the COVID-19 crisis, an estimated 258 million children around and South Africa includes discounted connectivity to help jobseekers
the world were not in school. More than half of all children globally were remain connected and supports them while they are searching for a new
not meeting the minimum expected standards in reading and maths4. career opportunity. It includes free access to over 600 curated courses
on global e-learning platform Udemy to help people re-skill.
The COVID-19 crisis has made things worse, impacting nearly 1.6 billion
learners in over 190 countries5. Lack of access to devices and poor Bringing mobile to more women
connectivity hindered home learning. Across our markets, we have
responded by providing devices and connectivity to students and Goal: To connect an additional 20 million women living in Africa
families, as well as growing our existing education platforms across and Turkey to mobile by 2025
Europe and Africa. Mobile technology enables women in many of our markets to access
essential services from maternal healthcare to agricultural information
We expanded Connected Education, which was launched in January 2020, for female smallholder farmers. 54% of women in emerging markets now
by our social enterprise Vodafone Business Ventures to provide access to use mobile internet, but the gender gap for internet usage is substantial
connectivity, devices and classroom collaboration software for students with over 300 million fewer women than men accessing the internet on
and teachers across the world. To date, over 800,000 students in over a mobile phone9.
2,900 educational institutions across 10 countries have benefited from
this digital learning solution. We develop commercial programmes that support education, skills
and jobs, better health and wellbeing and safety for women, and
In South Africa, the Vodacom e-School solution allows learners to access enable economic empowerment. For example, this year, we expanded
curriculum-aligned content and educators to access learning materials Vodacom’s Mum & Baby service from South Africa to the DRC. Mum &
on their smartphone with no data charges. We currently have over one Baby is a free-to-use (no data charges) mobile health service which gives
million users on the platform. customers maternal, neonatal and child health information. The service
This year, we announced an investment of €20 million6 by Vodafone has helped over 1.9 million parents and caregivers to take positive actions
Foundation to expand digital skills and education programmes across to improve their children’s health since its launch in 2017.
Europe, aiming to reach over 16 million learners by 2025. One example Through these programmes we aim to connect an additional 20 million
is Vodafone Foundation Germany’s ‘Coding for Tomorrow’ which teaches women living in Africa and Turkey to mobile by 2025. Since 2016 we
students and their teachers about how to use digital technologies in estimate to have added an additional 15.9 million female customers.
an independent, critical and creative way. To date, the programme The increase of women in our customer base also makes good
has reached 119,500 students and teachers. business sense; women have a higher Net Promoter Score (+4pp
compared to men).

Notes: 7. Eurostat, 2021.

4. UNESCO, 2018. 8. Statistics South Africa, 2021.
5. UN, 2020. 9. GSMA, 2021.
6. Beyond digital training, the Vodafone Foundation builds programmes around the world that
combine Vodafone’s charitable giving and technology to deliver public benefit and improve
people’s lives. The total amount donated by Vodafone to Vodafone Foundation in 2021
was €44.2 million.
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Purpose (continued)

Building platforms for financial inclusion Workplace equality

Goal: To connect over 50 million people and their families to We are passionate about making the world more connected, inclusive
mobile money services by 2025 and sustainable, and committed to creating a place where everyone
Financial inclusion is key to reducing extreme poverty. Nevertheless, can truly be themselves and belong. We bring the human touch to our
many people, especially women, still lack access to financial services technology to create a better digital future for all, starting with our people.
with close to 1.7 billion adults currently un-banked1. Without the ability
Our people
to transfer money, people are limited in their ability to save, access loans,
We are committed to developing a diverse and inclusive global workforce
start a business and even be paid.
that reflects the customers and societies we serve.
In 2007, together with our Kenyan associate, Safaricom, we developed
Key information
the first mobile money transfer service, M-Pesa. This provides financial
services to millions of people who have a mobile phone but limited 2021 2020

access to a bank account. It is also widely used to manage business Average number of employees 94,274 92,866
transactions and to pay salaries, pensions, agricultural subsidies and Average number of contractors 10,481 11,269
government grants, and reduces the associated risks of robbery and Employee contract types
corruption in a cash-based society. Permanent 87% 87%
In April 2020, Vodacom and Safaricom completed the acquisition of the Fixed term contracts 13% 13%
M-Pesa brand and the product development team from Vodafone Group Full-time 93% 92%
through M-Pesa Africa, a newly created joint venture. The joint venture Part-time 7% 8%
will help consolidate M-Pesa as the largest FinTech company in Africa Number of markets where we operate 19 21
and accelerate the growth of M-Pesa across the continent. Employee nationalities 137 126
As of March 2021, 48.3 million customers were using M-Pesa Our people across the Group
(or equivalent), with over 15.2 billion transactions made in the year Germany1 14% 14%
(1.7 million per hour on average) through a network of more than UK 1 9% 10%
918,500 agents. Italy1 5% 5%
In the last year we disbursed €4 billion in loans and overdrafts across Spain1 4% 4%
our markets. We also launched a lending marketplace in Tanzania and Vodacom1 11% 11%
Mozambique to enable lenders to easily integrate and offer a range of _VOIS and Shared Operations² 31% 30%
credit products with tailored pricing and terms to millions of customers Other3 26% 26%
and businesses. Employee experience
Employee engagement index 4 74 77
During the COVID-19 crisis, we implemented measures to support
customers across our markets and promote digital payments as a Alignment to purpose4 93% 94%
safer way to transact than cash. These included removing fees on Voluntary turnover rate5 8% 12%
person-to-person transactions, increasing transaction and balance limits Involuntary turnover rate5 3% 7%
in partnership with the regulators and creating more flexible customer Notes:
registration processes. All headcount figures exclude non-controlled operations such in the Netherlands, Kenya,
Australia and India.
This year we have seen a significant increase in mobile money customers, 1. The percentages reflect headcount in each operating company or group of operating
as the COVID-19 crisis has accelerated consumers moving to cashless companies such as Vodacom. The percentages exclude headcount in our shared services
businesses (‘_VOIS’) and other shared operations.
transactions. Over the next year, we plan to evaluate our 2025 goal to 2. _VOIS + Shared Operations constitute a significant number of our employees, and includes
ensure it better reflects our commercial ambition and opportunity. _VOIS headcount across our footprint (India, Romania, Hungary and Egypt) as well as in our
global Group entities.
3. Other includes employees based in all other operating companies (Albania, Czech Republic,
M-Pesa and mobile money services adoption Egypt, Ghana, Greece, Hungary, Ireland, Portugal, Romania, Turkey) and other countries.
4. More detail on our employee survey is included on page 21. Our employee engagement index
Number of mobile is based on a weighted average index of responses to three questions: satisfaction working
money customers % M-Pesa penetration at Vodafone; experiencing positive emotions at work; and recommending us as an employer.
(million) % of service revenue on GSM base Alignment to purpose is based on a single question that asks whether employees feel their
daily work contributes significantly to Vodafone’s purpose.
Kenya 28.3 33% 90% 5. Turnover rates have decreased since 2020 due to the COVID-19 pandemic and a lower number
Tanzania 7.4 37% 62% of involuntary leavers. Wherever possible, we have protected the employment of our people.
We have not used furlough schemes in any of our markets during the pandemic. The voluntary
Mozambique 4.9 19% 73% turnover rate includes retirements and death-in-service.
DRC 3.0 10% 26%
Lesotho 0.9 10% 69%
Ghana 1.6 3% 40%
Egypt 2.3 1% 7%

Note:
1. World Bank 2017.
37 Vodafone Group Plc
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Diversity and inclusion To support the health and wellbeing of our people through different life
This year, our diversity and inclusion focus has been on removing barriers stages, we commissioned a global research project which identified that
to workplace equality, by accelerating momentum on gender equality, 62% of women with symptoms of menopause found it impacted their
sustaining focus on LGBT+, setting solid foundations on race and ethnicity, work. In March 2021, we made a global commitment to support women
and ensuring our physical and digital workplace is fully accessible. Our experiencing menopause, estimated to currently affect 37% of women
expanded focus on multiple dimensions of diversity reflects our ambition in Vodafone. The virtual global launch event was held during International
to be a company with a global workforce that reflects the customers, Women’s Week in March with over 1,400 participants, and was followed
communities and businesses we serve, as well as the wider societies by the release of digital supporting toolkits and resources. During the year,
in which we operate. we also implemented our global parental leave policy across our markets,
giving every parent the opportunity to take 16 weeks of fully paid leave
Goal: We aim to have 40% women in management roles by 2030.
with a phased return to work over six months where parents work the
equivalent of four days and are paid for five to spend time with new
We have reached 32%, and continue to drive progress through
children in their family. Alongside gender equality, we retained focus
our programmes, policies and leadership incentives. Our progress and
on supporting the LGBT+ community, being recognised as a Top
achievements to increase diversity were recognised with the inclusion
Global Employer by Stonewall. Our global LGBT+ network is thriving,
of Vodafone in the Bloomberg Gender Equality Index and Refinitiv’s D&I
with over 3,000 allies and active support from senior executives who
Top 100 during the year. As part of our approach, we ensure that there
champion inclusion.
is gender diversity when resourcing for senior leadership roles and our
leadership team is accountable for maintaining and encouraging diversity We marked International Day of People with Disabilities with a global
amongst their teams. Women in management targets are also embedded event attended by over 600 people, highlighting initiatives across markets
in our long-term incentive plans. We hired 53% women for our graduate that create inclusive environments for customers and colleagues with
roles, and to date have supported 564 people back into employment visible and invisible differences. We have also hosted training on neurodiversity
after a career break through our Reconnect programme, of whom 470 and accessibility webinars to ensure our colleagues are aware of the
were women. We have also connected with over 5,000 girls via our digital accessibility features in our digital workplace and how to use them.
skills programme ‘Code Like a Girl’ since 2017, including 576 this year,
This year, we have expanded our existing diversity and inclusion
and continued this programme during the COVID-19 pandemic by
agenda and focused on race and ethnicity, starting with our Global
launching a digital coding classroom experience, available to all markets.
Black Lives Matter webinar listening to colleagues share their experience.
Gender diversity To build capability in holding conversations on race in the workplace,
2021 2020 we launched a ‘Let’s talk about race’ session in partnership with “Business
Women on the Board 45% 42% in the Community”. We delivered Race Fluency sessions for our senior
Women on the Executive Committee 29% 29% leaders, and launched cross-company reciprocal mentoring schemes.
Women in senior leadership positions1 30% 29% In October 2020, we hosted a global Black History Month webinar to
reiterate our commitment, with the sponsorship of our Vodafone
Women in management and senior leadership roles2 32% 31%
Business CEO, Vinod Kumar.
Women as a percentage of external hires 43% 38%
Women as a percentage of graduates 53% 53% To better understand representation across our organisation and target
Women in overall workforce 40% 39% diversity and inclusion programmes more effectively, we launched a
campaign called #CountMeIn in November 2020, which encourages
Notes: employees to voluntarily self-declare their diversity demographics. These
1. Percentage of senior women in our top 178 positions (FY20: 173).
2. Percentage of women in our 6,609 management and leadership roles (FY20: 6,372).
include race, ethnicity, disability, sexual orientation, gender identity and
caring responsibilities, in line with local privacy and legal requirements.
In 2019, Vodafone launched the first global domestic violence policy, Our intention is to use this data to set leadership targets around race and
which set out comprehensive workplace resources, security and other ethnicity, to complement our commitments on gender, by the end of
measures for employees at risk of experiencing, and recovering from, 2021. We are still in the process of collecting robust and complete data
domestic violence and abuse. As the majority of the global workforce for our entire workforce, however 29% of our Executive Committee
shifted to home working in the outbreak of COVID-19, reports of a members are from ethnically diverse backgrounds.
‘shadow pandemic’ of domestic violence intensified worldwide. Our
markets considered the policy very important for supporting employees Our commitment to diversity and inclusion is reflected across our
affected by domestic violence and abuse. Of those affected, the most global policies and principles, such as our Code of Conduct and our
frequent forms of support were counselling and advice, paid safe leave Fair Pay principles.
and referrals to specialist organisations with adaptations to working Read more about our Fair Pay principles
hours and workload. We reinforced our commitment to this area on page 97
through training, technology, modified remote working policies and
support for other employers. Our technology includes free apps such Click to read about our approach to fair pay:
as Bright Sky, which provides support and information to anyone in an vodafone.com/fair-pay
abusive relationship or those concerned about someone they know,
reaching over 75,000 users.
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Purpose (continued)

Planet

We believe that urgent and sustained action is required Read more on Vodafone’s approach to climate change risk aligned
to address the climate emergency. Business success to the TCFD on page 59
should not come at a cost to the environment, and Click to download our ESG Addendum:
we are committed to ensure the greening of all of investors.vodafone.com/esgaddendum
our activities. We also see a key role for our digital
networks and technologies in helping to address Reducing carbon emissions
climate change. Digitalisation is key to saving energy, Goal: To reduce our own carbon emissions to ‘net zero’ by 2030 and
across the full value chain by 2040.
using natural resources more efficiently and creating
a circular economy. We set an approved 2030 Science-Based Target in line with reductions
required to keep warming to 1.5°C, becoming the first major telecoms
This year, as part of the acceleration guided by our social contract, and operator to follow the emission reduction pathway developed for the
our commitment to “build back better”, we brought forward our target to ICT sector (setting out specific emissions reduction trajectories for mobile,
purchase 100% renewable electricity in Europe, from 2025 to July 2021. fixed and data centres).
Building on previous commitments, we set a new Science-Based Target
to reduce our carbon emissions and we set a ‘net zero’ goal. We also committed to reaching full value chain ‘net zero’ emissions
by 2040.
To help deliver a twin digital and green transformation, we also
set a target to enable our customers to reduce their emissions; and Driving energy efficiency
we updated our supplier evaluation criteria to include environmental Despite ever-growing use of data and expansion of our networks, this year
considerations. In addition, we continue to focus on reducing our total Scope 1 and 2 GHG emissions decreased by 30% to 1.37 million
electronic waste (e-waste), progressing against our target to reuse, tonnes of CO2e (carbon dioxide equivalent), due to our ongoing focus on
resell or recycle 100% of our network waste by 2025, and driving energy efficiency and an increase in the proportion of renewable
action to reduce device waste. electricity purchased.
We were recognised by global environmental non-profit organisation We are committed to continually improving the energy efficiency of our
CDP for our actions and transparency on our environmental impact base station sites and in our technology centres, which together account
and secured a place on CDP’s climate change ‘A List’. This places us for 96% of our total global energy consumption. During FY21, we invested
in the top 5% of companies that responded to CDP’s 2020 climate €65 million of capital expenditure in energy efficiency and on-site
change questionnaire. renewable projects across our business, which has led to annual energy
savings of 135 GWh.
We also continued our work to identify potential climate change risks
and opportunities through conducting Task Force on Climate-related This has been underpinned by the implementation of the ‘best-in-class’
Financial Disclosures (‘TCFD’) scenario-based risk and opportunity ISO 50001 Energy Management System framework. To date, Albania,
assessments across key markets. We are using the insights to create Germany, Greece, Ireland, Spain, Turkey and the UK have been awarded
mitigating controls and identify ways to embed climate risk into our risk certification, with other markets due to implement the framework in the
management system and processes. next year. Key energy efficiency initiatives we have focused on during the
year include:

Our Planet goals – sourcing and deploying more efficient network equipment and
powering-down carriers during times of low traffic;
2021 – Purchase 100% of the electricity we use in Europe from – gradually switching off the 3G network (which is typically 70% less
renewable sources by July 2021 energy efficient than 4G) and decommissioning legacy equipment in
our core network;
2025 – Purchase 100% of the electricity we use globally from
renewable sources – deploying high-density pods (modular blocks with concentrated power
and cooling technology) to maximise the performance of servers and
– Reuse, resell or recycle 100% of our network waste
minimise cooling requirements within data centres;
2030 – Eliminate all carbon emissions (‘net zero’) from our – reducing energy demand by installing lower-energy power and cooling
own activities and from energy we purchase and use technologies; and
(Scope 1 and 2) – using AI algorithms in our passive infrastructure, allowing us to optimise
– Halve carbon emissions from our carbon footprint energy use in cooling.
(against a 2020 baseline), including joint ventures, all
supply chain purchases, the use of products we have We continue to work with eSight Energy to implement an energy data
sold and business travel (Scope 3) management system using data feeds from our electricity suppliers and
– Enable our business customers who use our services to from smart meters. This system is now live across 12 markets in Europe,
reduce their own carbon emissions by a cumulative total with smart meters installed at 62,000 sites. This year, we developed
of 350 million tonnes between 2020 and 2030 additional functionality, including a module to validate energy savings
from projects, forecasting of energy consumption, tenant billing reports
2040 – Eliminate Scope 3 emissions completely to reach ‘net zero’ and capacity and meter calibration reports.
across our full carbon footprint
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Our performance
Unit 2021 2020

Total Scope 1 and Scope 2 emissions Million tonnes of CO2e 1.37 1.95
Scope 1 emissions Million tonnes of CO2e 0.27 0.28
Scope 2 emissions Million tonnes of CO2e 1.10 1.67
Scope 3 emissions Million tonnes of CO2e 9.4 9.5
Joint ventures and associates* Million tonnes of CO2e 3.2 2.9
Purchased goods and services Million tonnes of CO2e 4.0 3.7
Use of sold products Million tonnes of CO2e 1.5 2.1
Fuel and energy-related activities Million tonnes of CO2e 0.6 0.7
Other (business travel, upstream leased assets, waste) Million tonnes of CO2e 0.1 0.1
*Of which India (Vodafone Idea and Indus Towers) Million tonnes of CO2e 2.5 2.4
Renewable electricity
Percentage of purchased electricity from renewable sources % 56 23
Percentage of purchased electricity from renewable sources in Europe % 80 33
GHG emissions per petabyte (‘PB’) of mobile data carried
Mobile Data Traffic (petabytes) Petabytes 11,714 7,983
Scope 1 and 2 GHG emissions per petabyte of mobile data
carried by our networks Tonnes of CO2e 117 245
Note:
Data calculated using local market actual or estimated data sources from invoices, purchasing requisitions, direct data measurement and estimations. Carbon emissions calculated in line with GHG Protocol
standards. Scope 2 emissions are reported using the market-based methodology. For full methodology see our ESG Addendum 2021.

Vodafone energy use

Unit 2021 2020

Base stations Gigawatt hours / % 4,239 / 73 3,993 / 69

Technology centres Gigawatt hours / % 1,358 / 23 1,488 / 26
Offices Gigawatt hours / % 201 / 3 263 / 5
Retail stores Gigawatt hours / % 33 / 1 46 / 1
Total Gigawatt hours / % 5,832 / 100 5,790 / 100

Purchasing renewable electricity From October 2020, we introduced a 20% weighting for environmental
This year, we spent approximately €760 million on purchasing electricity. and social criteria in our supplier evaluation criteria in ‘Request For
During the year, 56% of our electricity purchased was from renewable Quotation’ (‘RFQ’) processes. The updated process examines whether
sources (2020: 23%). suppliers have environmental policies to address carbon reduction,
renewable energy, plastic reduction, circular economy and product
In July 2020, we committed that all of our European operations would
life-cycle (in addition to diversity and health and safety).
be purchasing 100% renewable electricity no later than July 2021,
significantly accelerating our previous target of 2025. This year, 80% of Read page 50 for further information
our purchased electricity in Europe was from renewable sources (2020: on our supplier evaluation criteria
33%) and we are confident that we will meet our July 2021 target.
The assessment awards positive scoring for suppliers that have set (or
We currently have Power Purchase Agreements (‘PPAs’) in Spain and the are willing to set) a Science-Based Target. In addition, suppliers which offer
UK. Electricity prices agreed under PPA contracts are broadly comparable product-specific CO2 data and pathways for reduction over the contract
to wholesale electricity prices and also provide us with more certainty, as period are positively scored.
well as helping to create new capacity within the markets. In addition, Italy,
Our supplier performance management programme also covers
Germany, Ireland, Hungary, Romania, Spain, Greece and Czech Republic
environmental factors, and suppliers’ GHG performance is one of the
all sourced Renewable Energy Certificates (‘RECs’) or tariffs during the
factors evaluated in our annual assessment process. We ask selected
year. The incremental cost of RECs (or their equivalent) is small in the
suppliers to provide details of their GHG emissions and management
context of our overall energy spend.
programmes through CDP. Last year, 88% of those suppliers responded,
Working with our partners to reduce Scope 3 emissions with 77% reporting that they had set a target for GHG emissions. This
Scope 3 emissions are indirect GHG emissions which we cannot control work was recently acknowledged by CDP, with Vodafone joining its
but may be able to influence. As part of our Science-Based Target, Supplier Engagement Rating Leaderboard, which recognises companies
we have committed to halve our Scope 3 carbon emissions by 2030 which engage with their suppliers to tackle climate change.
(against a 2020 baseline) and eliminate them entirely by 2040, as part
In addition to suppliers, we also work with our joint ventures and
of our ‘net zero’ target. The main sources of Scope 3 emissions are
associates, which represent the most significant proportion of our Scope 3
investments (joint ventures and associates), purchased goods and
emissions. Actions include:
services, and the use of sold products.
– In India, Vodafone Idea has developed an Energy and
This year, our estimated Scope 3 emissions were 9.4 million tonnes
Carbon Management Policy, with actions to save energy and
of CO2e. We worked with the Carbon Trust to analyse our Scope 3
reduce carbon emissions;
emissions and prioritise reduction opportunities, mostly by working
with our suppliers. – In Kenya, Safaricom has committed to becoming a zero carbon-
emitting company by 2050;
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Purpose (continued)

– In the Netherlands, VodafoneZiggo launched its first green bond, which Our global policy on waste management prioritises the reuse, resale or
will be used to finance green projects that will lower its environmental recycling of unwanted equipment. We aim to keep resources in use for as
impact; and long as possible, extracting the maximum value from equipment while in
– In Australia, TPG Telecom recently committed to purchase 100% use and then recovering and reusing materials responsibly.
renewable electricity by 2025. We implement resource efficiency and waste disposal management
The third most significant source of our Scope 3 emissions is the use programmes in all our markets to minimise environmental impacts
of sold products (e.g. charging devices). As countries de-carbonise their from network waste, IT equipment and waste. This year, we generated an
electricity grids, these associated emissions will also reduce. estimated 7,900 tonnes of waste (which includes hazardous waste) and
we recovered and recycled 79%. Globally, 98.7% of our network waste
Enabling our customers to reduce their emissions was sent for reuse and recycling (excluding hazardous waste).
For Vodafone, our most important contribution to tackling climate change To deliver our 2025 goal to reuse, resell or recycle 100% of our network
is through enabling our customers (which include both businesses and waste, we have launched an internal asset marketplace, a business-to-
governments) to reduce their environmental footprint using our digital business solution within Vodafone that allows us to re-sell and re-purpose
technologies and services. excess stock or large decommissioned electrical items like masts and
antennae. Since launching at the start of 2020, we estimate that we have
In July 2020, we committed to helping our business customers reduce
saved over €10 million of spend and avoided over 1,250 tonnes of CO2e.
their own carbon emissions by a cumulative total of 350 million tonnes
We are assessing the possibility of expanding the solution to partner
globally over 10 years between 2020 and 2030 – the equivalent to Italy’s
markets and other operators.
total annual carbon emissions for 2019.
Our IoT service offer, including logistics and fleet management, smart Network waste management (excluding
metering and manufacturing activities, will be central in delivering this hazardous waste)
target. Other savings are expected to be made through healthcare
2021 2020
services, cloud hosting and home working.
Reused 20% 15%
We work with the Carbon Trust to calculate the total GHG emissions Recycled 79% 84%
avoided as a consequence of our IoT technologies and services. We Landfilled 1% 1%
estimate that over 54% of our 123 million IoT connections directly
Total network waste (metric tonnes) 6,307 8,138
enabled customers to reduce their emissions in the past year. During the
year, we estimate an avoidance of 7.1 million tonnes CO2e, which is 5.2 Apart from addressing our network waste, we are working on a series
times the emissions generated from our own operations (Scope 1 and 2). of actions to reduce device waste. We are increasingly adopting circular
In March 2021, we became a founding member of the European Green economy approaches and take a life-cycle management approach, which
Digital Coalition, which brings together ICT sector companies to work includes extending the lifespan of devices through repair, refurbishment
together with EU policymakers and experts, to drive investment in, and and resale before encouraging the responsible recycling of devices at the
implementation of, digital solutions in action against climate change. end of their useful life.
Most of our markets operate trade-in and device buyback schemes
Carbon enablement overview and repair services to encourage customers to repair or return their old
Number of connections GHG emission saving devices. For example, this year Vodafone UK launched a phone trade-in
(million) (million tonnes CO2e)
tool, accessible via the MyVodafone app. The tool assesses device
Smart meters 15.4 1.8 eligibility and provides a guaranteed trade-in price, encouraging
Smart logistics 38.1 4.4 greater trade-in rates.
Healthcare 11.8 0.6
We also strive to refurbish and reuse fixed-line equipment multiple times,
Other (cloud/street lighting/
with significant associated environmental and cost savings.
EV charging) 1.1 0.4
Total 66.4 7.1 Given a large part of the solution to drive circularity for devices depends
on industry action, we recently joined the Circular Electronics Partnership,
which brings together leaders across the value chain – from manufacturing,
Enablement ratio reverse logistics, material recovery, to e-waste management – to drive
2021 2020 circularity solutions for electronics.
Total GHG enablement saving
Beyond what we can directly and indirectly influence we also support
(Million tonnes CO2e) 7.1 6.9
societal change to more circular economy models. Digital and connected
Scope 1 and Scope 2 emissions solutions are an essential part of the solution towards lower resource
(Million tonnes of CO2e) 1.37 1.95 use and improved reuse and recycling. For example, through enabling
Enablement ratio 5.2 3.5 material tracing or shifting from product-based business models to
service-based ones.
Reducing waste and helping to build We are also eliminating all unnecessary plastics and other disposable
a circular economy single-use items where there are lower impact alternatives across all our
Goal: To reuse, resell or recycle 100% of our network waste by 2025 retail stores and offices.
Apart from carbon emissions, electronic waste is a material environmental
issue for our business. We have consistently sought to manage our own Engaging our people
impact in a responsible manner and also support our customers with More than 15,000 colleagues are currently members of our
their efforts. “#RedLovesGreen” employee engagement initiative, which aims to
raise awareness of the individual actions that employees can take to
reduce energy and other resource uses.
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Digital Society To assist businesses most at risk within our supply chain, Vodafone
ensured that all new orders issued to micro and small suppliers by
Vodafone’s European operations were paid within 15 days (instead of the
customary 30 to 60 days) between April and October 2020, benefiting
over 1,200 small businesses. We also offer optional supply chain financing
which allows suppliers to leverage Vodafone’s credit position to access
cheaper funding and liquidity. This has no impact on Vodafone’s
We believe in the power of connectivity and digital commercially negotiated payments terms.
services to strengthen the resilience of economies. In South Africa, Vodacom Financial Services has built a supplier portal
Through our mobile and fixed networks, data flows called VodaTrade, where small suppliers can connect with bigger
at speed, connecting people and communities. business partners.
Over the past year, the COVID-19 crisis has tested the resilience of
our societies, of businesses small and large, and of public services.
Digitalising agriculture
We have also seen how connectivity and digital services became a According to the Food and Agriculture Organization, by 2050, the world
lifeline allowing people to work, learn, stay in touch with friends and will need to produce 50 % more food than current levels4. There is also
family, access healthcare and more. a growing need to address the environmental impact of agriculture. In
Europe, agriculture accounts for 10% of the EU’s total greenhouse gas
This year, in response to the COVID-19 crisis and informed by our emissions and over 40% of EU land use5, in many cases leading to habitat
social contract, we shifted the focus of the Digital Society pillar towards loss and deforestation.
digitalising critical sectors, whilst continuing to invest in our network
infrastructure and coverage. We have specifically focused on small and Through our connectivity and platforms (including our IoT platform),
medium-sized enterprises (‘SMEs’), smart cities, agriculture and health. we are helping to increase the amount of information that farmers have
The following outlines our approach and progress in these areas. available to them, enabling the optimisation of operations and use of
resources. This allows a farmer to reduce the use of pesticides and
Building a gigabit network fertiliser (which reduces emissions), water use and resource consumption,
as well as improving the protection of biodiversity and increasing yields.
We continue to invest in our network infrastructure and coverage to
deliver a high-quality service that allows individuals and businesses to Through Vodacom’s subsidiary, Mezzanine, we are digitalising
connect confidently anywhere and at any time, with benefits for the agriculture in sub-Saharan Africa by giving smallholder farmers access
economy, for quality of life and for the environment. to agricultural inputs, financial services like insurance, logistics suppliers,
buyers and markets and knowledge through a digital agri-ecosystem
Read how Vodafone’s gigabit network is connecting rural called Connected Farmer. With over 2.1 million smallholder farmers
communities on page 34 registered, the platform allows an ecosystem of partners to register,
Currently, we have over 150 million customers connected to our profile, communicate and transact (using M-Pesa in some cases) with
next-generation mobile and fixed networks .1 each other.
To support larger commercial farmers, Mezzanine developed
Supporting small businesses MyFarmWeb, a cloud-based web platform that allows a producer to
SMEs are a critical part of the economy, but many have been capture agricultural information (physical, chemical, and microbial soil
disproportionally affected by the crisis. The OECD found that in 2020, analysis, pest presence, satellite and remote sensing information and
more than half of SMEs were facing severe losses in revenues due to data from various internet connected farming sensors) into a system
COVID-19, with one third fearing for their future without further support2. that aggregates and calibrates the data to assist in best practice
SMEs also provide opportunities for socio-economic participation and decision-making. This helps farmers to increase yield whilst not
social mobility for women, young people, and ethnic minorities; groups damaging the environment.
of the workforce that have been particularly vulnerable during the
Over 6,800 farms across Africa, USA, Australia and New Zealand use
COVID-19 crisis.
MyFarmWeb, and we are excited about the potential of further expansion
Through Vodafone Business, we provide products and services which of this platform.
are specifically tailored for SME and small-office home-office (‘SOHO’)
businesses, helping guide them through technology choices and Creating smarter cities
improving their digital readiness. These segments also represent a With 55% of the world’s population living in cities6, digitalisation can play
significant commercial opportunity for Vodafone, with the overall a key role in tackling many of our cities’ most pressing challenges. Acting
market expected to grow a combined €6 billion over three years3. as a close partner with municipal governments, Vodafone’s data platform
To better support SMEs across Europe, Vodafone Business launched and extensive IoT solutions help to make cities smarter by, for example,
V-Hub this year. The free service provides access to online information intelligently managing energy use and pollution right across the built
putting businesses in direct touch with experts to advise on digitalising environment. They can also protect citizens and businesses from crime
their business. As at 31 March 2021, over one million businesses were more effectively and safeguard vulnerable citizens in their homes.
using V-Hub across our four largest European markets. We plan to This year, Vodafone Spain continued work with the Sevilla municipal
continue the expansion of the service, to support over three million government to integrate the Vodafone Smart Cities Platform to monitor
customers by April 2022. its services. The Security Vertical service, for example, monitors visitor
Notes: flows and, by integrating different sources of anonymised and aggregated
1. Customers connected to our next-generation networks include active 4G and 5G customers, data with analytical capabilities, can help identify security risks. Smart
as well as customers connected to fixed networks with speeds higher than 30Mbps.
management of parking, water use, waste collection, energy, and air
2. OECD, 2020.
3. Vodafone Business investor day, 2021. quality are also being piloted.
4. Food and Agriculture Organization (FAO), 2017.
5. Eurostat, 2021.
6. World Bank, 2019.
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Purpose (continued)

Revolutionising healthcare
The need for a fast response to the health crisis has accelerated the We contribute to
the Sustainable
digitalisation of healthcare, which will also mean national healthcare
systems will be in a better place to address the backlog that the
COVID-19 crisis has created in a more cost efficient and faster way.
Vodafone’s connectivity services and platforms include:
– Connected (IoT) wearable or implanted devices, which allow
patients to be monitored as they recover at home while healthcare
Development Goals
professionals can monitor and treat more patients;
– Artificial Reality and robotics to aid surgeries and remote The UN Sustainable Development Goals (‘SDG’s) provide
expert support, increasing both the quality of care delivered through a blueprint for human progress and a clear call to action
digital assistants and access to healthcare for more people;
for businesses to contribute to a better future.
– Large-scale device (IoT) connectivity within hospitals, enabling
monitoring and optimal allocation of limited resources, such as beds, The COVID-19 crisis has posed a huge challenge to society and has led to
medical devices and even hospital staff; and a reversal of progress on a number of SDGs: for example, over 100 million1
– Auxiliary robotics, which have the future potential to take care of additional people have been pushed into extreme poverty, 1.6 billion2
non-patient-facing work in hospitals, such as cleaning and restocking, children have missed school during the last year and the pandemic has
so that doctors and nurses can spend more time with patients. widened gender inequalities. Digital technology can help accelerate
progress towards delivering the SDGs as society builds back better.
In Greece, we have implemented the Vodafone Telemedicine Vodafone is committed to playing our role and we believe we can
Programme, an end-to-end telemedicine care system to support increase the speed and scale of delivery across a wide number of SDGs
patient management, monitoring and clinical care. Since launching in through leveraging our technology and services, and through partnering
2013, more than 500 doctors have been trained in the programme with others.
and over 51,000 virtual appointments were conducted. Almost 75% of
patients reported a reduction in the number of hospital visits and 90% of
doctors thought that the greatest benefit was the ability to deliver better We enable inclusive and sustainable digital societies
quality care to their patients. Vodafone is committed to accelerating connectivity and digitisation
in order to meet the United Nations’ Sustainable Development
Over the last year, Vodafone has played a significant role in supporting Goals (SDGs) by 2030. We have identified two priority SDGs (SDG9
government responses to the COVID-19 health crisis. For example, across build resilient infrastructure and innovation, and SDG17 strengthen
Europe, Vodafone provided connectivity to emergency hospitals. In Spain, the means of implementation and partnerships for sustainable
we connected 500 wireless IoT alarms by beds in the largest field hospital development) that will enable us and our partners to find lasting
in Madrid. In South Africa, our subsidiary Mezzanine, provided a PPE stock solutions to social, economic and environmental challenges and
visibility solution to 350 hospitals to monitor and optimise the stock of thereby accelerate the delivery of many other SDGs.
3,500 facilities spread across the country.

Connectivity: We want Partnerships: We are

everyone – whoever they building new models
are and wherever they live – of cooperation between
to have access to reliable business, governments,
and affordable internet. international organisations
and civil society to deliver
Digital innovations: We will build
process and scale, for
digital innovations such as IoT
example to connect
solutions and digital platforms
the unconnected.
like M-Pesa to contribute to
the sustainable development
across a range of sectors
including manufacturing,
transport, health, agriculture,
education and energy.

Through connectivity infrastructure, digital innovations and

partnerships, we deliver impact across many of the SDGs:

Notes:
1. World Bank, 2020.
2. World Bank, 2021.
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Responsible business
To underpin the delivery of our purpose, we ensure that Our employees trust our Speak Up process, as evidenced by our latest
we operate in a responsible way. Acting ethically, lawfully Spirit Beat survey, with 87% of respondents agreeing that they believe
appropriate action would be taken as a result of using our Speak Up
and with integrity is critical to our long-term success. process. We also track the proportion of ‘named’ versus ‘anonymous’
Our Code of Conduct sets out what we expect from every single person reports as a higher number of named reports suggests higher levels
working for and with Vodafone, regardless of location. We also expect of trust in the Speak Up process. During the year, 64% of reports were
our suppliers and business partners to uphold the same standards and ‘named’ and this was higher than available industry benchmarks.
to abide by our Code of Ethical Purchasing.
This year, 623 separate concerns were reported using Speak Up. Speak
Click here to read our Code of Conduct: Up reports could relate to matters of unlawful behaviour or matters
vodafone.com/code-of-conduct of integrity, such as bribery, fraud, price fixing, a conflict of interest, or a
breach of data privacy. Reports could also relate to people issues such
Our ‘Doing What’s Right’ training and communication programme is
as discrimination, bullying or harassment, danger to the health and
key to embedding a shared understanding of the Code of Conduct
safety of employees or the public, or potential abuses of human rights.
across Vodafone. Throughout the year, Doing What’s Right training
communications promoted different areas of our Code of Conduct, If we decide to proceed with an investigation, a qualified expert will
including Speak Up, anti-bribery and privacy to competition law, security, investigate, keeping the person who raised the concern informed
and health and safety. Training on our Code of Conduct is included in throughout the process. Where reports made to Speak Up require
our standard induction processes for new employees. We expect every remedial action, this could include consequences at the individual level,
employee to complete refresher training when assigned, and this is or changes to internal processes and procedures.
typically every two years. Of those employees assigned induction or
refresher training during the period, 84% had completed the training Speak Up topics raised during the year
as at 31 March 2021. Speak Up Requiring
Topic reports remedial action
A new Code of Conduct module was produced and launched to over
People issues 47% 28%
34,000 English speaking employees this financial year – with 88%
completing it. The module pushes the boundaries of e-learning with high Integrity 41% 35%
impact video-based scenarios that are designed to reinforce behaviours Other (e.g. breach of policies) 11% 41%
rather than just give employees information or test knowledge. The Health and safety 1% 33%
course is currently being translated and will be rolled out to the rest of
Vodafone over the next year. Speak Up is also made available to our suppliers and is communicated
through our Code of Ethical Purchasing. For suppliers that decide
During the year, we updated our Global policy portal and the digital to maintain their own grievance mechanisms, we require that they
version of our Code of Conduct. These new tools provide employees inform us of any grievances raised relating to work done on behalf of
easy access to the information and policies that they need. Since Vodafone directly.
launch, 28,000 users accessed our Global policy portal and 25,000
users accessed the new digital Code of Conduct.
Our Code of Conduct is well understood throughout Vodafone. In our Protecting data
latest Spirit Beat employee survey, 96% of respondents agreed with Millions of people communicate and share information
the statement “Our team lives by the Code of Conduct”. over our networks, enabling them to connect, innovate
and prosper. Customers trust us with their data and
Speak Up maintaining this trust is at the heart of everything we do.
Everyone who works for or on behalf of Vodafone has a responsibility to
report any behaviour at work that may be unlawful or criminal or could Data privacy
amount to an abuse of our policies, systems or processes and therefore
a breach of our Code of Conduct. Employees are able to raise concerns We believe that everyone has a right to privacy wherever they live in
with a line manager, with a colleague from human resources or through the world, and our commitment to our customers’ privacy goes beyond
our confidential third-party hotline – Speak Up – accessible online or legal compliance. As a result, our privacy programme applies globally,
by telephone. irrespective of whether there are local data protection or privacy laws.

Speak Up operates under a non-retaliatory policy, meaning that Our privacy management policy is based on the European Union General
everyone who raises a concern in good faith is treated fairly, with no Data Protection Regulation (‘GDPR’) and this is applied across Vodafone
negative consequences for their employment with Vodafone, regardless markets both inside and outside the European Economic Area. Our
of the outcome of any subsequent investigation. privacy management policy establishes a framework within which local
data protection and privacy laws are respected and sets a baseline for
All Speak Up reports are confidentially investigated by local specialist those markets where there are no equivalent legal requirements.
teams, with a senior team in place to triage reports. Each grievance is
formally and robustly investigated and is monitored to verify that any
corrective action plan or remediation has been conducted. Our Group
Risk and Compliance Committee reviews the effectiveness of the Speak
Up process, and the Audit and Risk Committee receives periodic updates.
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Responsible business (continued)

We always seek to respect and protect the right to privacy, including Key uses of customer data are outlined below.
our customers’ lawful rights to hold and express opinions and share
– Provision of services: We process customer personal data to provide
information and ideas without interference. At the same time, as a
our customers with the products and services they have requested,
licensed national operator, we are obliged to comply with lawful orders
to fulfil our contractual and legal obligations, and to provide customer
from national authorities and the judiciary, including law enforcement.
care. To provide our services and to charge our customers the correct
Privacy risks amount, we must process communications metadata regarding calls,
As data volumes continue to grow and regulatory and customer scrutiny texts and data usage.
increases, it is more important than ever to be clear on the privacy risks – Quality, development and security of services: We monitor
we face, as well as how our policies and programmes can mitigate these the quality and use of our connectivity and other services so that
risks. We separate data privacy risk into three main areas of risk: we can continually improve and optimise them. This information
– Collection: collection of personal data without permissions or also helps detect and prevent fraud, as well as keep our networks
excessive collection of data; and services secure. We also do not sell data tied to specific individuals
to third parties.
– Access & Use: use of personal data for unauthorised purposes,
excessive data retention or poor data quality; and – Marketing: With customer permission, we will use customer data
to market our products and services and provide more accurate
– Sharing: unauthorised disclosure of personal data, including supplier
recommendations. This means we can present our customers with
non-compliance.
offers when they need them most; for example, when they are about
To help us identify and manage emerging risks, we constantly evaluate to run out of data.
our business strategy, new technologies, products and services as well – Permissions: Our multi-channel permission management platforms,
as government policies and regulation. deployed across all our channels (MyVodafone app, website, call
Privacy principles centres and retail stores) allow our customers to control how we use
Our privacy programme governs how we collect, use and manage our their data for marketing and other purposes. For example, customers
customers’ personal data to ensure we respect the confidentiality of their can express their opt-in consent to the use of their communications
communications and any choices that they have made regarding the use metadata for marketing purposes or for receiving third-party marketing
of their data. Our privacy programme is based on the following principles: messages, or they can opt-out from marketing entirely. All permissions
can be revoked and choices can be changed at any time.
– Accountability: We are accountable for living up to our commitments – Rights of individuals: Our businesses provide their customers
throughout Vodafone and with our partners and suppliers. with access to their data through online and physical channels.
– Privacy by design: Respect for privacy is a key component in the These channels can be used to request deletion of data that is no
design, development and delivery of our products and services. longer necessary or correction of outdated or incorrect data. Our
– Fairness and lawfulness: We comply with privacy laws and act customer privacy statements and other customer facing documents
with integrity and fairness. We also actively engage with stakeholders, provide information on how these rights can be exercised and how
including civil society, academic institutions, industry and government, to raise complaints. Our frontline staff are trained to respond to the
in order to share our expertise, learn from others, and shape better, customers’ requests.
more meaningful privacy laws and standards. – Sharing of data: Where we rely on external suppliers and service
– Openness and honesty: We communicate clearly about our actions providers to process data on our behalf, they are subject to security
that may impact privacy. We ensure our actions reflect our words and and privacy due diligence processes, and appropriate data processing
we are open to feedback. agreements govern their activities. We do not share customers’
– Choice and access: We give people the ability to make simple and personal data otherwise, unless required by law or with the consent
meaningful choices about their privacy and allow individuals, where of the customer.
appropriate, to access, update or delete their personal data. Each local market publishes a Privacy Statement to provide clear, transparent
– Responsible data management: We apply appropriate data and relevant information on how we collect and use personal data, what
management practices to govern the processing of personal data. choices are available regarding its use and how customers can exercise
We carefully select external partners and we limit disclosure of their rights.
personal data to what is described in our privacy notices or to what
has been authorised by our customers. We also ensure personal data Click to read more about our privacy policies:
is not stored for longer than necessary or as is required by applicable vodafone.com/privacy-centre
laws and to maintain accuracy of data. Operating model
– Security safeguards: We implement appropriate technical and Vodafone has an experienced team of privacy specialists dedicated to
organisational measures to protect personal data against unauthorised ensuring compliance with data protection laws and our policies in the
access, use, modification or loss. countries where we operate.
– Balance: When we are required to balance the right to privacy against
We apply a process-based approach to managing privacy risks across
other obligations necessary for a free and secure society, we work to
the data life-cycle and teams from across Vodafone ensure end-to-end
minimise privacy impacts.
coverage. Dedicated security teams ensure appropriate technical and
Using customer data organisational information security measures are applied to protect
We want to enable our customers to get the most out of our products personal data against unauthorised access, disclosure, loss or use during
and services. In order to provide these services, we need to use our transit and at rest.
customers’ personal information. We are committed to looking after our
Read more about cyber security
customers’ data, using it for its stated purpose, and we are always open
on page 45-47 and 54
about what we collect.
45 Vodafone Group Plc
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All products, services and processes are subject to privacy impact that commission is only paid for authorised calls, enforcement of contractual
assessments as part of their development and throughout their life-cycle. penalties for non-compliance, and discontinuation of contracts with a
We maintain Personal Data Processing Records, Supplier Privacy Compliance, number of suppliers.
Data Breach Management and Individual Rights processes, as well Internal
For detail on how we respond to a data breach,
and International Data Transfer compliance frameworks, and training and
refer to the cyber security section on page 46
awareness programmes.
Our teams monitor and influence regulatory and industry developments Location Insights
and work to build and maintain relationships with local data protection
Vodafone provides anonymous and aggregated insights which are
authorities and other key stakeholders.
based on network location data to our public sector and business
Our privacy control frameworks are subject to continuous risk-based customers. The Location Insights product harnesses the power
improvements. In addition to introducing updates to our global privacy of anonymised geospatial movement data of our customers to
controls, we also require every employee and where possible contractors, give organisations adopting the product a better understanding of
to complete privacy-specific training within six weeks of joining and then how populations move in space and time, all while protecting the
every two years. We have also refined training for high-risk roles aimed at privacy of our customers. These insights are being used by Vodafone
teams with a key role in personal data processing. With this approach we Business customers for transport or retail planning purposes as cities
aim to achieve a 90% completion rate on both types of training across all and urban areas become ‘smart’. It is important to note that once
target groups across our global footprint. we have aggregated and anonymised customer-level data, individual
customers cannot be identified or targeted with personal advertisements.
The effectiveness of control implementation is subject to regular reporting
Our customer privacy statements are open and transparent about this
and testing by the privacy teams and internal audit. Any findings are
use of data and we allow customers to opt-out.
subject to remedial actions by the responsible control operator, and
completion is monitored. Anonymous and aggregated location insights were also shared with
government authorities to help them understand how populations
Governance
moved during the COVID-19 pandemic. These initiatives were subject
The Group General Counsel and Company Secretary, a member of the
to detailed privacy assessments.
Group Executive Committee, oversees the global privacy programme.
The Group Privacy Officer, reporting to the Group General Counsel, is Our Location Insights product received an honourable mention by the
responsible for managing and overseeing the privacy programme on a International Association of Privacy Professionals in 2018 for the most
day-to-day basis across the markets and provides regular status reports innovative privacy safeguarding product.
to Group General Counsel and Company Secretary and an annual update
to the Group Audit and Risk Committee.
Cyber security
Whilst each employee is responsible for protecting personal data they
Our purpose is to enable connectivity in society and as a provider of
are trusted with, accountability for compliance sits with each operating
critical national infrastructure we recognise the importance of cyber
company. A member of the local executive committee oversees the local
and information security. No organisation, government or person will
implementation of our privacy programme. Each operating company also
ever be fully immune to cyber-attacks; however, the telecommunications
has a dedicated privacy officer, privacy legal counsel and other privacy
industry is faced with a unique set of risks as we provide connectivity
specialists. Local privacy officers provide reports to the Group Privacy
services and handle private communication data.
Officer throughout the year.
Our networks connect millions of people, homes, businesses and things
The Privacy Leadership team brings together Group and local privacy
to each other and the internet. The security of our networks, systems
officers. It approves new standards and guidelines and monitors the
and customers is a top priority and a fundamental part of our purpose.
implementation of global privacy plans. Operating companies also
Our customers use Vodafone products and services because of our
maintain privacy steering committees that bring together privacy and
next-generation connectivity, but also because they trust that their
security teams and senior management from relevant business functions.
information is secure.
Privacy incidents
Identification of vulnerabilities & risks
We have a strong culture of data privacy and our assurance and
Cyber security is a principal risk. We recognise that if not managed
monitoring activities are capable of identifying potential issues before
effectively, there could be major customer, financial, reputation or
they materialise. However, during the financial year, Vodafone was fined
regulatory impacts. Risk and threat management are fundamental
a combined €20 million for separate data privacy issues in Italy, Spain
to maintaining the security of our services across every aspect of our
and Romania. The fines in Italy and Spain related to Vodafone’s use of
business. We separate cyber security risk into three main areas of risk:
third-party marketing agencies, some of which had conducted direct
marketing activities towards people who had opted-out. These activities – External: Attackers and criminals targeting our systems, networks,
were in violation of existing supplier agreements. In limited instances, or people to conduct malicious attacks;
there were also delays and issues in adding people to opt-out lists as a – Insider: Accidental leakage of information or malicious misuse of
result of human and system errors, as well as related fraudulent activities access privileges by our employees; and
which Vodafone reported to the relevant authorities. In addition, we received – Supply chain: A supplier is breached or used as a conduit to gain
a fine in Spain due to a supplier’s sub-contractor’s non-compliance with access to our systems, data or people.
international data transfer rules. The fine in Romania related to a delayed
response to a subject access request. To help us identify and manage emerging and evolving risks, we constantly
evaluate and challenge our business strategy, new technologies, government
Our rules on telesales have been reviewed and compliance with these policies and regulation, and cyber threats. We conduct regular reviews
rules is subject to increased assurance and monitoring. Where necessary, of the most significant security risks affecting our business and develop
improved controls have been introduced to monitor and enforce suppliers’ strategies to detect, prevent and respond to them. Our cyber security
compliance. Such measures include, for example, introduction of tools to approach focuses on minimising the risk of cyber incidents that affect
automatically prevent or detect calls to opted-out customers, verification our networks and services.
46 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Responsible business (continued)

Understanding the threat landscape is key to managing cyber risk. We also track and monitor potential future threats to our networks,
Over the course of the year, two of the biggest cyber security threats systems and customers, such as quantum computing and its effect on
faced by all organisations significantly increased – phishing and encryption. While such a risk is not specific to Vodafone, we have started
ransomware attacks. Cyber criminals exploited the emotion and work to address the potential negative effects and maintain a robust level
uncertainty associated with the pandemic to deceive users into engaging of encryption that is quantum safe within our network and systems.
with malicious emails or pay a sum of money to regain access to systems.
Cyber criminals also increasingly targeted smaller suppliers to large Operating model
organisations as a way to more easily compromise their targets. We have implemented an operating model based on the leading
Organisations across all industries also continued to experience other industry security standards published by the US Department of
forms of threats, such as sophisticated espionage attempts and the Commerce, specifically the National Institute of Standards and
exploitation of unpatched vulnerabilities. Technology. We have an international team of over 800 employees
Controls who are focused on constantly monitoring, protecting and defending
Controls can prevent, detect or respond to risks. Most risks and our systems and our customers’ data. We also work with third-party
threats are prevented from occurring and most will be detected before experts and consultants, to maintain specialist skills and continue to
they cause harm and need a response. A small minority will need follow leading practice. Our scale means we benefit from global
recovery actions. collaboration, technology sharing, deep expertise and ultimately
have greater visibility of emerging threats. Although the Cyber team
We use a common global framework called the Cyber Security Baseline leads on detect, respond and recover, preventative and protective
and it is mandatory across the entire Group. The baseline includes controls are embedded across all of our technology and throughout
key security controls which significantly reduce cyber security risk, by the entire business.
preventing, detecting or responding to events and attacks. Our framework
was initially developed based on an international standard mapped to Identify
our key risks in the way that provides the most comprehensive protection.
Each year, we review the framework in the light of changing threats and Assess
create new or enhanced controls to counter these threats. risk Set Po
licy
t and
A dedicated assurance team reviews and validates the effectiveness of es Sta
&T n
Business
our security controls, and our control environment is subject to regular Tech &
e

da
ur

rds
as
r
ove

internal audit. The security of our global networks is also independently

Me
Respond and rec

tested every year to assure we are maintaining the highest standards and Select &
Design
our controls are operating effectively. We maintain independently audited Controls
Respond
information security certifications, including ISO 27001, which cover to events Risk & Threat-
our global technology function and 15 local markets. We also comply

y D esig n
based Security

t
with local requirements or certifications and actively contribute to

Protec
Cy b e

consultations and debates with regard to laws and regulations that

it y b
aim to improve and assure the security of communications networks.
r De

cur
fe n

Se
Read more on our identification of cyber threat and information Internal Audit
ce

Deploy
security risks on page 54 Maintain
systems,
Controls
threats &
New technologies network Cy b e r P r e ve nt
De
We adopt new technologies to better serve our customers and gain tec
t
operational efficiency. For every technology programme, new or existing,
we follow our Security by Design process, evaluating suppliers’ hardware
and software, modelling threats and understanding the risks before
designing and implementing the necessary security controls and Every employee has responsibility for cyber security and must follow
testing them. the Vodafone Cyber Code, be sensitive to threats and report suspicious
Every new mobile network generation has brought increased activity. Embedded in our Code of Conduct, the Cyber Code is the
performance and capability, along with new opportunities in security. cornerstone of how we expect all employees to behave when it comes to
5G improves existing security, with additional protection against threats best practice in cyber security. It consists of seven areas where employees
such as location tracking, call or message interception and modification need to follow security good practice. Our cyber security awareness
of network traffic. Similarly, 5G includes enhanced features to protect programme is delivered digitally via our internal social media platform,
signalling between different operators’ networks, which helps prevent videos and webinars. In addition, we perform regular phishing simulations
tracking or interception while roaming. Vodafone is working at pace to to raise awareness and train employees. In the last year we sent 161,000
embed these new security features into our 5G network deployments. simulated phishing emails across 23 markets and Group functions, and
employee reporting improved during 2020.
Getting the right security by design across all operators is vital as
5G and other mobile technologies will connect billions of devices. We have also performed incident simulations for the senior management
Vodafone has helped establish the GSMA IoT Security Guidelines, team in all markets and the main Group functions. These simulations
and the accompanying self-assessment scheme. Where we work allowed the CEOs and their teams to experience what a real incident
with partners or third parties to build and deploy IoT solutions, we is like and exercise their responsibilities, as well as identifying areas for
also advocate the approach co-developed between Vodafone and improvement in internal processes.
Consumers International, as seen in their publication of the Consumer Click to read more about Vodafone’s Cyber Code in our
IoT Trust by Design Guidelines. Code of Conduct: vodafone.com/code-of-conduct
47 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Governance
The Group’s Chief Technology Officer is the Executive Committee
Protecting people
member responsible for managing the risks associated with cyber Wherever we operate, we have an opportunity to
threats and information security. The Vodafone Cyber Security Director is contribute to the advancement of fundamental
responsible for managing and overseeing the cyber security programme rights for our customers, colleagues and communities.
on a day-to-day basis and reports to the Chief Technology Officer.
We are also conscious of the risks associated with
Cyber threats and information security are a major area of focus for our operations and we work hard to mitigate negative
the Audit and Risk Committee and detailed updates including threat impacts, ensuring we keep people safe.
landscape, risk position and security programme progress are provided
at least twice a year. The Board is also regularly updated on cyber
security matters.
Health and safety
Keeping our people safe is one of the most important responsibilities
Read more on our identification of cyber threat we hold as an employer. Our ongoing focus is to create a safe working
and information security risks on page 54 environment for everyone working for and on behalf of Vodafone and
Cyber incidents the communities in which we operate. We want everyone working with
As a global connectivity provider, we are subject to cyber threats, Vodafone to return home safely every day.
which we work to identify, block and mitigate with our robust control Our health and safety framework provides a consistent approach to
environment without any impact. Where a security incident occurs, we safety leadership, planning, performance monitoring, governance and
have a consistent incident management framework and an experienced assurance. Our commitment to safety does not differentiate between
team to manage our response. The focus of our incident responders is employees, contractors and suppliers, all of whom benefit from the
always fast risk mitigation and customer security. same focus on preventing harm, both on worksites and when working
We actively engage with stakeholders, including academic institutions, or moving between sites.
industry and government, in order to protect Vodafone, respond to cyber Health and safety risks
threats and work together to share best practice. Given our expertise and We focus our initiatives on our top health and safety risks, which continue
extensive experience, we also engage with a wide range of organisations to account for the majority of reported incidents and remain a focus area
to help improve the understanding of cyber security thinking and practice, globally: occupational road risk; falls from height; working with electricity;
and contribute to public policy, technical standards, information sharing and fibre operations.
and analysis, risk assessment, and governance.
Road traffic incidents continue to be the primary cause of major injuries
In the event of a cyber breach, disclosure is made in line with local and fatalities reported globally, accounting for 60% of all reported
regulations and laws, and based on a risk assessment considering incidents within Vodafone. As a result, we have included a specific
customers, law enforcement, relevant authorities and our external requirement to focus on road safety and driver behaviour within our
auditor. The European Union’s General Data Protection Regulation health and safety strategy and annual objectives. In addition, local market
(‘GDPR’) provides a framework for notifying customers in the event there road risk controls are reviewed as part of our internal assurance plans.
is a loss of customer data as a result of a data breach and this framework
is a baseline across all our markets. In recognition of our top risks, we have established the ‘Vodafone
Absolute Rules’. These rules focus on risks that present the greatest
Vodafone holds cyber liability and professional indemnity insurance potential for harm for anyone working for or on behalf of Vodafone. The
policies and these policies may cover the costs of an information security Absolute Rules are clear and underpinned by a zero-tolerance approach
breach, in whole or in part. to unsafe behaviours in all of our businesses. The Absolute Rules must
In December 2020, ho. Mobile, a second brand in Italy, suffered a data be followed by all Vodafone employees and contractors, as well as our
breach and part of a database holding customer data was accessed by suppliers’ employees and contractors. In the most recent Spirit Beat
a third-party; no financial information, passwords, or mobile traffic data survey, 96% of employees agreed that the Absolute Rules are taken
relating to calls, texts or web activity was involved. We utilised our existing seriously at Vodafone.
global incident management framework. Ho. Mobile took a proactive Leadership engagement
approach and immediately informed affected customers and regulators, The importance of senior leadership and commitment to health and
enhanced security protections, remotely reissued SIM serial numbers safety remains key to our approach. Our senior leaders are actively
to prevent any misuse, and offered free replacement SIMs to the entire engaged, carrying out regular site tours throughout the year. Despite the
customer base. Ho. Mobile also notified local law enforcement and restrictions imposed by COVID-19, our senior leaders have continued to
made the required disclosures to the Italian Data Protection Authority. carry out tours virtually, recognising the importance of connecting with
Ho. Mobile uses distinct and separate IT systems to Vodafone Italy and teams and critical workers as they continued to maintain our networks,
the rest of the Vodafone Group. work in our retail stores and on customer sites.
Vodafone classifies security incidents according to severity, measured Health and safety governance
by business and customer impact. The highest severity category Health and safety is managed through a global safety framework, which
corresponds to a significant data breach or loss of service caused by includes the monitoring and assessing of risks, setting targets, reviewing
the incident. In the past financial year, the only such incident was the progress and reporting performance. Our health and safety management
ho. Mobile incident discussed above. system is based on international standards for occupational health and
safety, is aligned to internationally recognised best practice, and always
meets local requirements at a minimum. In addition, some of our local
markets have chosen to undergo certification to OHSAS 18001 or
ISO 45001, the international standard for occupational health and
safety. Our operations in Albania, Egypt, Greece, Ireland, Italy and the
UK are either certified to OHSAS 18001 or ISO 45001.
48 Vodafone Group Plc
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Responsible business (continued)

All incidents relating to our top risks and breaches of our Vodafone Lost-time incidents (‘LTI’) is the term we use when an employee is injured
Absolute Rules are reported and investigated in adherence with while carrying out a work-related task and is consequently unable to
timescales contained within our Incident Reporting Standard. We ensure perform his or her regular duties for a complete shift or period of time
that incidents are investigated thoroughly and appropriate remedial after the incident. Of the seven incidents, five were attributed to slips,
actions and improvements are identified and implemented. We strongly trips or falls in and around the workplace and two were vehicle-related.
believe in the importance of prevention, however we also believe that
Key Performance Indicators
incidents should be treated as an opportunity for learning.
2021 2020
Health and safety is a high-risk policy and included within our risk and Work-related injuries or ill health
compliance governance programme. Due to restrictions introduced as (excluding fatalities)
a consequence of the COVID-19 pandemic, in-country audits have not Employees 7 33
been possible this year. However, we have updated our risk control matrix
Suppliers’ employees/contractors 24 21
to help enhance the effectiveness of our assurance programme, ensuring
Lost-time incidents (‘LTI’)
a single set of standards and mandatory controls which local markets
self-assess against. Number of lost-time employee incidents 7 33
Lost-time incident rate per 1,000 employees 0.06 0.35
Training Total recordable fatalities
This year we introduced our updated health and safety module as part of Employees 0 0
our mandatory ‘Doing What’s Right’ training. The training module includes
Suppliers’ employees/contractors 0 1
a video from our Group Chief Human Resources Officer demonstrating
Members of the public 1 2
senior-level support for our Vodafone Absolute Rules. Every employee
must complete the training within six weeks of joining and then typically COVID-19
every two years. During 2021, 47,732 employees working for Vodafone Our response to the COVID-19 pandemic has prioritised the safety
completed the health and safety module. Contractors are required to and wellbeing of our people from the outset. This includes a variety of
complete separate training relevant to their role and position. initiatives deployed across markets, tightly coordinated by the COVID-19
Furthermore, each local market is responsible for delivering health and Business Continuity Plan programme management team, chaired by the
safety training which supports the development of appropriate safety Chief Human Resources Officer.
leadership skills, behaviours and identification of health and safety risks. Throughout the pandemic, we have closely observed World Health
Additional training is specific to an individual’s role and aligned to each Organization (‘WHO’) recommendations and control measures,
market’s local safety legislation. which complement our internal COVID-19 plans, instructions and
Key performance indicators communications. WHO controls and guidance were implemented
We have a global set of key performance indicators as part of our safety as a minimum across all our markets.
framework, which are reported monthly to our Executive Committee, A limited number of positive COVID-19 cases amongst employees were
and bi-annually to our Board: reported during the year. All positive cases are reviewed to identify any
– Number of fatalities; themes, such as locations or functions requiring additional focus to
– Number of employee lost time incidents; and ensure controls are adequate, or if they require strengthening.
– Number of top safety risks, including breaches of our Absolute Rules. The majority of our employees (95%) continued to work effectively
After a thorough investigation, we record all fatal incidents related to and safely from home during the year and we continue to monitor the
our operations where we conclude that our controls were not operating situation. Local requirements and rules differ across our markets and in
as effectively as required and may have prevented the incident from some countries, there are regional variations. This adds to the complexity
occurring. We also consider circumstances where if our controls could as markets review control measures and plans that enable the safe return
have reasonably been enhanced, the outcome could have been different. of employees, contractors and suppliers back to their workplaces.
Each fatality is presented for review, chaired by the Group Chief Human As we continue to manage through the pandemic, we have committed
Resources Officer. We also share any lessons learned from each fatality to the following to support our employees:
across the relevant Group functions.
– All our employees will have access to physical, mental health and
Any injury is one too many and any loss of life related to our operations wellbeing support.
is unacceptable. It is therefore with great regret that there was sadly – We will continue to be flexible with our policies as required by local
one recordable fatality during the year – a road traffic incident involving conditions while exploring other policies that we could adjust/
a member of the public in Mozambique. A thorough investigation implement to support employees.
was overseen by the respective local market Chief Executive, who – Digital learning will be available to all our employees and their families.
is responsible for ensuring that the causes of the incident are widely
– Local plans will ensure all our employees have a safe place to
understood and that any necessary corrective actions are implemented.
work, whether they are working on site or at home. We will enable
This incident further reinforces our ongoing focus to reduce the number
employees to access our offices whenever possible, if that is required
of road risk related incidents, with a focus on our road safety initiatives and
to better protect their personal safety. As we maintain our guidance for
awareness campaigns within our local communities.
employees with underlying health conditions, we will ensure they are
We track and investigate incidents relating to our top risks and breaches able to engage and connect with their teams productively.
of our Vodafone Absolute Rules. During the year, 621 breaches of our
We will continue to listen to our employees and ensure they are
Vodafone Absolute Rules and 1,211 incidents relating to our top risks
consulted as part of any plans to return to the workplace. We remain
were recorded. Each incident is investigated and we seek to identify
confident that our current controls remain appropriate to look after the
the root cause and ensure suitable corrective action is taken where
health, safety and wellbeing of our people and suppliers who work on
necessary. An investigation into each incident is conducted at a scale
our sites, however will continue to assess and monitor the risks and follow
proportionate to the indicative level of risk.
local market health authority requirements as a minimum.
Read more about employee wellbeing
on page 22 and 35-37
49 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Mobiles, masts and health Human rights

The health and safety of our people, customers and the wider public is We want to make sure that we have a positive impact on people and
a priority for Vodafone. We always operate our mobile networks strictly society and bring human rights into everything we do. As a global
within national regulations, which are typically based on, or go beyond, telecommunications provider, we acknowledge that we can be faced
international guidelines set by the independent scientific body, the with human rights challenges.
International Commission for Non-Ionizing Radiation Protection (‘ICNIRP’).
Click to read our Human Rights Policy Statement
In March 2020, the ICNIRP confirmed that there are no adverse effects on vodafone.com/human-rights-policy-statement
human health from mobile networks, including from 5G frequencies if
Human rights risks
exposure is within their guidelines. This followed an extensive review of
As a telecommunications operator, our most significant human rights
scientific studies published during the last 20 years.
risks relate to our customers’ rights to privacy and freedom of expression.
As well as complying with national regulations, where Vodafone markets This is because governments in the countries where we operate have the
have rolled out 5G we have implemented a “Smart PowerLock” (‘SPL’) legal right, under certain circumstances, to impose limits on their citizens’
feature. This innovative technology, designed for use with adaptive ability to access and use digital networks and services, or to request lawful
antennas used for 5G, ensures that the transmitted radio frequency interception of citizens’ communications. Governments exercise this right
power of the antenna is always below a threshold when averaged through operators’ licence requirements. These requirements can vary
over a predefined time window. This guarantees compliance with significantly from country to country.
electromagnetic field (‘EMF’) regulations under all possible operating
Our Freedom of Expression principles, Privacy Management Policy and
conditions for 5G sites. Currently, all our markets that have rolled out 5G
Law Enforcement Assistance Policy set out our approach to managing
have activated the feature in some or all radio sites. During the last year,
these risks.
we have demonstrated the feature to regulators, to evidence compliance
with EMF regulations. The feature has been accepted as effective, even Click to read more about how we handle
in those markets (such as Italy) where EMF regulations are stricter than Law Enforcement Demands:
international science-based guidelines. vodafone.com/handling-law-enforcement-demands
COVID-19 Our approach
At the start of the COVID-19 crisis, it was regrettable that unproven, We conduct due diligence to help make sure that we respect human
unsubstantiated theories circulating primarily on social media incited rights. This year, we assessed our approach to children’s rights by
individuals to damage masts and base stations in a number of countries. piloting UNICEF’s draft revised Mobile Operators Children’s Rights
The levels of misinformation alleging links between COVID-19 and 5G Impact Assessment tool. We found areas of good practice, such as the
has reduced considerably in Europe over the past year. This is due to wide range of programmes that use technology to support the realisation
improved government public health communications; effective policing of children’s rights. But there is still more to do to make sure our internal
from both law enforcement and regulators; improved public education; policies consistently reflect our commitment to children.
and social media platforms taking action. We have supported all these
We also commissioned external expert guidance on heightened
actions, both at a global level and in markets where the misinformation
due diligence needed when operating in higher-risk countries such as
has encouraged criminal action.
those affected by conflict. For example, risks to free expression can be
Vodafone markets have used a common strategy to rebut the particularly pronounced in countries which are politically unstable or
misinformation and condemn arson attacks on our base stations. going through a time of transition such as an election.
The most recent wave of misinformation and criminal damage was
Governance
in South Africa, in January 2021. By reacting swiftly in partnership
The Group’s External Affairs Director oversees Vodafone’s human rights
with other operators, and providing clear messages that there is no
programme and is a member of the Executive Committee. A senior
scientific evidence to link the spread of COVID-19 to 5G, we limited
human rights manager manages our programme, with the support of a
further damage.
cross-functional internal Human Rights Advisory Group, comprising senior
Science monitoring managers responsible for: privacy, security, responsible sourcing, and
There has been scientific research on mobile frequencies for decades. diversity and inclusion, amongst others. We report regularly on our
Scientific reviews have made a vital contribution to establishing industry progress to the Reputation and Policy Steering Committee.
guidelines and standards. We follow the results of these independent
Collaboration
expert reviews to understand developments in scientific research related
Global business’ understanding of human rights impacts continues to
to mobile devices, base stations and health. We consider the opinions of
mature. We play our part in the debate by collaborating and learning from
panels commissioned by recognised national or international health
others to improve our approach: we are an active member of the Global
agencies such as the World Health Organization (WHO), the European
Network Initiative, alongside other initiatives such as the United Nations
Commission’s Scientific Committee on Health, Environmental and
B-Tech Project which convenes business, civil society and government to
Emerging Risks (SCHEER) and the International Commission on
advance implementation of the UN Guiding Principles in the tech sector.
Non-Ionizing Radiation Protection (ICNIRP).
Operating model
We have robust governance mechanisms in place and conduct regular
compliance assessments to ensure that our masts and devices meet
the standards set by the Group policy and national regulations. We also
conduct network measurements and calculations of EMF exposure from
the network masts, and review the test reports we receive on EMF testing
on devices. With travel restrictions due to the COVID-19 crisis, we have
found new and innovative ways to carry out remote checks on labs that
carry out EMF tests on devices. With the use of cameras and one on-site
resource, we have successfully checked four labs in China remotely and
audited one European lab in person as normal.
50 Vodafone Group Plc
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Responsible business (continued)

Responsible supply chain Governance

We spend approximately €24 billion a year with around 10,500 direct The Group Chief Financial Officer oversees our supply chain and is a
suppliers around the world to meet our businesses’ and customers’ member of the Executive Committee and Board. Reporting to the Chief
needs. The majority of our external spend is with suppliers that provide Financial Officer, the Chief Executive Officer of the Vodafone Procurement
us with network infrastructure, IT and related services, fixed lines, mobile Company is responsible for the implementation of our Code of Ethical
masts and data centres that run our networks. Purchasing. Progress is reported regularly to the Vodafone Procurement
Company Board meeting. Procurement is a highly centralised function
Supply chain risks within the business and approximately three quarters of our external
The main areas of risk in our supply chain relate to three key areas: spend is managed by VPC. This enables us to maintain a consistent
health and safety matters related to non-compliant fire safety measures; approach to supplier management and makes it easier to monitor
excessive working hours due to needing better demand management; and improve supplier performance across our markets.
and environmental matters related to non-compliant chemical storage
and lack of carbon reduction programmes. This year they made up
74% of all non-compliances found in our supply chain through our Business integrity
assessments. Suppliers that do not meet our standards are provided
with a corrective action plan to address any areas for improvement We are committed to ensuring that our business
and are required to submit evidence that this has been completed. operates ethically, lawfully and with integrity wherever
Policy
we operate as this is critical to our long-term success.
Every supplier that works for Vodafone is required to comply with
our Code of Ethical Purchasing. These commitments extend down Tax and economic contribution
through the supply chain so that a supplier with which we have a direct As a major investor, taxpayer and employer, we make a significant
contractual relationship (Tier 1 supplier) in turn is required to ensure contribution to the economies of all the countries in which we operate.
compliance across its own direct supply chain (Tier 2 supplier from In addition to direct and indirect taxation, our financial contributions to
Vodafone’s perspective) and beyond. The Code of Ethical Purchasing is governments also include other areas such as radio spectrum fees and
based on international standards including the Universal Declaration of auction proceeds.
Human Rights and the International Labour Organization’s Fundamental Tax transparency
Conventions on Labour Standards. It stipulates the social, ethical, and Our most recent tax report sets out our total contribution to public
environmental standards that we expect, including areas such as child finances on a cash-paid basis for both 2019 and 2020. In 2020, we
and forced labour, health and safety, working hours, discrimination and contributed – directly and indirectly – more than €12.4 billion to public
disciplinary processes. finances worldwide, compared with €12.7 billion in 2019. The year-on-
Click here to read our Code of Ethical Purchasing: year decrease was due to lower direct taxes outside of Europe and
vodafone.com/code-of-ethical-purchasing currency devaluations in some of our markets. In 2020, we paid nearly
€2.6 billion in direct taxes, including more than €1.0 billion in corporate
Our approach income taxes, nearly €2.3 billion via non-taxation based revenue
When new suppliers tender for work, they are asked to demonstrate mechanisms, such as payments for the right to use spectrum, and
policies and procedures that support safe working, diversity in the collected €7.5 billion of indirect taxes for governments around the world.
workplace and to address carbon reduction, renewable energy, plastic
reduction, circular economy and product life-cycle which account for Acting with integrity in the creation and execution of our tax strategy,
up to 20% of the overall evaluation criteria. Suppliers are assessed on policies and practices is absolutely core to our approach to tax, as is our
their commitment and performance towards diversity & inclusion (5%), commitment to transparency. We disclose our financial contributions to
the environment (5%) and health & safety (10%) in categories where governments at a country level, as we believe this is an important way to
there is a safety risk. demonstrate that it is possible to achieve an effective balance between
a company’s responsibilities to society as a whole, through the payment
Our requirements are backed up by risk assessments, audits and of taxes (and other government revenue-raising mechanisms), and its
operational improvement processes, which are included in suppliers’ obligations to its shareholders. The information we share aims to help
contractual commitments. Some site audits are conducted under our stakeholders understand our approach, policies and principles.
the Joint Audit Cooperation (‘JAC’) initiative, an association of
telecommunications operators established to improve ethical, labour and We also share our views on key topics of relevance, including the
environmental standards in the ICT supply chain, which Vodafone chairs. latest on the taxation of the digital economy, as well as publishing
This year, 76 site assessments were conducted (either by Vodafone or our OECD country-by-country disclosure, as submitted to the UK’s
through JAC). tax authority (HMRC).
Vodafone has continued to promote Trust Your Supplier (‘TYS’). This is Our tax report for 2021 will be published in the next year following the
a cross-industry initiative that utilises block chain and external verifiers submission of our tax returns and payment of all applicable taxes.
to evaluate supplier compliance against a number of risk areas. This Click to read more about tax and our total economic
increases the accuracy of vetting compliance for our supply base and contribution to public finances: vodafone.com/tax
also means suppliers only need to go through the process once. We
have a target to on-board over 50% of suppliers by total spend onto the
TYS solution by the end of FY22. We currently have 7% of suppliers by
total spend on-boarded, with a further 25% already having confirmed
they will on-board over the next year.
We report on our approach to preventing modern slavery and human
trafficking in our business and supply chain in our annual Modern
Slavery Statement.
Click here to read our Modern Slavery Statement:
vodafone.com/modern-slavery-statement
51 Vodafone Group Plc
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Anti-bribery and corruption The bribery risks we face are constantly evolving. The table below
At Vodafone, we support and foster a culture of zero tolerance towards summarises the principal risk categories and the mitigation
bribery or corruption in all our activities. measures adopted.
Risk Response
Our anti-bribery policy
Our policy on this issue is summarised in our Code of Conduct and states Operating in We undertake biennial risk assessments in each of our local
that employees or others working on our behalf must never offer or high-risk markets operating companies and at Group level, so we can understand
and limit our exposure to risk.
accept any kind of bribe.
Business Anti-bribery pre and post due diligence is carried out on a target
Our anti-bribery policy is consistent with the UK Bribery Act and the acquisition and company. Red flags identified during the due diligence process
US Foreign Corrupt Practices Act, and provides guidance about what integration are reviewed and assessed. Following acquisition, we implement
constitutes a bribe and prohibits giving or receiving any excessive or our anti-bribery programme.
improper gifts and hospitality. Any policy breaches can lead to dismissal Spectrum To reduce the risk of attempted bribery, a specialist spectrum
or termination of contract. licensing policy team oversees our participation in all negotiations and
auctions. We provide appropriate training and guidance for
Facilitation payments are strictly prohibited and our employees are employees who interact with government officials on
provided with practical training and guidance on how to respond to spectrum matters.
demands for facilitation payments. The only exception is when an Building and Our anti-bribery policy makes it clear that we never offer any
employee’s personal safety is at risk. In such circumstances, when a upgrading form of inducement to secure a permit, lease or access to a site.
payment under duress is made, the incident must be reported as soon networks We regularly remind all employees and contractors in network
as possible afterwards. roles of this prohibition, through tailored training sessions
and communications.
One of the ways to help the fight against COVID-19 is through charitable
Working with Suppliers and other relevant third parties working for or on
donations and contributions, either monetary or in kind. We have issued behalf of Vodafone, must comply with the principles set out in
third parties
guidance to all markets and Foundations to assist them in their assessment our Code of Conduct and Code of Ethical Purchasing, as well
of different initiatives, to ensure donations are given in line with our policies. as have programmes in place to ensure suppliers’ employees
and contractors are aware of these policies. Third-party due
To support our approach, Vodafone is also a member of Transparency diligence is completed at the start of our business relationship
International UK’s Business Integrity Forum. with suppliers, other third parties and partners. Through their
contracts with us, our suppliers, partners and other third parties
Governance and risk assessment make a commitment to implement and maintain proportionate
Our Chief Executive and Executive Committee oversee our efforts to and effective anti-bribery compliance measures.
prevent bribery. They are supported by local market chief executives, We regularly remind current suppliers of our policy
who are responsible for ensuring that our anti-bribery programme is requirements and complete detailed compliance assessments
implemented effectively in their local market. They in turn are supported across a sample of higher-risk and higher-value suppliers.
by local specialists and by a dedicated Group team that is solely focused Select high-risk third parties are trained to ensure awareness
on anti-bribery policy and compliance. The Risk and Compliance of our zero-tolerance policy.
Committee assists the Executive Committee in fulfilling duties with Winning and We provide targeted training for our Vodafone Business and
regards to risk management and policy compliance. retaining business Partner Markets sales teams. In addition, we also maintain
and monitor a global register of gifts and hospitality to ensure
As part of our anti-bribery programme, every Vodafone business must that inappropriate offers are not accepted or extended by
adhere to minimum global standards, which include: our employees.
– ensuring there is a due diligence process for suppliers and business
partners at the start of the business relationship; Assurance
Implementation of the anti-bribery policy is monitored regularly in all
– completion of the global e-learning training for all employees, as well
local markets as part of the annual Group assurance process, which
as tailored training for higher risk teams; and
reviews key anti-bribery controls. The assurance programme was
– using Vodafone’s global online gift and hospitality registration platform, modified during the last financial year due to travel restrictions and
as well as ensuring there is a process for approving local sponsorships instead of local market visits, guided self-assessments were undertaken
and charitable contributions. in Albania, Turkey, South Africa, Mozambique and the DRC. There were
Engaging employees to raise awareness of bribery risk no emerging or consistent themes from the reviews undertaken and
We run a multi-channel high profile global communications programme, all identified areas for improvement have action plans to improve the
Doing What’s Right, to engage with employees and raise awareness and control environment and anti-bribery programme. As we adjust our way
understanding of the policy. The Doing What’s Right programme also of conducting assurance to the new environment, the assurance plan
features e-learning training, which includes a specific anti-bribery module. for the coming year will include thematic reviews across the key areas
The next module, DWR 3.0, will be launched in 2021 and is a video-based of high risk sales intermediaries and representatives and training to high
module requiring employees to identify risks they see playing out in the risk employees. Internal Audit will also undertake a programme of audits
conversations on screen. This will be an engaging and interesting way to covering the anti-bribery programme in a number of local markets in
raise awareness of bribery risks in the everyday activities of employees. Vodafone and Vodacom.
52 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Non-Financial information

Non-financial information statement

The table below outlines where the key content requirements of the non-financial information statement can be found within this document
(as required by sections 414CA and 414CB of the Companies Act 2006).
Vodafone’s sustainable business reporting also follows other international reporting frameworks, including the Global Reporting Initiative,
the SASB Standards, CDP and GHG Reporting Protocol.
Click to download our ESG Addendum:
investors.vodafone.com/esgaddendum
Click to read our SASB disclosures:
investors.vodafone.com/sasb

Reporting requirement Vodafone policies and approach Section within Annual Report Page(s)
Environmental matters Planet performance Planet 38-40
Climate change risk Risk management 53-61
Employees Code of Conduct Responsible business and anti-bribery 43, 51
and corruption
Occupational health and safety Health and safety 47-48
Diversity and inclusion Workplace equality 36-37
Social and community matters Driving positive societal transformation Inclusion for All 34-37
performance
Digital Society 41-42
Stakeholder engagement Stakeholder engagement 12-13
Mobiles, masts and health Mobiles, masts and health 49
Human rights Human rights approach Human rights 49
Code of Ethical Purchasing Responsible supply chain 50
Modern Slavery Statement Responsible supply chain 50
Anti-bribery and corruption Code of Conduct Responsible business 43
Anti-bribery policy Anti-bribery and corruption 51
Speak Up process Responsible business 43
Policy embedding, due diligence and outcomes Purpose, sustainability and responsible business 32-51
Risk management 53-61
Description of principal risks and impact of business activity Risk management 53-61
Description of business model Business model 16
Non-financial key performance indicators Financial and non-financial performance 4-5
Purpose, sustainability and responsible business 32-51

UK Streamlined Energy and Carbon Reporting (‘SECR’)

In accordance with SECR requirements, this provides a summary of GHG emissions and energy data for Vodafone UK, in comparison with
global performance.
Global (excluding
Vodafone UK) Vodafone UK

Scope 1 GHG emissions (m tonnes CO2e) 0.25 0.02

Scope 2 market-based GHG emissions (m tonnes CO2e) 1.06 0.04
Scope 2 location-based GHG emissions (m tonnes CO2e) 1.89 0.14
GHG emissions per petabyte (‘PB’) of mobile data carried (tonnes of CO2e) 122 59
Total energy consumption (GWh) 5,131 701
53 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Risk management

Managing uncertainty
in our business
Managing risks and uncertainty is an integral part Managing our risks
of successfully delivering on our strategic objectives. During the risk evaluation phase, we assign each of our risks to a category
We have embedded a global risk management (strategic, technological, operational or financial – see next page) and
framework which aims to ensure consistency and identify the source of the threat (internal or external). This approach
enables a better understanding of how we should treat the risk and
the right level of oversight is provided across both ensure the right level of oversight and assurance is provided. The assigned
Group entities and our local markets. executive risk owners are accountable for confirming adequate controls
are in place and that the necessary treatment plans are implemented
Identifying our risks to bring the risk within an acceptable tolerance. We continue to monitor
All local markets and Group entities identify and assess risks which the status of risk treatment strategies across the year and hold in-depth
could affect the local strategy and operations. A consolidated list of reviews of our risks.
these risks is then presented to a selection of Group senior leaders and
For each of the principal risks, we also develop severe but plausible
executives, alongside the outputs from an external environment scan and
scenarios which provide additional insights into possible threats and
specialised risk focus groups. Applying a Group-wide perspective, these
enable a better risk treatment strategy. Scenarios are also used for the
executives evaluate and determine our top risks and which emerging risks
purpose of assessing our viability.
warrant further exploration. The proposed principal risks, emerging risks
and risk watchlist are defined and agreed by our Executive Committee Read more about our viability statement
(‘ExCo’) before being submitted to the Audit and Risk Committee and the on page 61
Board for the final challenge and approval.
The diagram below shows a simplified, high-level governance structure
for risk management.

Overview of risk governance structure

Board/Audit and Risk Committee

Assurance
Provides oversight for the Vodafone Group Business assurance
functions
Review and provide
Risk and Compliance Group risk team Group risk owners assurance over business
Committee – Responsible for the – ExCo risk owners controls for the Group and
– Reviews principal application of the global risk have responsibility local markets
and emerging risks management framework for management
– Reviews effectiveness – Supports the Board/ExCo of the risk assigned Internal Audit
of risk management by creating programmes to to them Support the Audit and Risk
across the Group strengthen our risk culture – Senior executive risk Committee in reviewing
Vodafone Group champions identify the effectiveness of the risk
and implement management framework
mitigating actions and individual risks

Local oversight committees

Provide oversight for the local risk management programme
Local markets or
Group entity
Local market CEOs
Set local objectives, identify priority risks and alignment tolerance levels with the Vodafone
Group guidance

Local risk owners

Senior managers in local management teams responsible for local risks and the local risk
programme to manage, measure, monitor and report on the risks

Local risk managers

Contact point for each market/entity on risk, facilitate all activities as defined by the global risk
management framework
54 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Risk management (continued)

Risk categorisation and interdependencies Principal risks

We continue to consider risks both individually and collectively in order to fully understand
our risk landscape. By analysing the correlation between risks, we can identify those that Cyber threat and
have the potential to impact or increase other risks and therefore are weighted appropriately. information security
This exercise informs our scenario analysis, particularly the combined scenario used in the
Description
Long-Term Viability Statement.
An external cyber-attack, insider threat or
Read more about our viability statement supplier breach could cause service interruption
on page 61 or the loss of confidential data. Cyber threats
could lead to major customer, financial,
Strategic
reputational and regulatory impacts.
The influence of stakeholders and industry players on our business and our response to them:
A Geo-political risk in the supply chain Change in
risk profile
B Adverse political and regulatory measures
C Market disruption Risk owner Group Technology Officer
D Disintermediation and failure to innovate
Our strategy
Financial
Our financial status, standing and continued growth:
E Global economic disruption Mitigation activities
We have a risk-based approach to managing
Technological cyber security. We actively identify risks and
threats, design layers of control and implement
The network, IT systems and platforms that support our business and the data they hold: controls across all parts of the Company. The
F Cyber threat and information security approach balances controls that prevent the
G Technology failures majority of attacks, detect events and respond
quickly to reduce harm.
Operational Target tolerance
Security underpins our company purpose to
The ability to achieve our optimal business model:
enable connectivity in society and maintain our
H Strategic transformation customers’ trust. A breach with material adverse
I Legal and regulatory compliance customer, reputation, financial or regulatory
J IT transformation impact is outside our risk tolerance. We will
never be fully immune to cyber-attacks,
Op however, layers of effective controls will
ic er
eg B a reduce the likelihood and impact.
at

I
tio
Str

Scenario
na
l

A H Each year we model a severe but plausible

C
scenario. These have included attacks on core
J infrastructure, a bulk data breach and loss of
D major customer facing systems. We perform
regular cyber crisis simulations with senior
management in our markets and Group
F functions using a tailored set of scenarios.
Emerging threats
E Cyber risk is constantly evolving in line with
technological and geo-political developments.
Tec

ial

G We anticipate threats will continue from existing

hn

nc

lo a
gic Fin sources, but also evolve in areas such as 5G, IoT,
o

al
vendor software integrity, quantum computing
and the use of AI and machine learning.

Key: External Internal Bidirectional Unidirectional Read more about cyber security
on pages 45-47

Risk profile change Our strategy

Increasing Customer commitments Enabling strategies
Best connectivity products & services Simplified & most efficient operator
Decreasing
Leading innovation in digital services Social contract shaping digital society
Stable
Outstanding digital experiences Leading gigabit networks
55 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Geo-political risk Adverse political and

Strategic transformation
in supply chain regulatory measures
Description Description Description
Our operation is dependent on a wide range of Adverse political and regulatory measures Failure to execute our strategy as described on
global suppliers. Disruption to our supply chain impacting our strategy could result in increased pages 18 to 20 including on organisational
could mean that we are unable to execute costs, create a competitive disadvantage transformation and portfolio activity (such as
our strategic plans, resulting in increased cost, or have negative impact on our return on integrations, mergers or separations) could result
reduced choice and network quality. capital employed. in loss of business value and additional cost.

Change in Change in Change in

risk profile risk profile risk profile
Risk owner Group External Affairs Director Risk owner Group External Affairs Director Risk owner Group Technology Officer and
and Chief Financial Officer Group Chief Commercial Officer

Our strategy Our strategy Our strategy

Mitigation activities Mitigation activities Mitigation activities

Partial mitigation can be achieved through We actively address issues openly with policy We have specialist teams executing and
close monitoring of the political situation around makers and regulatory authorities to find monitoring our organisational transformation
key suppliers, engagement with governments, mutually acceptable ways forward. As a and portfolio activities. We also have robust
experts and equipment vendors. This enables last resort we uphold our rights through governance structures in place to protect the
Vodafone to respond accordingly and to legal means. Group’s interests.
ensure compliance with the latest regulations,
Target tolerance Target tolerance
economic sanctions and trade rulings. Broader
To have strategies that are based on We are executing our programmes effectively
issues of international politics which strongly
common objectives with political, policy to maximise synergies/benefits realisation;
influence the level of risk are, and will remain,
and regulatory stakeholders to reduce the optimising cost and increasing speed of
outside Vodafone’s control.
risk that our business could be undermined delivery, while ensuring our core organisation
Target tolerance by unpredictable and disproportionate political and cultural values remains safeguarded
The existence of a broader range of scale and regulatory environments and interventions. throughout.
suppliers of key equipment. A multi-vendor
Scenario Scenario
strategy in place across our markets to mitigate
Exposure to additional liabilities by regulatory The inability to achieve the expected benefit
against supply chain disruption.
authorities or if tax laws were to adversely through transformation activities whilst evolving
Scenario change in the markets in which we operate. to the new generation connectivity and digital
Disruption to our supply chain due to services provider for Europe & Africa.
Emerging threats
geo-political decisions affecting our ability
Regulation is becoming geographically Emerging threats
to select or continue to use equipment from
diverse with increases in protectionist The increased pace of change in the
specific vendors or decisions that affect trade
behaviours and fragmented regulation. organisation means we have to maintain the
and supply chains.
Additionally, governments could seek to required culture and skillset to support our
Emerging threats recover the costs of the COVID-19 pandemic transformational initiatives. Externally, as
We operate in a global environment where through tax increases. customer behaviours and their preferences
political landscape changes could influence change, we might have to accelerate or adapt
our operations. The increasing political tension our transformation programmes.
between the US and China shows no sign of
easing and this presents a potentially significant
risk to our supply chain and customer base.

Risk profile change Our strategy

Increasing Customer commitments Enabling strategies
Best connectivity products & services Simplified & most efficient operator
Decreasing
Leading innovation in digital services Social contract shaping digital society
Stable
Outstanding digital experiences Leading gigabit networks
56 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Risk management (continued)

Global economic disruption Technology failures Market disruption

Description Description Description

A global economic crisis could result in reduced Network, system or platform outages resulting New telecoms entering the market could
telco spend from businesses and consumers, as from internal or external events could lead to lead to significant price competition and
well as limit our access to financial markets and reduced customer satisfaction, reputational lower margins.
availability of liquidity, increasing our cost of damage and/or regulatory penalties.
capital and limiting debt financing options.

Change in Change in Change in

risk profile risk profile risk profile
Risk owner Chief Financial Officer Risk owner Group Technology Officer Risk owner Group Chief Commercial Officer

Our strategy Our strategy Our strategy

Mitigation activities Mitigation activities Mitigation activities

We have a relatively resilient business model. Unique recovery targets are set for critical We closely monitor the competitive
Our offers are competitive in the markets assets to limit the impact of service outages. environment in all markets and react
in which we operate. We are supporting our A global policy supports these targets with appropriately to both consumer and
business customers’ efficiencies through our requisite controls to provide effective resilience. business needs. We have launched ‘second’
innovative products. We have a long average brands in a number of markets to compete
Target tolerance
life of debt which minimises refinancing more effectively and efficiently in the value
Our customer promise is based on reliable
requirements, and the vast majority of our segment. Alongside our speed-tiered, unlimited
availability of our network; therefore, the
interest costs are fixed. data plans, we are now competing effectively
recovery of key mobile, fixed, IT services
across all segments of the markets in which
Target tolerance and platforms must be fast and robust.
we operate.
Conservative management of the balance
Scenario
sheet to avoid potential consequences of Additionally, we evolve our offers and
We have a low tolerance to network, IT or
unstable economic conditions. Access to adopt agile commercial models to mitigate
platform disruptions which cause significant
sufficient liquidity at favourable terms. competitive risks using simple, targeted
impact to our customers.
offers, smart pricing models and differentiated
Scenario
Emerging threats customer experience.
A severe contraction in economic activity leads
Potential impact of an increase in extreme
to lower cash flow generation for the Group and Target tolerance
weather events caused by climate change
disruption in global financial markets impacts Our tolerance focus is on the loss of market
may increase the likelihood or frequency of
our ability to refinance debt obligations as they value or market share or margin resulting from
technology failure.
fall due. competitor pricing or new market entrants.
New assets inherited from acquired businesses
Emerging threats Scenario
may not be aligned to our target resilience
Because this is an externally driven risk, the Aggressive pricing, accelerated customer
level which may increase the likelihood of a
threat environment is continually changing. losses to MVNO (Mobile Virtual Network
technology failure.
Operator) and disruptive new market entrants
External factors such as the COVID-19
in key European markets result in greater
pandemic or a potential sovereign debt crisis
customer churn and pricing pressures
could have future impacts on economic activity
impacting our financial position.
across our markets. The financial markets are
currently experiencing high levels of volatility Emerging threats
and sovereign debts levels have reached record Emerging threats depend on individual market
levels. These could lead to a significant change structures and the competitive landscape.
in the availably and cost of financing.

Risk profile change Our strategy

Increasing Customer commitments Enabling strategies
Best connectivity products & services Simplified & most efficient operator
Decreasing
Leading innovation in digital services Social contract shaping digital society
Stable
Outstanding digital experiences Leading gigabit networks
57 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Disintermediation and Legal and regulatory

IT transformation
failure to innovate compliance
Description Description Description
Failure in product innovation or ineffective Failure to comply with laws and regulations Failure to design and execute IT transformation
response to threats from emerging technology could lead to a loss of trust, financial penalties of our legacy estate could lead to business loss,
or disruptive business models could lead to a and/or suspension of our licence to operate. customer dissatisfaction or reputational exposure.
loss of customer relevance, market share and
new/existing revenue streams.

Change in Change in Change in

risk profile risk profile risk profile
Risk owner Group Chief Commercial Officer Risk owner Group General Counsel and Risk owner Group Technology Officer
Company Secretary

Our strategy Our strategy Our strategy

Mitigation activities Mitigation activities Mitigation activities

We continually strive to introduce innovative We have subject matter experts and a robust Through the assessment of the design
propositions and services, which enable us to policy and control compliance framework. and operating effectiveness of the controls,
deepen customer engagement. We are focused we identify the relevant risks for the IT
We train our employees in ‘Doing What’s Right’.
on simplifying our product portfolio, improving programmes to determine whether they
These training and awareness programmes set
our operating model and processes, and are being effectively mitigated. Where gaps
out our ethical culture across the organisation
accelerating our digital transformation, in order are identified, recommendations for mitigation
and assist employees to understand their role
to offer the best customer experience. are raised and followed up to make sure
in ensuring compliance.
programmes are effectively de-risked.
Target tolerance
Target tolerance
Offer a superior customer experience and Target tolerance
We seek to comply with all applicable laws and
continually improve our offering through a Deliver IT transformation programmes with
regulations in all our markets.
wide range of innovative products and services. the correct mix of efficient systems, relevant
We also develop innovative new products and Scenario skills and digital expertise in alignment with
explore new growth areas to continue to meet Breaches of legal compliance could lead to the original planned spend, timelines and
our customers’ needs. reputational damage, investigation costs, business benefits.
fines and/or personal sanctions.
Scenario Scenario
Large technology players invest on products Emerging threats Failure to deliver business benefits causes cost
impacting our customer relationships, Changes to our operating model could require escalation, budget overruns and increased
cannibalising existing revenues and limiting us to adapt our compliance and risk processes. customer dissatisfaction which could negatively
future growth opportunities in digital services In addition, ongoing changes to workplace impact our financial performance.
in Vodafone Business. dynamics and demographics may challenge
Emerging threats
our control environment.
Emerging threats Long implementation timelines of
Emerging risks span both Consumer and Read more about our Code of Conduct transformation programmes and rapidly
Business segments. In the Consumer segment, and Speak Up policy on page 43 changing market conditions pose a risk that
growing choice of communication solutions programme original scope and objectives might
could threatening our core, while streaming not be valid to achieve the expected business
services could threatening our TV business. In benefits defined at the outset of the programme.
the Business segment, large technology players Ongoing changes to the organisation strategy
could attempt to move up further along the might also have an impact on transformation
telecommunication sectors value chain. programmes which might need to adjust scope
and objectives therefore increasing the risk of
time and cost overruns.

Risk profile change Our strategy

Increasing Customer commitments Enabling strategies
Best connectivity products & services Simplified & most efficient operator
Decreasing
Leading innovation in digital services Social contract shaping digital society
Stable
Outstanding digital experiences Leading gigabit networks
58 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Risk management (continued)

Brexit
Key changes to our principal risks: The EU-UK Trade and Cooperation Agreement, which came into effect
– The Adverse political and regulatory measures risk has on 1 January 2021, provides greater clarity on the trading relationship
reduced, as we continue to build relationships with governments between the UK and the EU. Vodafone’s cross-functional steering
and key stakeholders through our social contract. However, against committee established early in the Brexit process identified risks and
the backdrop of COVID-19, we continue to monitor for any changes produced a comprehensive mitigation plan. Since the signing of the
in tax regulation. agreement, any outstanding risks have been managed by operational
– The Technology failure risk has reduced as more of our markets teams. The impact of the agreement, and any legal challenges to
achieve the set recovery targets. elements of the agreement, continue to be monitored, with further
– The Global economic disruption risk has reduced due to mitigations put in place where necessary.
telecommunications proving resilient during the COVID-19
pandemic. We anticipate a similar trend for FY22. However, the
full effect of this risk could be delayed, and the risk might increase Emerging risk
over a longer time horizon. We face a number of uncertainties where an emerging risk may
– We have split the IT transformation risk from our Digital potentially impact us in the longer term. In some cases, there may be
transformation risk. insufficient information to understand the likely scale, impact or velocity
– We anticipate additional changes to risk exposure as we become of the risk. We also might not be able to fully define a mitigation plan until
a new generation connectivity and digital services provider we have a better understanding of the threat.
for Europe & Africa. For this reason, we have expanded the We continue to identify new emerging risk trends, using the input from
Strategic transformation risk to include all portfolio related analysis of the external environmental as well as internal participation
changes (integration, mergers, separations) including the from key stakeholders.
transformation to our operating model.
– We have renamed the Disintermediation risk to include Using the identified emerging risks, we evaluate the impact and the effect
‘failure to innovate’ to focus on our success to innovate as well it would have on our organisation (including the changes to our principal
as external disintermediation threats. risks). The sub-set of our latest emerging risks are:
– Additional regulations or investor pressure brought on by
Environmental, Social and Governance (‘ESG’) requirements;
Watchlist risk – Depopulation of city centres;
Our watchlist risk process enables us to monitor material risks to – Ageing population; and
Vodafone Group which fall outside of our top 10 principal risks list.
– Next-generation digitalisation.
These include, but are not limited to:
EMF (Electromagnetic Field)
This risk can be broken down into three areas: Strengthening our framework
– failure to comply with national legislation or international guidelines set Over the course of the year, we have:
by the International Commission on Non-Ionizing Radiation Protection – Continued to improve our process for the identification and
(‘ICNIRP’) as it applies to EMF, or failure to meet policy requirements; assessment of emerging risks;
– the risk arising from concerted campaigns or negative community – Further enhanced the process of collecting key risk indicators
sentiment towards location or installation of radio base stations, and monitoring early-warning signals in both the internal and
resulting in planning delays; and external environment;
– changes in the radio technology we use or the body of credible – Continued to align with the TCFD recommendations for climate-
scientific evidence which may impact either of the two risks above. related risks and opportunities; and
We have an established governance for EMF risk management – Defined a more dynamic approach to risk identification, assessment
(a Group leadership team that reports to the Board, and a network and escalation.
of EMF leaders across all markets). The EMF task group, which was set
up in FY20 to focus on assessing and reporting on the impact of 5G on
EMF, has merged with the Group leadership team. The Group leadership
team continues to update the Executive Committee twice a year on the
impact of EMF restrictions in those markets with limits that do not align
with international, science-based guidelines, as well as coordinating
engagement with policy makers relating to 5G and EMF and assessing
the impact of social media campaigns on public concern.
Vodafone continues to advocate for national EMF regulations to be
harmonised with international guidelines. The 2020 updated guidelines
from ICNIRP confirmed that there are no adverse effects on human
health from 5G frequencies if exposure is within their guidelines. Vodafone
always operates its mobile networks strictly within national regulations,
which are typically based on, or go beyond, ICNIRP’s guidelines, and we
regularly monitor our operations in each country to meet
those regulations.
Read more about EMF
on page 49
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Annual Report 2021 Strategic report Governance Financials Other information

TCFD disclosure Risk management

We recognise that climate change poses a number of physical We have continued to align the climate-related risk management process
(i.e. caused by the increased frequency and severity of extreme with the global risk management framework. The following data sources
weather events) and transition-related (i.e. economic, technology were used for this year’s process:
or regulatory challenges related to moving to a greener economy) – Climate-change publications and data;
risks and opportunities for our business. As part of our commitment to – Relevant literature on the potential impacts of climate change on the
operate ethically and sustainably, we are dedicated to understanding ICT sector;
climate-related risks and opportunities and embedding responses to – Guidance from TCFD on potential risks and opportunities; and
these into our business strategy and operations. We are aligning internal
– CDP (formerly Carbon Disclosure Project) data and disclosures from
processes with the recommendations of the Task Force on Climate-related
other companies in the ICT sector.
Financial Disclosures (‘TCFD’). The summarised progress is detailed in this
section as we aim to be fully aligned by 2022. We evaluated the materiality of the identified risks and opportunities by
assessing their likelihood and impact using our global risk management
More in-depth information on our work to date on climate-related risks
framework. This process helped us determine the relative significance of
and opportunities, as well as further plans as we continue the TCFD
the climate-related risks in relation to other risks. We are currently working
programme can be found in our first standalone TCFD report.
to further embed applicable climate-related risks, controls and monitoring
Click to read our TCFD report: metrics into our risk management framework using our emerging
investors.vodafone.com/tcfd risks process.

Governance Metrics and targets

The Group External Affairs Director, a member of the Group Executive We use a wide variety of metrics to measure climate-related current
Committee, is the executive-level sponsor for the Planet agenda as part and potential impact. We have been measuring and reporting on energy
of our purpose-led strategy (pages 38-40) and has overall accountability and carbon emissions since 2001. In addition, we have set a number of
for the climate change action within the Group. This includes providing ambitious targets to manage climate-related risks and reduce our impact
updates to the Board on the progress towards our climate-related on the environment, such as reaching ‘net zero’ emissions across our
goals. In addition, at the 2020 AGM shareholders approved the current full value chain by 2040 and purchasing 100% renewable electricity
Remuneration Policy which incorporates our environmental, social and in Europe by July 2021, and all markets by 2025. We constantly review
governance (‘ESG’) priorities in the executive long-term incentive plan. whether any additional metrics and key risk indicators can be identified
For FY21, this measure included a specific greenhouse gas reduction to measure and manage climate-related risks, and track and act on the
ambition linked to our 2025 target of reducing our emissions by 50% opportunities resulting from the impact of climate change.
from the FY17 baseline. More details can be found in the Directors’
Remuneration Report on pages 82-103. Further details on how TCFD is
managed at Group and in key markets are available in our TCFD Report. Material risks and opportunities
Physical risks:
Strategy – Damage to infrastructure caused by increasing frequency
This year, we have made progress in understanding the current and severity of extreme weather events, including wildfires,
and potential climate-related impacts on our business, strategy, flooding, storms
and financial planning. – Damage to infrastructure caused by sea level rise
– Interruption or reduction in the quality of our wireless services due
We have adopted three scenarios in line with the Bank of England’s to increased precipitation
reference climate scenarios as outlined in their consultation document
released in December 2019. This year, we conducted the required Transition risks:
assessments to quantify the business impacts of all material climate- – Changing consumer preferences impacting our revenues and
related risks under each scenario and over different time horizons to market share
better understand the financial impact on our business. – Increasing energy consumption due to increased global temperatures
To continue our TCFD programme, we will use the outputs of the scenario – Changing cost of carbon impacting costs to meet Vodafone’s net
analysis to assist us in either adjusting or introducing policies, as well as zero target
considering the available opportunities. We continue to review each – Increasing risk of litigation around climate action
material climate-related risk and opportunity and build mitigation – Increase in carbon taxation
strategies to improve the resilience across our infrastructure portfolio – Changes in regulation over infrastructure efficiency
and our key markets.
Opportunities:
– Change in market valuation as a result of changing investor
expectations with regard to climate change and Vodafone’s
ESG performance
– Change in the availability and cost of capital impacted by
sustainability performance
– Increasing consumer attractiveness and ability to meet net
zero targets through increased energy efficiency of products
and services
60 Vodafone Group Plc
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Risk management (continued)

COVID-19 to an expected increase in spending, once countries begin to exit

lock-downs. These inflation expectations can drive interest rates higher,
The vital role telecommunications companies play in which can make long-term borrowing more expensive.
society has become more evident during the COVID-19 Commercially, the biggest impact was related to our roaming and visitor
pandemic. Telecommunications services are critical in revenue, however, we expect this to recover as vaccinations programmes
enabling people to work remotely, allowing businesses are successful and travel restrictions are lifted. We anticipate that as
to remain operational, supporting emergency services furlough and other government support schemes start to be withdrawn,
and government responses, and providing access to there might be a decrease in our customers’ spending power.
online education. Through our infrastructure, we have Technological
kept people and societies connected. We have seen a significant increase in data usage during the pandemic
and therefore, we have focused on our capacity management processes.
We have closely monitored the evolution of COVID-19 as it has continued Additionally, some of our local markets operate critical national infrastructure
to impact different countries to varying degrees over time and adapted which was increasingly needed during the pandemic, and we made sure
our risk profile as required. We continue to maintain close contact with that we implemented mitigations to better support our infrastructure.
local health authorities and government agencies in all of our geographies,
so that we minimise the risk to Vodafone, our operations and employees. With travel restrictions implemented in most countries, we were not
always able to perform physical site visits for business continuity or to
Governance test our EMF exposure and therefore ran either robust desktop exercises
or used new innovative ways to remotely evaluate our sites.
During the early stages of the pandemic, we initiated our response to this
crisis by invoking the Group’s crisis management process. This process Read more about EMF operating model
enabled us to prepare a number of planning scenarios based on a range on page 49
of assumptions and potential outcomes. A Crisis Steering Committee All organisations have seen an increase in the number of phishing cyber
(‘Steerco’) continues to meet with representatives from the Group and our security attacks as cyber criminals attempted to exploit the uncertainty of
local markets. The Steerco receives updates and feedback on measures the pandemic.
implemented locally, collects best practice, and assesses the adequacy of
the Vodafone response as we monitor changes in the virus patterns and Read more about cyber security
the impact it has on our operations. on page 46
At the start of the crisis, telecommunications companies were exposed to
Impact on our principal risks unsubstantiated and misinformed allegations linking COVID-19 to our 5G
We do not consider the COVID-19 pandemic as an individual risk but rollout plan. This incited some vandalism to network equipment affecting
rather monitor how the pandemic amplifies our principal, emerging and our ability to service some of our customers.
operational risks see pages 54-58.
Read more about EMF
Using this approach, we are able to manage the ‘domino effect’ of different on page 49
risk types while identifying both the negative and positive impacts on our
Operational
operations. As shown on page 54, we assign each of our risks to a category
We prioritised the safety and wellbeing of our people, ensuring that we
(strategic, technological, operational and financial) which allows us to
had the business continuity plans in place to operate while most of our
prioritise and provide the required assurance. The section below summarises
people moved to working from home.
the impact the pandemic had on the different risk categories.
Read more about our people wellbeing and safety
Strategic
on page 48
Given the nature of the telecommunications industry and the important
role communication services have played during the pandemic, external Additionally, to lessen the potential burden on our suppliers, we have
stakeholders have focused more on our sector during the COVID-19 implemented controls to assist them through our COVID-19 payment
pandemic. We have continued to build stronger relationships and relief policy.
partnerships through our social contract with our stakeholders,
industry players and governments when managing strategic risks. Read more about the supporting of small businesses
on page 41
Read more about social contracts
on page 19 Due to lock-down, social distancing and COVID-19 related restrictions,
our ability to physically serve our customers was restricted. We have
We continue to monitor external impacts caused by the COVID-19 accelerated and increased our digital transformation projects providing
pandemic. For example we monitor potential adverse changes in a better customer experience and to capture opportunities as consumer
regulations or further scrutiny by regulatory authorities which could confidence and markets rebound.
lead to higher taxes as governments address the potential budget deficit
following the pandemic. Conclusion
More positively, we have seen an increase in consumers and business To be better prepared for future events such as the COVID-19 pandemic,
customers adopting more data services such as video conferencing and we have updated our risk process. This approach, which runs parallel to
video on demand streaming. our principal risk process, allows for a quicker identification of threats and
risks. The process provides better visibility to our internal stakeholders and
Financial
more oversight and governance across our risks. We continue to monitor
The COVID-19 pandemic has caused significant volatility in the financial
the risks and threats arising from COVID-19 and similar events.
markets. This can affect both our access to capital markets and the cost
of debt. However, the telecommunications industry has not been as
severely impacted. We anticipate a delayed impact as inflation rises due
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Long Term Viability Statement

The preparation of the LTVS includes an assessment of the Group’s Disintermediation and failure to innovate: A continued and interrupted
long-term prospects in addition to an assessment of the ability to meet growth of technology giants and new entrants could impact our
future commitments and liabilities as they fall due over the three-year business revenue and overall financial performance.
review period.
Assessment of long-term prospects
Assessment of viability Each year the Board conducts a strategy session, reviewing the internal
Vodafone continues to adopt a three-year period to assess the and external environment as well as significant threats and opportunities
Group’s viability, a period in which we believe our principal risks tend to to the sustainable creation of long-term shareholder value (note that
develop. This time horizon is also in line with the structure of long-term known emerging threats related to each principal risk are described in
management incentives and the outputs from the long range business pages 54-57).
planning cycle.
Read more about mega trends
For 2021, as a result of the increased pressures on the global financial on pages 10-11
markets due to the COVID-19 pandemic, we conducted financial stress
As an input to the strategy discussion, the Board considers the
testing and sensitivity analysis, considering revenues at risk as well as the
principal risks that are longer term in nature, (including Adverse political
impact of our response plan to the crisis.
and regulatory measures, Market disruption and Disintermediation
The assessment of the viability started with the available headroom as and failure to innovate) with the focus on identifying underlying
of 31 March 2021 and considered the plans and projections prepared opportunities and setting the Group’s future strategy. The output from
as part of the forecasting cycle, which include the Group’s cash flows, this session is reflected in the strategic section of the Annual Report
planned commitments, required funding and other key financial ratios. (pages 8-11), which provides a view of the Group’s long-term prospects.
We also assumed that debt refinance will remain available in all plausible
Conclusions
market conditions.
The Board assessed the prospects and viability of the Group in
Finally, we estimated impact of severe but plausible scenarios for all accordance with provision 31 of the UK Corporate Governance Code,
of our principal and emerging risks on the three-year plan and, in considering the Group’s strategy and business model, and the principal
addition, stress tested a combined scenario taking into account the risk risks to the Group’s future performance, solvency, liquidity and reputation.
interdependencies as defined on the diagram on page 54, where the The assessment takes into account possible mitigating actions available
following risks were modelled as materialising in parallel over the to management were any risk or combination of risks materialise.
three-year period:
Cash and cash equivalents available of €5.8bn page 168 as of
Cyber threat and information security: An external cyber-attack exploits 31 March 2021, along with options available to reduce cash outgoings
vulnerabilities and leads to a GDPR fine. over the period considered, provide the Group with sufficient positive
headroom in all scenarios tested. Reverse stress testing on revenue and
Geo-political risk in supply chain: International and political decisions
EBITDA over the review period confirmed that the Group has sufficient
may affect our supply chain and restrict our ability to use critical suppliers.
headroom available to face uncertainty. The Board deemed the stress
Global economic disruption: A global economic crisis could result in test conducted to be adequate and therefore confirm that they have a
reduced telco spend from businesses and consumers, as well as limit reasonable expectation that the Group will remain in operation and be
our access to financial markets and availability of liquidity. able to meet its liabilities as they fall due up to 31 March 2024.

Assessment of prospects
Outlook, Strategy & Business Model
Outlook of possible long-term scenarios expected in the sector and the Group’s current position to face them
Assessment of the key principal risks that may influence the Group’s long-term prospects
Articulation of the main levers in the Group’s strategy and business model ensuring the sustainability of value creation

Assessment of viability
Long Range Plan is the three-year forecast approved by the Board on an annual basis, used to calculate cash position and headroom

Headroom is calculated using cash, cash equivalents and other available facilities, at year end

Sensitivity analysis Principal risks Combined scenario

Sensitivity analysis to assess the level of decline Severe but plausible scenarios modelled to Quantification of the cash impact of combined
in performance that the Group could withstand, quantify the cash impact of an individual principal scenarios where multiple risks materialise across
were a black swan event to occur risk materialising over the three-year period one or more markets, over the three year period

Viability results from comparing the cash impact of severe but plausible scenarios on the available headroom, considering additional liquidity options

Long-Term Viability Statement

Directors confirm that they have reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due over the three-year period
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Annual Report 2021 Strategic report Governance Financials Other information

Governance at a glance

Leadership, governance
and engagement
Our Board
The Nominations and Governance Committee regularly reviews the Board’s composition to ensure a diverse mix
of backgrounds, skills, knowledge and experience as well as deep expertise in technology and telecommunications.
Each year, the Board monitors and improves its performance by conducting an annual performance review.

Tenure Independence Attendance

Seven scheduled meetings of the Board were held during the year as
2
1 well as five meetings of the Audit and Risk Committee, four meetings of
2
the Remuneration Committee and three meetings of the Nominations
and Governance Committee. Ad hoc meetings of the Board and its
6
Committees were also held during the year, as required.
3 Nominations
8
and
Governance Audit and Risk Remuneration
Name Board1 Committee1 Committee1 Committee1
0-3 years 6 7-10 years 2 Independent 8 Independent 1
Sanjiv Ahuja 7/7 – 5/5 –
4-6 years 3 Executive 2 Non-Executive
Chair Sir Crispin Davis 7/7 3/3 1/1 –
Margherita Della Valle 7/7 – – –
Gender diversity Ethnicity Michel Demare 7/7 – 5/5 4/4
Dame Clara Furse 7/7 – – 4/4
Valerie Gooding 7/7 3/3 – 4/4
Renee James2 6/7 3/3 – 4/4
Gerard Kleisterlee 4/4 1/1 – –
45.5% 9.1% Amparo Moraleda 7/7 – 5/5 –
David Nish 7/7 – 5/5 –
Nick Read 7/7 – – –
Female representation Ethnically diverse David Thodey 1/1 – – –
Jean-François van
Boxmeer 5/5 2/2 – –
Notes:
1. The number of attendances is shown next to the maximum number of meetings the Director
Skills and expertise of Non-Executive Directors was entitled to attend.
2. Renee James was unable to attend one scheduled meeting of the Board due to a prior
business engagement.

5 5
Board evaluation
Progress in the year – Jean-François’ succession to the Chairman
4 role completed and induction progressed.
– Presentations to the Board to enhance
3 understanding of emerging risks
and opportunities.
2
– The Board’s strategy meeting was
1 successfully held via video conference
where a range of senior managers
presented to the Board.
Consumer Finance Emerging Media Technology/ Political/ Actions for coming year – Varied forms of engagement between
goods and markets Telecom Regulatory
services/ Directors.
Marketing – Review the mix of skills in light of the next
phase of our strategy.
– Concentration on organic improvement
Scan or click to watch our Chairman share his views and growth.
on his first months at Vodafone: – Monitoring progress on ESG and
investors.vodafone.com/videos-chair cultural change.

Read more
on page 73
63 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Committee activities
The Committees undertake focused oversight of Board composition and performance, internal processes
and controls and remuneration practices. On 11 May 2021, the Board approved the establishment of an
ESG Committee to enhance its oversight of the ESG programme.

ESG Committee Audit and risk: In-depth reviews

The objective of our new ESG Committee is to provide oversight of The Audit and Risk Committee regularly performs deep dive reviews
Vodafone’s ESG programme: Purpose (Inclusion for All; Planet; and of our principal risks and key markets and operations. In addition to
Digital Society), sustainability and responsible business practices as well being provided with regular updates in these areas, deep dives were
as Vodafone’s contribution to the societies we operate in under the social undertaken in legal and regulatory compliance, including our Group
contract. The Committee also monitors progress against key performance procurement company, Vodafone Business, Vodacom and M-Pesa,
indicators and external ESG index results. Germany and the UK, global economic disruption, cyber threat and
information security, strategic transformation, technology failure, and
Nomination and induction geo-political risk in supply chain.
The Nominations and Governance Committee is normally responsible
for the nomination of Directors, however the Chairman search was Scan or click to watch the Chair of the Audit and Risk
conducted by a sub-committee led by Valerie Gooding. An overview Committee, David Nish, explain his role:
of the process for the nomination and induction of Jean-François is investors.vodafone.com/videos-arc
shown below. At the date of this report, Step 7 was completed.

Step Step Step Step Remuneration across the Group

1 2 3 4
The Remuneration Committee takes account of the pay policies in place
Engaged two Search specification Shortlisting Interviews with
search included Board skills of candidates by Committee across the wider business. Remuneration arrangements were reviewed
consultancies. gaps and diversity. Committee. members and across the business to ensure they fully aligned with our strategy,
Chief Executive. supported our purpose, and celebrated the Vodafone Spirit.
Principles of fair pay:
Step Step Step Step 1. Market competitive
8 7 6 5
Site visits scheduled Virtual meetings Elected by Recommendation 2. Free from discrimination
for local markets & with senior shareholders to the Board on the
operations in FY22. management and at AGM on chosen candidate.
broader team. 28 July 2020. Appointment terms
3. Ensure a good standard of living
drafted and agreed.
4. Share in our successes
New Non-Executive Director 5. Provide benefits for all
It is intended that Olaf Swantee will join the Board as a Non-Executive
Director following the AGM on 27 July 2021, subject to shareholder 6. Open and transparent
approval. Olaf has extensive experience of the telecommunications
sector and a consistent record of creating shareholder value.
Read more
96%
shareholder support for the current Remuneration Policy
on page 68
Read more
on pages 84-89

Scan or click to watch our prospective Non-Executive Scan or click to watch the Senior Independent Director
Director introduce himself: and Chair of the Remuneration Committee explain her
investors.vodafone.com/videos-ned role: investors.vodafone.com/videos-rem
64 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Chairman’s governance statement

Strong corporate governance supports

our continued strategy execution,
business resilience and contribution
to societies in which we operate
I am pleased to present the Corporate Governance Report for the year Purpose
ended 31 March 2021 on behalf of the Board. Vodafone is a purpose led company. We connect for a better future,
enabling inclusive and sustainable digital societies. The relevance of
An effective and diverse Board our purpose became very apparent during 2020, a year of pandemic,
I was honoured to become Chairman of the Board on 3 November 2020 extreme climate events, and demands for more inclusive societies.
when Gerard Kleisterlee retired after a decade of service to Vodafone. Vodafone can, and will, play an important role in working with
I am grateful to him for the quality of the Board I have joined. governments and others to address these issues. We have clear plans
with targets for enabling inclusive digital societies and helping to tackle
The restrictions imposed by the COVID-19 pandemic have meant my
climate change. In the shorter term, we are committed to playing a key
introduction to Vodafone has been almost entirely digital. This has
role in supporting the post-COVID economic and social recovery in the
reinforced for me the immense value of the connectivity Vodafone
countries where we operate.
provides to customers, businesses, governments and society, enabling
them to run their daily lives and operate smoothly and efficiently.
Opportunities and risks
The restrictions on travel during the year meant that we held all our As described in the Strategic Report, we see opportunities to grow
Board and Committee meetings by video conference. I am pleased Vodafone’s business by deepening our relationship with customers
that we were able to hold our meetings with the same cadence as usual, and by developing new products and services for them.
adjusting meeting times to account for different time zones. We also held
a number of ad hoc meetings in the early days of the pandemic to ensure We are driving forward energetically to capture these opportunities
the Company was adapting quickly to the rapidly evolving situation. and doing so whilst also maintaining a strong focus on risk management.
The Board and the Audit and Risk Committee have reviewed each of the
This past year, we have seen the way the world works change Company’s top 10 risks and during the year received detailed updates on
profoundly and I have been impressed with the flexibility, creativity risks relating to, amongst other topics, technology failure, geo-political risk
and dynamism of Vodafone in its response to the significant challenges in the supply chain, cyber threats, and information security. Furthermore,
we’ve faced. During the year, the Board worked with the executive team additional financial stress testing and liquidity impact analyses were
to ensure Vodafone developed and executed its strategy as well as carried out to reflect the impact of COVID-19 and to inform the Group’s
contributing meaningfully to the efforts of governments and communities long-term viability statement.
to manage the pandemic and to support our customers and employees
during this unprecedented period.
Continued stakeholder engagement
The last year has been extremely challenging and I am grateful to my In March, I had individual meetings with 20 of the Company’s largest
fellow Directors, the executive team and the people of Vodafone for their shareholders. Topics discussed included Vodafone’s strategy, challenges
hard work and strong spirit throughout. and opportunities, the Company’s portfolio of assets, our Board and my
My colleagues on the Board are experienced business leaders who bring a induction into the Company.
wealth of knowledge and experience from diverse sectors and countries. Our annual general meeting was held as a closed meeting on 28 July 2020
This supports the Board’s discussions on the strategic, operational and due to the restrictions imposed by the UK government at that time. It was
sustainability issues which affect the Company today or may do so in the disappointing for the Board not to be able to engage with shareholders in
future. As Vodafone moves ahead at pace with its strategy, I am working person. Nonetheless, the former Chairman, Gerard Kleisterlee, delivered a
with my fellow Directors on the Nominations and Governance Committee presentation to shareholders online and answers to questions submitted
to ensure our Board continues to comprise a mix of people who have by shareholders were published on our website. These materials are
diverse backgrounds, experiences, cultures and thinking styles and deep available to view at vodafone.com/agm
knowledge of the telecommunications and technology sectors. I am
therefore pleased that shareholders will have the opportunity at our Valerie Gooding continues to serve as the Board’s Workforce Engagement
2021 annual general meeting to appoint a new Director to our Board, Lead, gathering the views of employees through a number of employee
Olaf Swantee, who has a wealth of experience in the telecommunications consultative committees across all our European and African markets.
sector. I would also like to thank Renee James, ahead of her retirement As well as COVID-19 impacting the format for those meetings, it
from the Board on 27 July 2021, for her many valuable contributions to also dominated discussion at the forums. Valerie was impressed by
Vodafone during her tenure. employees’ overwhelming support for Vodafone’s efforts to respond
to the COVID-19 pandemic.
65 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Culture Compliance with the 2018 UK Corporate

The Board regards culture as a key enabling factor for our strategic, Governance Code (the ‘Code’)
organisational and digital transformation. The Vodafone Spirit campaign
was launched successfully in December 2019, galvanising our culture In respect of the year ended 31 March 2021 Vodafone Group Plc
with our purpose and strategy. One of our key values ‘Get it done, was subject to the Code (available from www.frc.org.uk). The Board is
together’ could not have been more important during the last year as pleased to confirm that Vodafone applied the principles and complied
our employees worked tirelessly to keep our customers and others with all of the provisions of the Code throughout the year. Further
connected during the pandemic and to keep our people safe. information on compliance with the Code can be found as follows:

By April 2020, our global workforce had successfully transitioned Board leadership and Company purpose Read more
to remote working and eight global employee feedback surveys
conducted during the year showed that our employees were extremely Long-term value and sustainability 32-51 59 66 69-70
satisfied they had the tools and support they needed to work safely at
Culture 12 21-22 43 66 71-72
home and elsewhere.
Shareholder engagement 12-13 71-72
Induction
Other stakeholder engagement 12-13 71-72
Before succeeding Gerard Kleisterlee as Chairman, on 28 July 2020
I joined the Board as a Non-Executive Director. This three-month period Conflicts of interest 75
of orderly transition and thorough handover was hugely valuable for me
to draw from Gerard’s knowledge and experience. Due to the restrictions
Division of responsibilities Read more
imposed by the COVID-19 pandemic, my induction has been largely
digital. It began with the executives compiling for me a comprehensive Role of the Chairman 67 69
briefing document about the Group. Each section was written by an
expert in their part of the business so I gained a valuable perspective Division of responsibilities 62 69-70

in advance of my induction meetings. Non-Executive Directors 67-69

During my induction I’ve been able to meet each of my fellow Board Independence 62 74
members and attended 16 meetings with executives and senior
managers to discuss various topics, including technology, people
and culture, strategy, commercial, finance, Vodafone Business, internal Composition, succession and evaluation Read more
controls, risk and compliance, corporate governance and shareholders
Appointments and succession planning 63 73-75
and investors. As travel restrictions ease, I look forward to visiting our
key local markets. Of course, the Board cycle continued alongside my Skills, experience and knowledge 62 67-68
induction and I have attended 12 Board and Committee meetings to date.
Length of service 62 67-68 75

The year ahead Evaluation 62 73

During the coming year, the Board’s focus will be on maintaining resilient
Diversity 22 36-37 62 75
financial performance through the execution of our strategy at pace.
Reflecting its ownership of environmental, social and governance matters,
the Board has approved the establishment of a new ESG Committee as Audit, risk and internal control Read more

a Committee of the Board and the Board will benefit from its dedicated Committee 76-77
oversight of our ESG programme.
Integrity of financial statements 61 77-78 109

Jean-François van Boxmeer Fair, balanced and understandable 77 108-109

Chairman of the Board
Internal controls and risk management 79-80

Scan or click to watch our Chairman share his views on External auditor 80
his first months at Vodafone:
investors.vodafone.com/videos-chair Principal and emerging risks 53-61 77

Remuneration Read more

Policies and practices 82-103

Alignment with purpose, values and long-term strategy 82-86

Independent judgement and discretion 83 91

Disclosure Guidance and Transparency Rules

We comply with the Corporate Governance Statement requirements
pursuant to the FCA’s Disclosure Guidance and Transparency Rules
by virtue of the information included in this “Governance” section
of the Annual Report together with information contained in the
“Shareholder information” section on pages 227 to 232.
66 Vodafone Group Plc
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Governance

Board leadership and Company purpose

The Board is collectively responsible for ensuring Values and culture

leadership through effective oversight and review. The Board has a critical role in setting the tone of our organisation
It sets the strategic direction with the goal of delivering and championing the behaviours we expect to see. Having launched
sustainable stakeholder value over the longer term, in December 2019, the Vodafone Spirit galvanises our culture with our
purpose and strategy. Eight global employee surveys were conducted
and has oversight of cultural and ethical programmes. during FY21 and the survey data was shared widely with employees
The Board also oversees the implementation of appropriate risk and the Board. It was encouraging to see a very strong, positive response
assessment systems and processes to identify, manage and mitigate amongst employees to the Vodafone Spirit launch and that over 50,000
Vodafone’s principal risks. It is also responsible for matters relating employees had engaged with local plans. The Board were interested in
to finance, audit and internal control, reputation, listed company the areas measured by the surveys, the desire indicated by employees
management, corporate governance and effective succession to improve ‘Earn Customer Loyalty’, and plans to attach indicators from
planning, much of which is overseen through its principal Committees. surveys to business KPIs.
Full details of the Committees’ responsibilities are detailed within The cultural climate in Vodafone is comprehensively measured through
the respective Committee reports starting on pages 74, 76 and 82 a number of mechanisms including policy and compliance processes,
internal audit and formal and informal channels for employees to raise
Purpose concerns (including our annual people survey and our whistleblowing
The Board established our purpose pillars: Digital Society, Inclusion programme, Speak Up, which is also available to the contractors and
for All and Planet. Our purpose is aligned with our culture and strategy, suppliers working with us). The Board is appraised of any material
placed at the forefront of our decision-making and strategy development, whistleblowing incidents.
and the Board considers how the initiatives progressed by management More information on Speak Up is provided
throughout the year have advanced our purpose. This oversight ensures on page 43
that product innovation realises our ambition, our services continue
to improve people’s lives with better connectivity, and our operations Governance
continue to be enhanced to reduce our impact on the environment.
The Board ensures the highest standard of corporate governance is
Read in detail about our purpose maintained by regularly reviewing developments in governance best
on pages 32 to 42 practice and ensuring these are adopted by the Company. The Board
dedicated time during the year to thoroughly consider the independence
Strategy and time commitment of all Directors, the arrangements in place to
The Board monitors the Company’s progress against established strategic monitor conflicts of interest, as well as evaluating the effectiveness of
objectives and performance against competitors. Board meetings are the Board and each of the Directors.
planned with reference to the Company’s strategic priorities and meeting All Directors have access to the advice of the Company Secretary, who is
agendas are constructed to deliver information at appropriate junctures, responsible for advising the Board on all governance matters.
and from a broad range of management, to ensure the Board’s effective
review and challenge. In furtherance of the 2019 Board effectiveness Read about our governance structure and roles
review, sufficient time continues to be allocated to items relating to and responsibilities on pages 69 to 70
the execution of the strategy to allow time for deeper discussion.
During the year, this was particularly important for matters related to
the shape of Vodafone (for example, the carve-out of our new Vantage
Towers business), developing and launching new consumer products
and services (such as 5G and Curve), our ‘big four’ markets in Europe
(Germany, Italy, Spain and the UK) and Vodacom in Africa, and the
competitive, legal and regulatory landscape in which we operate
(particularly in the light of COVID-19).
Read about the next phase of our strategy
on pages 18 to 22
67 Vodafone Group Plc
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Extensive and diverse skills,

knowledge and experience
Our business is led by our Board of Directors. Margherita Della Valle
Biographical details of the Directors and senior Chief Financial Officer – Executive Director
management as at 18 May 2021 are provided. Tenure: 2 years
Skills and experience:
External appointments listed are only those required Margherita brings considerable corporate finance and accounting experience to the
to be disclosed pursuant to Listing Rule 9.6. Board. She was Deputy Chief Financial Officer from 2015 to 2018, Group Financial
Controller from 2010 to 2015, Chief Financial Officer of Vodafone’s European region
Click to find full biographical information for the Directors: from 2007 to 2010 and Chief Financial Officer of Vodafone Italy from 2004 to 2007.
vodafone.com/board Margherita joined Omnitel Pronto Italia in Italy in 1994 and held various consumer
marketing positions in business analytics and customer base management before
moving to finance. Omnitel was acquired by Vodafone in 2000.
Jean-François van Boxmeer N External appointments:
– Reckitt Benckiser Group plc, non-executive director and member of audit committee
Chairman – Independent on appointment
Tenure: <1 year
Skills and experience:
Jean-François brings to the Vodafone Board his extensive international experience
Valerie Gooding CBE N R

in driving growth through both business-to-business and business-to-consumer Senior Independent Director and Workforce Engagement Lead
business models and in-depth knowledge of the countries in which Vodafone operates. Tenure: 7 years
Jean-François is highly-regarded as having been one of the longest standing and most
Skills and experience:
successful CEOs in Europe. He was the Chief Executive of Heineken for 15 years, having
Valerie brings a wealth of international business experience obtained at companies with
been with the company for 36 years. Jean-François held a number of senior roles in
high levels of customer service including British Airways and as chief executive of BUPA
Africa and Europe before joining Heineken’s Executive Board in 2001 with worldwide
which, together with her focus on leadership and talent, is valuable to Board discussions.
responsibility for supply chain and technical services, as well as regional responsibility
for the operating businesses in North-West Europe, Central and Eastern Europe and
Sub-Saharan Africa.
External appointments:
Sanjiv Ahuja A

– Mondelez International, Inc., non-executive lead director Non-Executive Director

– Heineken Holding N.V. , non-executive director Tenure: 2 years
Skills and experience:
Sanjiv is the founder and chairman of Tillman Global Holdings, which provides
Nick Read telecommunications and renewable energy project development services. He has
broad telecoms expertise, having led mobile, broadband and infrastructure companies,
Chief Executive – Executive Director such as Telcordia (formerly Bellcore), Orange SA, Bell Communications Research and
Tenure: 2 years (as Chief Executive) Lightsquared, as well as considerable international experience from operating in Europe,
the United States, Africa and Asia.
Skills and experience:
As Chief Executive, Nick combines strong commercial and operational leadership with His comprehensive knowledge of the telecoms sector is valuable to Board discussions.
a detailed understanding of the telecoms sector and its opportunities and challenges.
Prior to becoming Chief Executive in October 2018, Nick served as Group Chief Financial
Officer from April 2014, and held a variety of senior roles including Chief Executive for Sir Crispin Davis N
Africa, Middle East and Asia-Pacific for five years and Chief Executive of Vodafone UK. Non-Executive Director
Prior to joining Vodafone, he held senior global finance positions with United Business
Media Plc and Federal Express Worldwide. Tenure: 6 years
Skills and experience:
External appointments: Sir Crispin has broad-ranging experience as a business leader within international
– Booking Holdings Inc., non-executive director and member of nominating and content and technology markets from his roles as chief executive of RELX Group
corporate governance committee (formerly Reed Elsevier) and the digital agency, Aegis Group plc, and group managing
director of Guinness PLC (now Diageo plc). He was knighted in 2004 for services
to publishing and information. He brings a strong commercial perspective to
Board discussions.
External appointments:
– Hasbro Inc., non-executive director and member of compensation committee and
nominating, governance & social responsibility committee

Committee key
A Audit and Risk Committee R Remuneration Committee
N Nominations and Solid background signifies
Governance Committee Committee Chair
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Governance (continued)

Michel Demaré A R Amparo Moraleda A

Non-Executive Director Non-Executive Director

Tenure: 3 years Tenure: 3 years
Skills and experience: Skills and experience:
Michel brings extensive international finance, strategy and M&A experience to the Amparo brings strong international technology experience to the Board from her
Board, gained during his 18-year career at Dow Chemical as CFO-Global Polyolefins & previous role as chief executive officer of the international division of Iberdola and a
Elastomers Division, as CFO of Baxter International (Europe), and as CFO and head of career spanning 20 years at IBM, where she held a number of positions across a range
global markets of ABB Group. He was the non-executive chairman of Syngenta until the of global locations.
company was sold to ChemChina in 2017 and was the vice chairman of UBS Group AG
External appointments:
for 10 years.
– Airbus Group, senior independent director, chair of nominations and
External appointments: governance committee and remuneration committee and member of ethics &
– AstraZeneca PLC, non-executive director and chair of the remuneration compliance committee
committee and member of the nomination and governance committee – CaixaBank, non-executive director and chair of remuneration committee
and the audit committee – A.P. Moller - Maersk, non-executive director and member of the audit committee,
remuneration committee and technology and innovation committee

Dame Clara Furse DBE R

Non-Executive Director David Nish A

Tenure: 6 years Non-Executive Director

Skills and experience: Tenure: 5 years
Dame Clara brings to the Board a deep understanding of international capital markets, Skills and experience:
regulation, service industries and business transformation developed from her previous David has wide-ranging operational and strategic experience as a senior leader and
roles as chief executive officer of the London Stock Exchange Group plc and Credit has a strong understanding of financial and capital markets through his previous
Lyonnais Rouse Ltd. Her financial proficiency is highly valued. In 2008 she was directorships which include chief executive officer and chief financial officer of
appointed Dame Commander of the Order of the British Empire. Standard Life plc and chief financial officer of Scottish Power plc.
External appointments: External appointments:
– Amadeus IT Group SA, non-executive director and chair of nominations and – HSBC Holdings plc, senior independent director, chair of the audit
remuneration committee committee and member of the risk committee and nomination & corporate
governance committee

Renee James N R
New Non-Executive Director
Non-Executive Director
On 11 February 2021, it was announced that Olaf Swantee would stand
Tenure: 10 years
for election by shareholders at the 2021 AGM. His biographical details can
Skills and experience:
Renee brings comprehensive knowledge of the high technology sector developed
be found below:
from her long career at Intel Corporation where she was president. She is currently the
chairman and CEO of Ampere Computing. Her extensive experience of international
management, technology and the development and implementation of corporate Olaf Swantee
strategy is an asset to the Board and the Committees of which she is a member.
Prospective Non-Executive Director
External appointments:
– Oracle Corporation, non-executive director
Skills and experience:
Olaf brings a wealth of communications expertise, has a strong track record of value
– Citigroup Inc., non-executive director and member of risk management committee
creation and has presided over a number of Europe’s leading telecoms businesses. He
and operations & technology committee
is also passionate about technology and its potential to change society for the better.
Olaf was CEO of Sunrise Communications between 2016-2020 and transformed the
company’s brand, network and services to establish it as the quality challenger in the
Swiss market. Prior to that he was CEO of EE, where he successfully merged Orange UK
and T-Mobile.
External appointments:
– Mobile Zone, Chairman

Committee key
A Audit and Risk Committee R Remuneration Committee
N Nominations and Solid background signifies
Governance Committee Committee Chair
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Roles and responsibilities of the Board

The Board’s role is to provide entrepreneurial leadership – Regularly meets with the Chief Executive and other senior
of Vodafone within a framework of effective controls management to stay informed;
which enables risks to be assessed and managed. The – Ensures effective communication with shareholders and
other stakeholders;
Board establishes the Company’s purpose and values,
– Promotes high standards of corporate governance and
approves strategy, and satisfies itself that these and its ensures Directors understand the views of the Company’s
culture are aligned. It is responsible for ensuring the shareholders and other key stakeholders, and the section 172
necessary resources are in place for the Company Companies Act 2006 duties;
to meet its objectives and for measuring performance – Promotes and safeguards the interests and reputation of the
against them. The Board is accountable for promoting Company; and
the long-term sustainable success of the Company, – Represents the Company to customers, suppliers, governments,
shareholders, financial institutions, the media, the community and
generating value for shareholders and contributing
the public.
to wider society.
Senior Independent Director
Operation of the Board and its Committees – Provides a sounding board for the Chairman and acts as a trusted
intermediary for the Directors as required;
The Board currently comprises the Non-Executive Chairman, two
Executive Directors and eight Non-Executive Directors. Our Non-Executive – Meets with the Non-Executive Directors (without the Chairman
Directors bring independent judgement, and wide and varied commercial present) when necessary and at least once a year to appraise the
and financial experience to the Board and Committees. A summary of Chairman’s performance and communicates the results to the
each role can be found below. Chairman; and
– Together with the Nominations and Governance Committee, leads
The Matters Reserved for the Board and Committee terms of reference an orderly succession process for the Chairman.
were last reviewed in March 2021.
Non-Executive Directors
Matters reserved and terms of reference are available – Monitor and challenge the performance of management;
on our website vodafone.com – Assist in development, approval and review of strategy;
Board meetings are structured to allow open discussions. At each – Review Group financial information and provide advice to
meeting the Directors are made aware of the key discussions and management;
decisions of the principal Committees by the respective Committee – Engage with stakeholders and provide insight as to their views,
Chairs. Minutes of Board and Committee meetings are circulated to all including in relation to workforce and the culture of Vodafone; and
Directors after each meeting. Details of the Board’s activities during the – As part of the Nominations and Governance Committee, review the
year can be found on pages 71 and 72. succession plans for the Board and key members of senior management.
Chairman Workforce Engagement Lead
– Leads the Board, sets each meeting agenda and ensures the Board – Engages with the workforce in key regions where we operate,
receives accurate, timely and clear information in order to monitor, answers direct questions from workforce-elected representatives,
challenge, guide and take sound decisions; and provides the Board with feedback on the content and outcome
– Promotes a culture of open debate between Executive and Non- of those discussions.
Executive Directors and holds meetings with the Non-Executive
Directors, without the Executive Directors present;

The Board
Responsible for the overall conduct of the Group’s business including our long-term success; setting our purpose; monitoring culture and
values; standards and strategic objectives; reviewing our performance; and maintaining positive dialogue with our stakeholders.

Audit and Risk Committee Nominations and Remuneration Committee ESG Committee *
Reviews the adequacy of the Group’s Governance Committee Sets, reviews and recommends Oversees the ESG programme,
system of internal control, including Evaluates Board composition the policy on remuneration of purpose (Inclusion for All,
the risk management framework and ensures Board diversity the Chairman, executives and Planet and Digital Society)
and related compliance activities. and a balance of skills. senior management team. and the social contract.
Monitors the integrity of financial Reviews Board and Executive Committee Monitors the implementation Monitors progress against
statements, reviews significant succession plans to maintain continuity of the Remuneration Policy. key performance indicators
financial reporting judgements, of skilled resource. and external ESG index results.
advises the Board on fair, balanced Oversees general pay practices
and understandable reporting and Oversees matters relating to across the Group. Oversees progress on ESG
the long-term viability statement. corporate governance. commitments and targets.

Note:
* The Board approved the establishment of an ESG Committee on 11 May 2021.
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Governance (continued)

Executive management

The Executive Committee is comprised of Nick Read, Chief Executive

Chief Executive, Margherita Della Valle, Chief Financial – Provides leadership of the Company, including representing the
Company to customers, suppliers, governments, shareholders, financial
Officer, a number of senior executives responsible institutions, employees, the media, the community and the public and
for global commercial operations, human resources, enhances the Group’s reputation;
technology, external affairs and legal, as well as the – Leads the Executive Directors and senior management team in running
Chief Executive Officers of our largest operating the Group’s business, including chairing the Executive Committee;
companies in Germany, the UK, Italy, Spain, – Develops and implements Group objectives and strategy having regard
Europe Cluster and Vodacom Group. to shareholders and other stakeholders;
– Recommends remuneration, terms of employment and succession
Click to find biographies for each member of the
planning for the senior executive team;
Executive Committee: vodafone.com/exco
– Manages the Group’s risk profile and ensures appropriate internal
controls are in place;
Executive Committee – Ensures compliance with legal, regulatory, corporate governance,
Each year, the Executive Committee conducts a strategy review to social, ethical and environmental requirements and best practice; and
identify key strategic issues facing Vodafone to be presented to the Board. – Ensures there are effective processes for engaging with,
The agreed strategy is then used as a basis for developing the upcoming communicating with, and listening to, employees and others working
budget and three-year operating plans. for the Company.
The Committee met 10 times during the year to consider the items noted Chief Financial Officer
below. In addition, in response to the COVID-19 pandemic, additional – Supports the Chief Executive in developing and implementing the
meetings were held weekly in the first part of FY21 to assess our response Group strategy;
to the critical needs of our business, people and communities throughout – Leads the global finance function and develops key finance talent;
the Group. – Ensures effective financial reporting, processes and controls are in place;
– Purpose and strategy; – Recommends the annual budget and long-term strategic and financial
– Updates on the Group’s financial performance; plan; and
– Commercial and business performance updates; – Oversees Vodafone’s relationships with the investment community.
– Sustainable business strategy and social contract; Company Secretary
– Developments in our business and portfolio; – Ensures compliance with Board procedures and provides support
– Brexit and COVID-19; to the Chairman, to ensure Board effectiveness;
– Talent and succession plan updates; and – Assists the Chairman by organising induction and training
– Updates and reports on health and safety matters. programmes and ensures that all Directors have full and timely
access to all relevant information;
A new Executive sub-committee, the Global Products Board, was – Ensures the Board has high-quality information, adequate time and
established during the year. This is led by Nick Read and is dedicated to appropriate resources in order to function effectively and efficiently; and
overseeing our global product strategy, helping to coordinate commercial – Provides advice and keeps the Board updated on corporate
programmes by strategically evaluating capital allocation opportunities governance developments.
and identifying those capable of achieving scale across the Group.

Chief Executive Chief Financial Officer

Executive Committee Disclosure Committee

Focuses on strategy implementation, financial and competitive performance, Oversees the accuracy and timeliness of Group disclosures and
commercial and technological developments, succession planning approves controls and procedures in relation to the public disclosure
and organisational development. of financial information.

Risk and Compliance Committee Reputation and Global Products Board

Assists the Executive Committee in fulfilling Policy Steering Committee Supports the Executive Committee by providing
its accountabilities with regard to Advises the Executive Committee on visibility of global product strategy and life-cycle
risk management and policy compliance. reputational risks and policy matters. and identifies capital allocation opportunities.
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Board activities and principal decisions

Board activities were structured to oversee the first Improving asset utilisation
phase of the Group’s strategy and develop the next
phase, to oversee our purpose and values, to review Improving the Group’s return on capital
financial performance and to oversee the management Vantage Towers
of risks and internal controls. The key topics discussed During 2021, the Board regularly reviewed progress on the creation
are set out below. of Vantage Towers, one of Europe’s largest tower companies. In
March 2021, the Board took a decision to sell 18.3% of the Group’s
Additional information on principal decisions taken interest in Vantage Towers AG on the Frankfurt stock exchange,
by the Board, assessed as those decisions which are enabling the realisation of €2.3 billion value whilst retaining a
material to the Group’s strategy, and a summary of majority interest and management control.
the interests of key stakeholders and likely impact Key stakeholder interests considered:
of decisions are shown in boxes. – Investors: executing on our strategy to improve asset utilisation
and focus on lowering debt
Details of Vodafone’s key stakeholders and how the – Suppliers: building stronger and broader relationships
Board engaged with them during the year is available – People: encouraging talent and diversity
on pages 12 and 13.
Decision-making:
Different options to monetise the newly created Vantage Towers
Deeper customer engagement were presented to the Board. The Board acknowledged the interest
expressed by investors in the proposed IPO, since the sale would
Improved quality and experience of service realise value with the opportunity of reducing overall debt for the
for our customers Vodafone Group. The Frankfurt market was considered well-suited
for the European business.
Net Promoter Score
Targeted network capital allocation focused on the drivers of satisfaction It was considered desirable to retain management control in the near
for consumer and business customers. term in order to progress the strategy for the newly created Vantage
Towers group.
Customer churn and net additions
Understanding the response of customers to our revised commercial
offerings, which vary across markets, is crucial to developing the Board’s
understanding of performance against KPIs and the overall success of Optimising the portfolio
strategic initiatives.
Focus on two scale platforms in Europe and Africa
Understanding customers’ evolving needs
In addition to the above, the Board regularly received information from Integration of Liberty Global’s assets
Executive Committee members and senior managers to understand in The Board considered the key integration outcomes of the acquisition,
greater depth the evolving needs of consumers and business customers . including synergies and stand-alone benefits and the commercial
performance of the local markets in Germany, the Czech Republic,
Network sharing Hungary and Romania.
The Board reviewed a number of network sharing arrangements across
our major European markets. Vodafone Egypt
The Board agreed to sign a non-binding Memorandum of Understanding
with Saudi Telecom Company (‘stc’) regarding the sale of Vodafone’s
Accelerating digital transformation 55% shareholding in Vodafone Egypt. Discussions with stc have since
been terminated.
Strengthened digital channel capabilities Merger of Indus Towers with Bharti Infratel
Digitalisation and transformation of sales and service The Board was kept informed on the regulatory clearance for the merger
The Board considered Digital First sales channels and its implications for of our Indus Towers assets with Bharti Infratel in India in November 2020.
the retail footprint, remote working arrangements and customer journeys. TPG Telecom
Digital First: agile and culture The Board agreed the merger of Vodafone Hutchison Australia with TPG
The Board received dedicated updates on the strategy for, and pace of, Telecom, which completed in July 2020 and resulted in Vodafone owning
change within the business as we digitalise our processes and promote a a 25.05% economic interest in the Australian listed company.
culture that is passionate about Digital Society.
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Governance (continued)

Our people Other

System of internal control
Investing in our talent and skills Details of the operation of our internal risk and compliance
Employee voice – Spirit processes informed the Board’s discussions on cultural change
Progress with our newly launched cultural programme, ‘The Spirit of and operational matters.
Vodafone’, was reported to, and monitored by, the Board. It was important
for the Board to capture the sentiment of the workforce and measure the Risk tolerance and risk management
success of the programme. The Board reviewed management’s identification and assessment
of the top 10 principal risks and their impact on strategy and
Health and safety commercial initiatives.
The Board received reports on health and safety initiatives, considering
the wellbeing of the people working for and with us throughout the Regulatory landscape
Group. For incidents resulting in the death of an employee, the Board Executives provided regular and detailed updates on various regulatory
requests detailed reports on the ongoing work being undertaken to matters, including the classification of the telecommunications sector as
eliminate the risk of fatalities and work-related safety incidents. an ‘essential service’ during COVID-19, restrictions on our key suppliers,
and spectrum auction structures.
Modern slavery
The Board monitors our compliance with the requirements of the UK COVID-19
Modern Slavery Act 2015. The COVID-19 global pandemic has created an unprecedented
challenge for the global economy. The Board was provided with
comprehensive updates on the financial and business impact on
Financial strength Vodafone and the changes to the regulatory environment. The Board
endorsed management’s five-point plan which was launched in Spring
Revenue, cost, free cash flow and balance sheet 2020 to contribute to public efforts to respond to the COVID-19 pandemic.
The Board kept under review the action taken by management to protect
US bonds the health and safety of our people and continue to provide critical
As part of its oversight of our business’s long-term funding requirements, services to our customers, the emergency services and wider society.
the Board receives annual updates on activity related to our two bond
programmes; the US shelf programme listed on NASDAQ and the Euro Brexit
Medium Term Note programme listed in both London and Dublin, to The Board considered the likelihood and potential impact of a no-deal
ensure cost efficient and dependable financial resources are available to Brexit on the Company and its stakeholders, with particular focus on
the business. The first tranche of mandatory convertible bond matured Vodafone UK and Business. Following the withdrawal of the United
in March 2021 and the Company issued a series of notes due between Kingdom from the European Union on 31 January 2021, the Board
November 2021 and January 2024. continued to monitor any potential impact on our business.

Dividend ESG Committee

To support each dividend approved by the Board, detailed updates On 11 May 2021, the Board formally approved the establishment of
are received from Group Investor Relations and Group Finance a new Committee of the Board, the ESG Committee. The objectives
relating to financial resilience, performance outlook and external of the ESG Committee include the oversight of Vodafone’s ESG
views and the Board has an opportunity to discuss those and other programme: Purpose (Inclusion for All; Planet; and Digital Society),
relevant considerations. sustainability and responsible business practices, as well as Vodafone’s
contribution to the societies we operate in under the social contract.
Key stakeholder interests considered:
The Committee also monitors progress against key performance
– Investors: whilst reliable cash returns are generally positive for
indicators and external ESG index results.
shareholders and attractive to prospective investors, the COVID-19
pandemic caused a divergence in views amongst institutional Key stakeholder interests considered:
investors. Some were supportive of businesses retaining cash to – Investors: strong ESG governance has become a key requirement
protect themselves from the prolonged period of uncertainty, of an ESG programme.
whilst others preferred that cash returns be maintained – Governments and regulators: ensure compliance with local and
where appropriate. international legal and regulatory obligations.
– Governments and regulators: during COVID-19, the UK – Local Communities and NGOs: ESG matters affect the
government expressed concerns over the long-term viability of day-to-day lives of the people in our local communities.
businesses and encouraged businesses to consider retaining cash – Suppliers and customers: seek high ethical standards to be
to ‘weather the storm’. upheld end-to-end in the supply chain.
Decision-making: – Employees: seek protection from health and safety risks, but also
The concerns of our key stakeholders were considered by the Board. take pride in being part of our commitment to ESG matters.
The Board’s decision was supported by a robust assessment of the Decision-making:
position, performance and viability of the business carried out by The Board believed that the ESG Committee will promote the
management. The Board was mindful that the Directors had continued long-term success of Vodafone, for the benefit of its members as
to adopt the going concern basis in preparing the annual report and a whole and our key stakeholders, by providing the Board with
accounts and was also cognisant of available reserves to support enhanced oversight of ESG matters.
the dividend.
The establishment of a new ESG Committee is a strong signal to all
On 16 November 2020, we announced a dividend of 4.5 eurocents our key stakeholders, and wider society, of the strength of Vodafone’s
per share and have recommended a dividend of 4.5 eurocents per commitment to its ESG programme and goals, and enhances the
share to be paid on 6 August 2021. This was consistent with dividends commitments made in the social contract.
declared during FY20 and the expectations of our shareholders.
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Effective use of our skills and experience

and improving our performance
The Board recognises that it needs to continually Summary of findings
monitor and improve its performance. This is Progress against 2020 actions
achieved through the annual performance evaluation, The evaluation determined that Jean-François’ succession to the Chairman
full induction of new Board members and ongoing role had been successfully completed and the comprehensive induction
Board development. The conclusions of this year’s could be improved only with personal visits to Vodafone’s main operating
review have been positive and confirmed that the locations once travel restrictions are eased.
Board remains effective. Presentations to the Board on regulatory developments and consumer
behaviours had enhanced the Board’s understanding of emerging risks
Process undertaken for our Board evaluation and opportunities for Vodafone.
Since the appointment of a new Chairman of the Board in 2020, the The Board’s Strategy meeting could not be held in person because of
Board decided to have an externally facilitated review of its effectiveness the COVID-19 pandemic but was successfully held via video conference
early in the new Chairman’s tenure. Therefore it appointed Consilium and the Board benefited from receiving a range of presentations from
Limited, an independent board review firm, to conduct the 2021 senior managers.
Board evaluation. Consilium had conducted the last externally
facilitated review in 2019. The Board asked Consilium to assess Actions for the FY22 financial year
whether the recommendations it had made in its 2019 review had The 2021 Board review reported that virtual working had somewhat
been implemented and to make a new assessment of the Board’s blunted the liveliness of discussions and the Directors, recognising the
current effectiveness. Consilium is considered fully independent as need to continue to improve the quality of conversations, agreed with
it does not have a relationship with the Board or any Director. Consilium’s recommendations for:
Consilium took input from the Chairman, Senior Independent Director, – more and different forms of engagement between Directors, with and
Chief Executive and Company Secretary on the design of the review without the Executive Directors;
process and the areas to be covered by the questionnaire that was used
– refreshing the Board’s composition and reviewing the mix of skills and
to gather input to enable a rigorous review of the Board as a whole, its
experience on the Board in light of the next phase of strategy;
Committees and individual Directors’ contributions to Board discussions
and decision-making. The objectives of the review were to provide an – continuing to ensure Board agendas concentrate on the specifics of
assessment of Vodafone Group’s Board effectiveness and governance. organic improvement and growth and their underlying drivers; and
– understanding closely the organisation’s capacity, capabilities and
A tailored Board questionnaire was compiled to gather and distil feedback. cultural change and monitoring progress on new proposition
Consilium collated the responses from Directors, held interviews with developments, ESG and culture change.
selected Directors and the Company Secretary, made an independent
assessment of the effectiveness of the Board and presented a report on Details of the next Board evaluation and progress made on the above
its findings and recommendations to the Board which was considered at actions will be reported in the 2022 Governance Report.
Board and Committee meetings in March 2021.
The evaluation was designed in part to evaluate the progress made on the
four actions identified by the 2020 evaluation. Those were:
– Developing the Board’s understanding of relevant regulatory
authorities and further attention on customers.
– The effective induction of Jean-François van Boxmeer and seamless
transfer of the Chairman role.
– A better understanding of customer insights and the development of
its understanding and oversight of Vodafone Business.
– Enhancing the Board’s Strategy meeting.
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Governance (continued)

Nominations and Governance Committee

The Nominations and Governance Committee As Chairman of the Committee, I take an active role in overseeing
(‘the Committee’) continues to focus on evaluating the the progress made towards improving diversity on the Board and
the Executive Committee. Succession planning and the appointment
composition of the Board. The Committee ensures that process are key in promoting diversity in a way that is consistent with
the Board is comprised with an appropriate balance of the long-term strategy of the Group. The Committee ensures we have
skills, knowledge, experience and diversity so that it is sufficiently diverse, deep and broad expertise on the Board.
effective in discharging its responsibilities and in having Our commitment to diversity and technology skills extends beyond the
oversight of all matters relating to corporate governance. Board and Executive Committee. The Committee reviews initiatives which
Chairman aim to develop the talent pipeline.
Jean-François van Boxmeer Further details of our programmes to manage talent can be found
Members on page 22
Sir Crispin Davis
Valerie Gooding Changes to the Board and Executive Committee
Renee James On 27 July 2020, David Thodey stepped down from the Board.
Following the AGM and effective from 28 July 2020, I joined the Board
Key Responsibilities as a Non-Executive Director, becoming Chairman on 3 November 2020
– Assessing the composition, structure and size of the Board and its following Gerard Kleisterlee’s resignation after 10 years of service.
Committees and leading the process for appointments to the Board;
– Succession planning for the Board and Executive Committee, taking I am pleased that shareholders will have the opportunity to appoint Olaf
into account diversity and the need for an orderly succession; Swantee as a new Non-Executive Director at the AGM on 27 July 2021.
Olaf has extensive experience of the telecommunications sector and a
– Overseeing the performance evaluation of the Board, its Committees
consistent record of creating shareholder value.
and individual Directors; and
– Monitoring developments in all matters relating to corporate Renee James will not be standing for re-election at the AGM on
governance, bringing any issues to the attention of the Board. 27 July 2021. Over her 10-year tenure, Renee has provided invaluable
expertise and contribution to the Board and as a Committee member.
The Committee is comprised solely of independent Non-Executive On behalf of the Board I would like to extend my gratitude and thanks
Directors. The Committee had four scheduled meetings during the to Renee.
year which were fully attended by all members.
The Committee is regularly informed on succession planning and
Due to the COVID-19 pandemic, Committee meetings were attended changes on the membership of the Executive Committee. During the year
virtually by Committee members with other individuals and external the following changes were made:
advisers invited to attend all or part of the meetings as appropriate. The
Committee’s key areas for its focus in the coming year are set out below. – On 1 November 2020 Colman Deegan was appointed as CEO
Vodafone Spain and a member of the Executive Committee replacing
Key focus for the year Antonio Coimbra.
The key areas of focus for the next year: – Effective 15 February 2021 Nick Jeffery resigned as CEO of Vodafone
UK and a member of the Executive Committee. On the same date,
– The completion of Jean-François van Boxmeer’s induction; Ahmed Essam became CEO of Vodafone UK, retaining his place on
– Subject to shareholder approval, the onboarding and induction of the Executive Committee, and Alex Froment-Curtil became Group
Olaf Swantee; Chief Commercial Officer and joined the Executive Committee.
– Board and Executive Committee succession planning in order to
maintain their necessary balance of skills, knowledge and experience Assessment of the independence of the
to remain effective; Non-Executive Directors
– Continuing to review Board independence and ensuring Directors All Non-Executive Directors have submitted themselves for re-election at
have sufficient time to fulfil their Board responsibilities; the 2021 AGM, other than Renee James who will retire from the Board at
– Continuing to monitor compliance with the Code and future the 2021 AGM.
regulatory updates.
In accordance with the Code, the independence of all the Non-Executive
Directors was considered by the Committee, including the circumstances
Letter from Committee Chairman for Gerard Kleisterlee and Renee James’ tenures exceeding nine years
On behalf of the Board, I am pleased to present my first Nominations and to support succession planning and maintain diversity on the Board. All
Governance Committee Report for the year ended 31 March 2021. This Non-Executive Directors are considered independent and they continue to
past year, the main focus of the Committee has been Board and Executive make independent contributions and effectively challenge management.
Committee composition, succession planning and corporate governance
matters, with a continued focus on the appointment of Non-Executive The Executive Directors’ service contracts and Non-Executive Directors’
Directors with telecoms and technology expertise. I joined the Board appointment letters are available for inspection at our registered office
on 28 July 2020 and was appointed Chair of the Board and joined the and will be available on display at the 2021 AGM.
Committee with effect from 3 November 2020.
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Management of conflicts of interest Diversity

The Companies Act 2006 provides that directors have a duty to avoid a In line with Vodafone’s Board Diversity Policy, the Committee is firmly
situation in which they have or may have a direct or indirect interest that committed to supporting diversity and inclusion in the boardroom in
conflicts or might conflict with the interests of the Company. This duty is compliance with the Code and acknowledges the importance of diversity
in addition to the existing duty owed to the Company to disclose to the and inclusion to the effective functioning of the Board.
Board any interest in a transaction or arrangement under consideration
As set out in our Board Diversity Policy, Vodafone’s long-term ambition is
by the Company.
to increase diversity on our Board in all its forms. The Committee annually
Our Directors must report any changes to their commitments to the reviews and agrees the Board Diversity Policy and monitors the progress
Board, immediately notify the Company of actual or potential conflicts made at Board and senior management levels during the financial year.
or a change in circumstances relating to an existing authorisation and
For the technology sector to reach its full social and economic potential
complete an annual conflicts questionnaire. Any conflicts or potential
it needs to more fairly reflect the world in which we operate. Diversity
conflicts identified are considered and, as appropriate, authorised by the
at Vodafone extends beyond the Board to the global workforce. The
Board in accordance with the Company’s Articles of Association. A register
Committee has been and continues to monitor Vodafone’s compliance
of authorised conflicts is also reviewed periodically.
with targets and best practice recommendations set for gender diversity
The Committee and the Board are satisfied that the external commitments by the Hampton-Alexander Review and for ethnic diversity by the
of the Non-Executive Directors and of me, your Chairman, do not conflict Parker Review.
with our duties and commitments as Directors of the Company, and
The Hampton-Alexander Review recommended that by 2020 there
that each Non-Executive Director is able to dedicate sufficient time to
would be at least 33% female representation at the Board, Executive
the Company’s affairs. During the financial year, the Board noted that
Committee positions and direct reports of the Executive Committee
Sanjiv Ahuja, who is the Chairman of Tillman Global Holdings (‘Tillman’)
(the ‘Senior Leadership Team’). We are pleased to report that as at
which provides tower/fibre constructions ownership and maintenance,
31 March 2021, five women and six men served on the Board, which
has a potential conflict of interest which has arisen as a result of Tillman
meant that 45.5% of our Board were female. Our Executive Committee
operating in Europe where Vantage Towers also operates. The conflict
has four positions held by women (28.6%). In the Senior Leadership
of interest has been, and will continue to be, monitored and managed
Team, 50 roles are held by women (30.7%), which is an increase from
by Mr Ahuja not receiving materials or taking part in decisions relating to
2020 (28.9%). We are confident that the initiatives detailed on page 37
the Company’s interest in Vantage Towers or towers matters generally.
will support us to reach the Hampton-Alexander Review target and to
The Committee is comfortable that it has adequate measures in place achieve our ambition to have 40% of women holding management
to manage and mitigate any actual or potential conflicts of interests that and leadership roles by 2030.
may arise in the future.
The Committee is mindful of the recommendation of the Parker Review
Report to have at least one Director from a non-white ethnic minority by
Board evaluation 2021 and is satisfied that our Board currently meets this recommendation,
In accordance with the Code, Vodafone conducts an annual evaluation with 9.1% of the Board being ethnically diverse. Vodafone has implemented
of the performance of Board and Board Committee, which every Director a self-declaration process on diversity characteristics including ethnicity
engages in. This year an external evaluation took place; the outcome of on our people system to improve visibility in this area and inform decisions
the evaluation and the actions to be addressed during the financial year on actions required to support ethnic diversity within the organisation.
ending 31 March 2021 can be found on page 73.
Read more about how we build a diverse and inclusive
organisation on pages 34 to 37
Time commitment
In accordance with the Code, the Committee actively reviews the time Read more about our recognition in diversity indexes
commitments of the Board. All Directors are engaged in providing their on pages 37
external commitments to establish that they have sufficient time to meet
their Board responsibilities. The Committee is satisfied that the Board does Governance
meet this requirement and all Directors provide constructive challenge, The Committee continues to review action taken to comply with the
strategic guidance and hold the management to account. Code and other legal and regulatory obligations during the year. The
Committee received regular governance updates and is satisfied that
Succession planning Vodafone has complied with the Code in full during the year.
An overview of my search and induction process can be found on The Matters Reserved for the Board and the terms of reference of the
page 63. The search and appointment process for your new Chairman Nominations and Governance Committee, the Audit and Risk Committee
began in 2019 via a sub-committee of the Committee, led by our and the Remuneration Committee were reviewed in March 2021.
Senior Independent Director, Valerie Gooding. Two external search
consultancies were engaged to support, MWM Consulting and Spencer
Stuart (both have no other connections with Vodafone or our Directors). Jean-François van Boxmeer
On behalf of the Nominations and Governance Committee
The sub-committee recommended to the Board that I be appointed
because it had concluded that I enhanced the mix of diversity, skills and 18 May 2021
experience for the Board, due to my extensive international experience,
particularly across Europe and Africa, and for my expertise at Heineken
for managing transformation and creating shareholder value.
The Committee monitors the length of tenure and the skills and
experience of the Non-Executive Directors to assist in succession
planning. Details of the length of tenure of each Director and summary of Scan or click to watch our Chairman share his views on
the skills and experience of the Non-Executives can be found on pages 67 his first months at Vodafone:
and 68. The Committee is confident that the Board has the necessary mix investors.vodafone.com/videos-chair
of skills and experience to contribute to the Company’s strategic objectives.
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Governance (continued)

Audit and Risk Committee

The Committee plays a key role in the governance and provides its independent view to the Committee on specific financial
of the Group’s financial reporting, risk management, reporting judgements and the control environment.
internal control and assurance processes and the Every three years the Board appoints an external organisation to perform
external audit. Cyber threat and information security an independent review of the Committee to evaluate its performance.
remained a key focus for the Committee along with The last review was performed in March 2019 and concluded that the
Board members considered the Committee to be thorough and fully
the impact of COVID-19 and the IPO readiness of effective in meeting its objectives. A finding of the Board effectiveness
Vantage Towers prior to its listing on 18 March 2021. review conducted by Consilium in March 2021 was that the Committee
Chairman and financial expert was operating effectively.
David Nish
Members David Nish
On behalf of the Audit and Risk Committee
Sanjiv Ahuja
Michel Demaré
Scan or click to watch the Chair of the Audit
Amparo Moraleda
and Risk Committee explain his role:
I am pleased to present our report to you as Chair of the Audit and Risk investors.vodafone.com/videos-arc
Committee. This report provides an overview of how the Committee
operates, an insight into the Committee’s activities and its role in ensuring
the integrity of the Group’s published financial information and the
Objective
effectiveness of its risk management, controls and related processes. The Committee’s objective is the provision of effective governance
over the appropriateness of financial reporting of the Group, including
The membership of the Committee changed during the year. Sir Crispin the adequacy of related disclosures, the performance of both the
Davis stepped down to become a member of the Remuneration Committee. Internal Audit function and the external auditor and oversight of
I would like to thank Sir Crispin for his significant contribution to the work the Group’s systems of internal control, business risks and related
of the Committee. compliance activities.
This year, the Committee focused on the following areas:
Key responsibilities
– Cyber threat and information security. External threats in this area
continue to grow. The Committee met with the cyber security The responsibilities of the Committee are to:
leadership team twice during the year to challenge the cyber – Monitor the integrity of the financial statements, including the review
security operating model and to ensure the security risks across of significant financial reporting judgements;
the IT landscape are assessed and managed; – Provide advice to the Board on whether the Annual Report is fair,
– Monitored progress before the initial public offering (‘IPO’) of Vantage balanced and understandable and on the appropriateness of the
Towers A.G. on 18 March 2021; long-term viability statement;
– The ongoing impacts of COVID-19 on Group risk management, – Review and monitor the external auditor’s independence and
cash flow and funding, accounting, disclosure and financial controls; objectivity and the effectiveness of the external audit;
– Ongoing assessment of the risk and control environments at selected – Review the system of internal financial control and compliance with
business units; and section 404 of the US Sarbanes-Oxley Act;
– Deep-dive reviews with management on a range of topics related to – Review and provide advice to the Board on the approval of the Group’s
the Committee’s accountabilities and which are summarised in this US annual report on Form 20-F;
report on page 81. – Monitor the activities and review the effectiveness of the Internal Audit
The Committee met seven times during the year, five times as part of function; and
its regular schedule of meetings and two supplementary meetings in – Monitor the Group’s risk management system, review of the principal
December and February to review the IPO readiness of Vantage Towers. risks and the management of those risks.
The attendance by members at Committee meetings can be seen on
Click to read the Committee’s terms of reference:
page 62. The external auditor is invited to each meeting.
vodafone.com/board
Each regular meeting included reviews of risk and compliance related
matters, although these areas received particular focus at the January Committee governance
meeting. At the September and March meetings we considered the Committee meetings normally take place the day before Board
anticipated matters impacting the Group’s half-year and year-end meetings. The Chair reports to the Board, as a separate agenda item,
reporting and approved the principal and emerging risks. In November on the activity of the Committee and matters of particular relevance.
and May, we concluded our risk assessment and advised the Board of The Board has access to the Committee’s papers and receives copies
the outcome prior to the release of the Group’s half-year and year-end of the Committee minutes.
financial results.
The Committee regularly meets separately with the external auditor,
Our external auditor, Ernst & Young LLP (‘EY’), completed its second the Chief Financial Officer and the Group Audit Director without others
annual audit. EY continues to provide robust challenge to management being present. The Chair also meets regularly with the external lead audit
partner throughout the year outside of the formal Committee process.
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The Chair is designated as the financial expert on the Committee for the Financial reporting
purposes of the US Sarbanes-Oxley Act and the UK Corporate Governance The Committee’s primary responsibility in relation to the Group’s
Code. The Committee continues to have competence relevant to financial reporting is to review, with management and the external
the sector in which the Group operates. The skills and experience of auditors, the appropriateness of the half-year and annual consolidated
Committee members is detailed on pages 67 and 68. financial statements. The Committee focuses on:

COVID-19 – The quality and acceptability of accounting policies and practices;

The COVID-19 pandemic continues to have a range of implications on risk – Material areas in which significant judgements have been applied or
management and corporate reporting in the year. The key considerations where significant issues have been discussed with the external auditor;
are summarised below. – An assessment of whether the Annual Report, taken as a whole, is fair,
balanced and understandable and whether our US annual report
Principal and emerging risks on Form 20-F complies with relevant US regulations;
The impact of COVID-19 has been accounted for in the assessment of the – The clarity of the disclosures and compliance with financial
Group’s principal and emerging risks and uncertainties. reporting standards and relevant financial and governance
Corporate governance reporting requirements;
The financial close process and external audit – Providing advice to the Board on the form and basis underlying
As restrictions regarding social distancing and travel remained mostly in the long-term viability statement; and
place during the year, the Group’s employees involved in the preparation – Any correspondence from regulators in relation to our
of ongoing management information, financial reporting and supporting financial reporting.
the external audit continue to work from home, as do the external auditor
teams. Our second year-end close process under restrictions benefited Accounting policies and practices
from the increase in our capabilities and the efficiencies we have The Committee received reports from management in relation to:
developed over the year, working away from our offices. – The identification of critical accounting judgements and key sources
Internal controls systems of estimation uncertainty;
The controls we implemented last year to support remote working – Significant accounting policies; and
remain in place. – Proposed disclosures of these in the 2021 Annual Report.
Financial reporting Following discussions with management and the external auditor, the
The impact of COVID-19 on current trading conditions has been factored Committee approved the disclosures of the accounting policies and
into significant financial reporting judgements, notably our business plans practices set out in note 1 “Basis of preparation” and within other notes
used in impairment testing and amounts provided against receivables to the consolidated financial statements.
and contract assets for expected credit losses. See significant reporting Fair, balanced and understandable
judgements on page 78. The Committee assessed whether the Annual Report, taken as a whole,
Long-term viability statement and going concern assessment is fair, balanced and understandable and provides the information
The Committee provides advice to the Board on the form and basis of necessary for shareholders to assess the Company’s position and
conclusion underlying the long-term viability statement as set out on performance, business model and strategy. The Committee reviewed
page 61 and the going concern assessment on page 109. the processes and controls that underpin its preparation, ensuring that
all contributors, the core reporting team and senior management are
The Committee challenged management on its financial risk assessment fully aware of the requirements and their responsibilities. This included
as part of its consideration of the long-term viability statement. This the financial reporting responsibilities of the Directors under section 172
included scrutiny of forecast liquidity, balance sheet stress tests, the of the Companies Act 2006 to promote the success of the Company for
availability of cash and cash equivalents through new or existing financing the benefit of its members as well as considering the interests of other
facilities and a review of counter-party risk to assess the likelihood of third stakeholders which will have an impact on the Company’s long-term
parties not being able to meet contractual obligations. Certain elements success of the entity.
of this exercise supplemented the normal annual process and
assessment of the Group’s prospects made by management, and The Committee reviewed a draft of the Annual Report to enable input
included consideration of: and comment. The Committee also reviewed the results announcements,
supported by the work of the Group’s Disclosure Committee, which also
– The review period and alignment with the Group’s internal long- reviews and assesses the Annual Report and investor communications.
term forecasts;
– The assessment of the capacity of the Group to remain viable after This work enabled the Committee to provide positive assurance to the
consideration of future cash flows, expected debt service requirements, Board to assist them in making the statement required by the 2018 UK
undrawn facilities and access to capital markets; Corporate Governance Code.
– The modelling of the financial impact of certain of the Group’s
principal risks materialising using severe but plausible scenarios;
– Ensuring clear and enhanced disclosures in the Annual Report
as to why the assessment period selected was appropriate to
the Group, what qualifications and assumptions were made and
how the underlying analysis was performed, consistent with
FRC pronouncements: and
– Comprehensive disclosure in relation to the Group’s liquidity provided
in the consolidated financial statements. See note 22 “Capital and
financial risk management”.
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Governance (continued)

Significant financial reporting judgements

The areas considered and actions taken by the Committee in relation to the 2021 Annual Report are outlined below. For each area, the Committee was
satisfied with the accounting and disclosures in the financial statements.
Area of focus Actions taken
Revenue recognition
Revenue is a risk area given the inherent complexity of IFRS 15 accounting The accounting policy for, and related disclosure requirements of IFRS 15 that have
requirements and the underlying billing and related IT systems. been presented in the Annual Report, were reviewed in March and May 2021. The
Committee challenged EY on the scope of their revenue audit processes as part of
See note 1 “Basis of preparation”.
the agreement of the audit plan.
M&A transactions
There have been a range of transactions in the year requiring accounting The Committee reviewed and discussed the accounting of these transactions with
consideration. These include: management at the September 2020, March 2021 and May 2021 meetings.
– Vantage Towers related matters, focused mostly around lease accounting and The Committee also received detailed reporting from the external auditor on its
goodwill allocation; assessment on the accounting judgements and disclosures made by management
– The buy-out offer to KDG minority shareholders; in both the half-year and annual consolidated financial statements.
– The combination of the Group’s interest in Indus Towers with Bharti Infratel;
– The merger of Vodafone Hutchison Australia with TPG Telecom;
– The sale of a portion of the Group’s interest in INWIT;
– The combination of the tower infrastructure assets of Vodafone Greece with
Wind Hellas Telecommunications SA; and
– Reversal of held for sale accounting for Vodafone Egypt.
Vodafone Idea
The disclosure and accounting judgements in relation to the impacts of Vodafone The Committee reviewed the appropriateness of the Group’s provisioning in relation
Idea Limited’s (‘VIL’) adjusted gross revenue (‘AGR’) judgement debt on the Group’s to potential liabilities under the payment mechanism agreed with VIL considering
conditional and capped obligations to make certain payments to VIL under a payment VIL’s ability to make any further material payments of its AGR judgement debt.
mechanism agreed at the time of the merger between Vodafone India and Idea These reviews occurred at the September 2020, March 2021 and May 2021
Cellular in 2017. Committee meetings.
See note 29 “Contingent liabilities and legal proceedings”.
Indus Towers
The valuation of the security package provided by the Group to Indus Towers (‘Indus’) The Committee reviewed the classification of Indus as held for sale during the May
in respect of commitments of VIL to Indus. The classification of the investment in Indus 2021 Committee meeting considering (i) VIL’s commitments to Indus and its ability to
as held for sale. settle its obligations, (ii) the terms of the pledges contained within the security package,
See note 29 ”Contingent liabilities and legal proceedings”. and (iii) the Group’s obligations with respect to the loan secured against the Group’s
interests in VIL and Indus.
Liability provisioning
The Group is subject to a range of claims and legal actions from a number of sources, The Committee met with the Director of Litigation in November 2020 and May 2021
including competitors, regulators, customers, suppliers and, on occasion, fellow in advance of the half-year and year-end reporting, respectively. The Committee
shareholders in Group subsidiaries. reviewed and challenged management’s assessment of the current status of the most
significant claims, together with relevant legal advice received by the Group, to form a
See note 16 “Provisions” and note 29 “Contingent liabilities and legal proceedings”.
view on the level of provisioning and disclosure in the financial statements.
Impairments
Judgements in relation to impairment testing relate primarily to the assumptions The Committee reviewed and discussed detailed reporting with management and
underlying the calculation of the value in use of the Group’s businesses, being the challenged the appropriateness of the assumptions made, including:
achievability of the long-term business plans and the macroeconomic and related
– The consistent application of management’s methodology;
modelling assumptions underlying the valuation process.
– The achievability of the business plans;
See note 4 “Impairment losses”. – Assumptions in relation to terminal growth in the businesses at the end of the plan
period; and
– Discount rates.
The ongoing impact of COVID-19 has been factored into the latest business plans.
The Group Head of Planning presented the output of the impairment exercise at the
May meeting.
During the year, the Group recorded no impairments in respect of its investments.
Taxation
The Group is subject to a range of tax claims and related legal actions in a number The Committee met with the Group Tax Director in November 2020 and May 2021
of jurisdictions where it operates. in advance of the half-year and year-end reporting, respectively. The Committee
challenged the judgements underpinning both the provisioning and disclosures
Further, the Group has extensive accumulated tax losses and a key management
adopted for the most significant components of contingent taxation liabilities and
judgement is whether a deferred tax asset should be recognised in respect of
the underlying assumptions for the recognition of deferred tax assets, principally the
those losses.
assessment of the amount of tax losses and the availability of future taxable profits in
See note 6 “Taxation” and note 29 “Contingent liabilities and legal proceedings”. Luxembourg. The Group tax charge includes a €2.8 billion charge from the utilisation
of deferred tax assets in Luxembourg as a result of a reduction in tax losses arising
from an increase in the valuation of investments in local GAAP accounts.
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Regulators and our financial reporting During the year, Internal Audit coverage focused on principal risks,
The FRC publishes thematic reviews to help companies improve the which included: Global economic disruption, Cyber threat and
quality of corporate reporting around new accounting standards and information security, Legal and regulatory compliance and Technology
also provides guidance and reviews the quality of reporting across failure. Relevant audit results are reported at the same time as the
public companies. The Group routinely reviews FRC publications, the Committee’s in-depth review with the risk owner, which allows the
most relevant publications for the 2021 financial close process being: Committee to have an integrated view on the way the risk is managed.
Assurance was also provided across a range of areas, including data loss
– Year-end advice to Audit Committee Chairs, CEOs and CFOs;
prevention and phishing, data privacy, network change management,
– Thematic review on existing disclosure requirements for IFRS 15 and sourcing, tariff and discounts management, credit vetting and collection,
IFRS 16; and Vodafone Business solution delivery and M-Pesa. The activities performed
– Consolidated COVID-19 disclosure requirements issued in December by the shared service organisation also received attention due to their
2020 which superseded previous publications on this topic. significant bearing on the effectiveness of global processes.
The Group already complied with the majority of the recommendations Management is responsible for ensuring that issues raised by Internal
and the 2021 Annual Report has been updated to adopt best practice Audit are addressed within an agreed timetable, and the Committee
where applicable. reviews their timely completion.
In March 2021, the Corporate Reporting Review department of the Assessment of Group’s system of internal control, including
Financial Reporting Council (‘FRC’) advised that our Annual Report for the risk management framework
the year ended 31 March 2020 had been subject to their review and The Group’s risk assessment process and the way in which significant
explanations were requested on certain accounting and disclosure business risks are managed is an area of focus for the Committee. The
matters. Our responses were accepted by the FRC and their review Committee’s activity here was led primarily, but not solely, by the Group’s
was closed in May 2021. This review resulted in enhancements to our assessment of its principal and emerging risks and uncertainties, as set
disclosures which are reflected within this Annual Report. out on pages 53 to 58. In particular, Cyber threat and information security
Also in March 2021, the US Securities and Exchange Commission raised a remains a major focus for the Committee given the ongoing risks in
number of matters in relation to disclosures within our Form 20-F for the this area.
year ended 31 March 2020. We submitted our written responses to the The Group has an internal control environment designed to protect the
SEC and, as a result, our US Form 20-F for the year ended 31 March 2021 business from the material risks which have been identified. Management
will reflect enhancements to our disclosures. is responsible for establishing and maintaining adequate internal controls
and the Committee has responsibility for ensuring the effectiveness of
Internal control and risk management those controls.
The Committee has the primary responsibility for the oversight of the The Committee reviewed the process by which Group management
Group’s system of internal control, including the risk management assessed the control environment, in accordance with the requirements
framework, the compliance framework and the work of the Internal of the Guidance on Risk Management, Internal Control and related
Audit function. Financial and Business Reporting published by the FRC. Activity here
Internal Audit was driven by reports from the Group Audit Director, the Director of Risk
The Internal Audit function provides independent and objective assurance and a range of functional specialists covering areas such as anti-money
over the design and operating effectiveness of the system of internal laundering and policy compliance on the effectiveness of internal
control, through a risk based approach. The function reports into the controls. Although not relevant in the financial period, this would include
Committee and, administratively, to the Group Chief Financial Officer. The any identified incident of fraud, including those involving management
function is composed of teams across Group functions and local markets. or employees with a significant role in internal controls.
This enables access to specialist skills through centres of excellence and The Committee has completed its review of the effectiveness of the
ensures local knowledge and experience. Cooperation with professional Group’s system of internal control, including risk management, during
bodies and an information technology research firm has ensured access the year and up to the date of this Annual Report. The review covered
to additional specialist skills and an advanced knowledge base. all material controls including financial, operating and compliance
Internal Audit activities are based on a robust methodology and the controls. The Committee confirms that the system of internal control
internal quality assurance improvement programme ensures compliance operated effectively for the 2021 financial year. Where specific areas
with the Standards of the Institute of Internal Auditors. The function has for improvement were identified, mitigating alternative controls and
invested in several initiatives to improve its effectiveness, particularly in processes were in place. This allows us to provide positive assurance
the adoption of new technologies. The increased use of data analytics has to the Board to help fulfil its obligations under the 2018 UK Corporate
provided broader and deeper audit testing and driven increased insights. Governance Code.
The Committee has a standing agenda item to cover Internal Audit Compliance with section 404 of the US Sarbanes-Oxley Act
related topics. Prior to the start of each financial year, the Committee Oversight of the Group’s compliance activities in relation to section 404
reviews and approves the annual audit plan, assesses the adequacy of the US Sarbanes-Oxley Act and policy compliance reviews also falls
of the budget and resources and reviews the operational initiatives within the Committee’s remit.
for the continuous improvement of the function’s effectiveness. Management is responsible for establishing and maintaining adequate
The audit plan was revisited in April 2020 to reflect the risks from internal controls over financial reporting and we have responsibility for
the COVID-19 pandemic. ensuring the effectiveness of these controls. The Committee received
The Committee reviews the progress against the approved audit plan and updates on the Group’s work in relation to section 404 compliance and
the results of audit activities, with a focus on unsatisfactory audit results the Group’s broader financial control environment during the year. As
and “cross-entity audits” which are audits that are performed across the Group continues to centralise processes and controls into shared
multiple markets with the same scope. Audit results are analysed by service centres, we continue to challenge management on ensuring
process and geography to highlight changes in the control environment the nature and scope of control activities change to ensure key risks
and areas that require attention. continue to be adequately mitigated. The deeper use of automated
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Governance (continued)

controls embedded within our systems is part of this ongoing evolution EY audit and non-audit fees
in the control environment. Total fees payable to EY for audit and non-audit services in the year
ended 31 March 2021 amounted to €28 million (2020: €29 million).
The Committee also took an active role in monitoring the Group’s
This included fees of €9 million which were incurred as part of the IPO
compliance activities, including receiving reports from management in
of Vantage Towers A.G. This comprised fees of €1 million for financial
the year covering programme-level changes, the scope of compliance
statement audit services and non-audit fees of €8 million for IPO services
work performed and the results of controls testing. The external auditor
and Reporting Accountant procedures.
also reports the status of its work in relation to controls in its reports to
the Committee. Audit fees
The Committee reviewed and discussed the fee proposal, was engaged
External audit in agreeing audit scope changes and, following the receipt of formal
The Committee has primary responsibility for overseeing the relationship assurance that their fees were appropriate for the scope of the work
with the external auditor, Ernst & Young LLP (‘EY’). This includes making required, agreed an audit fee of €20 million for statutory audit services
the recommendation on the appointment, reappointment and removal in the year (2020: €22 million).
of the external auditor, assessing their independence on an ongoing basis Non-audit fees
and approving the statutory audit fee, the scope of the statutory audit and To protect the independence and objectivity of the external auditor, the
the appointment of the lead audit engagement partner. Alison Duncan Committee has a policy for the engagement of the external auditor to
has held this role since the appointment of EY in the prior financial year. provide non-audit services. The policy prohibits EY from playing any part
EY presented to the Committee its detailed audit plan for the 2021 in management or decision-making, providing certain services such as
financial year, which outlined its audit scope, planning materiality and its valuation work and the provision of accounting services. The Group’s
assessment of key audit risks. The identification of key audit risks is critical non-audit services policy incorporates the requirements of the FRC’s
in the overall effectiveness of the external audit process and these are Ethical Standard, including a ‘whitelist’ of permitted non-audit services
outlined in the Audit Report on pages 110 to 120. which mirrors the FRC’s Ethical Standard.

The Committee also received reports from EY on its assessment of The Committee has pre-approved that EY can be engaged by
the accounting and disclosures in the financial statements and management, subject to the policies set out above, and subject to:
financial controls. – A €60,000 fee limit for individual engagements;
The Committee will continue to review the auditor appointment and – A €500,000 total fee limit for services where there is no legal
anticipates that the audit will be put out to tender at least every 10 years. alternative; and
The Company has complied with the Statutory Audit Services Order 2014 – A €500,000 total fee limit for services where there is no practical
for the financial year under review. The last external audit tender took alternative supplier.
place in 2019 which resulted in the appointment of EY. For those permitted services that exceed these specified fee limits, the
Independence and objectivity Committee Chair pre-approves the service.
In its assessment of the independence of the auditor, and in accordance Non-audit fees were €8 million (2020: €7 million) and represented
with the US Public Company Accounting Oversight Board’s (‘PCAOB’) 40% of audit fees for the 2021 financial year (2020: 32%). See note 3
standard on independence, the Committee received details of all “Operating profit/(loss)” for further details.
relationships between the Company and EY that may have a bearing
on their independence and received confirmation from EY that it is
independent of the Company in accordance with US federal securities
law and the applicable rules and regulations of the Securities and
Exchange Commission (‘SEC’) and the PCAOB.
Effectiveness of the external audit process
The Committee reviewed the quality of the external audit throughout
the year and considered the performance of EY, taking into account the
Committee’s own assessment, feedback, and the results of a detailed
survey of senior finance personnel across the Group. Based on these
reviews, the Committee concluded that there had been appropriate
focus and challenge by EY on the primary areas of the audit and that
EY had applied robust challenge and scepticism throughout the audit.
In January 2021, the FRC notified the Group that an audit quality review
was completed in respect of the EY audit of the Group for the year ended
31 March 2020. The FRC’s findings were reviewed by the Committee with
EY. No issues were identified in the report and certain areas of good
practice were noted.
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In-depth reviews
The Committee requested management to provide in-depth reviews as part of the meeting agendas. These reviews are summarised below,
together with the Group’s principal risk to which the review relates.
Principal risk
Subject of in-depth review (see pages 54 to 57)
Principal risk deep-dive with the Group External Affairs Director, the Global Supply Chain Director and the Group Corporate Security Director. Geo-political risk in supply chain
Business risk impact of COVID-19 which considered risks around supply chain management and the impact of the pandemic on the Group’s Global economic disruption
principal risks.
This was undertaken with the Group Strategy Director, the Global Supply Chain Director and the Group Head of Risk.
Review of the Long Term Viability Statement and the going concern assessment including the financial risk impact of COVID-19. Global economic disruption
This was undertaken with the Group Financial Controller, the Group Treasury Director, the Group Corporate Finance Director and the Group
Head of FP&A.
Principal risk deep-dive and mitigating measures that are being taken. Global economic disruption.
Cyber security briefings provided by the Group CTO and the Cyber Security Director. This included a threat assessment on the implications Cyber threat and information
of remote working and details of oversight activities. security
Principal risk deep-dive with a focus on the Italian market, from the Group CTO, the Group Cyber Security Director and the CEO of Cyber threat and information
Vodafone Italy. This was in response to the reported data breach at Ho Mobile, a brand in Italy owned by the Group. security
Principal risk deep-dive with the Group CTO and the Director of Strategy, R&D and Assurance. Technology failure
Pre-IPO readiness assessments of Vantage Towers, including (i) status of preparations for it to become an effective listed company, Strategic transformation
(ii) the risk and control environment and (iii) a review of the financial statements including basis of preparation and accounting judgements.
Input was provided by the Group General Counsel, the Group M&A Director, the Vantage Towers CFO and external legal counsel.
Deep-dive into the risk and control environment of the procurement company in Luxembourg from the Global Supply Chain Director. Geo-political risk in supply chain
Legal and regulatory compliance
Deep-dive into the risk, compliance and governance at Vodafone Business from the Vodafone Business CEO and CFO. Disintermediation and failure
to innovate
Legal and regulatory compliance
Deep-dive into the risk, compliance and governance at Vodacom, including M-Pesa, from the Vodacom Group CEO, South Africa CFO Strategic transformation
and team.
Legal and regulatory compliance
Deep-dive into the risk, compliance and governance at Vodafone Germany from the market CEO and CFO. Strategic transformation
Legal and regulatory compliance
Deep-dive into the risk and control environment at Vodafone UK, together with an overview of compliance with FCA obligations and Technology failure
preparations for Brexit. This was provided by the market CEO, CFO, CTO, General Counsel and External Affairs Director.
Legal and regulatory compliance
Details of (i) year-end accounting and reporting matters and (ii) s404 compliance status from the Group Financial Controlling and Legal and regulatory compliance
Operations Director.
Details of legal contingencies and key investigations from the Group Litigation Director. Legal and regulatory compliance
Tax update from the Group Tax Director. Legal and regulatory compliance
Reports from the Group Audit Director on (i) Internal Audit activities and results, (ii) the Annual Report on market-level Audit and Risk Legal and regulatory compliance
Committee activities and (iii) the Internal Audit plan for FY22.
Update from the ‘Speak Up’ channel that enables employees to raise concerns about possible irregularities in financial reporting or other Legal and regulatory compliance
issues and the outputs of any resulting investigations.
Briefings from the Group Head of Risk who provided a mid-year update and an overview of the principal risks for FY22. All principal risks
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Remuneration Committee

Letter from the Remuneration

Committee Chairman
On behalf of the Board, I present our 2021 Directors’ Scan or click to watch the Senior Independent Director
Remuneration Report. and Chair of the Remuneration Committee explain her
This report includes both our Policy Report (as approved by shareholders role: investors.vodafone.com/videos-rem
at the 2020 AGM), and our 2021 Annual Report on Remuneration, which
sets out how our policy was implemented during the year under review, When looking at the feedback from these forums and our other
and how it will be applied for the year ahead. channels of engagement (including senior leader ‘town hall’ webinars/
Q&A sessions, regular pulse surveys, and engagement through our digital
Response to COVID-19 collaboration platforms) it is clear that our colleagues valued the open
The last year has been a challenging period for our colleagues, customers, and regular updates the business had given throughout the year in
and the societies in which we operate. respect of our response to COVID-19. Colleagues have also expressed
their pride in working for Vodafone during a period when our services
During this period our business has shown a high degree of resilience and have proved critical to so many areas of society.
has continued to provide vital services at a time when communication
and connectivity is proving to be more important than ever both in our Further details on our stakeholder engagement activities can be found
personal and professional lives. on pages 12 and 13 of this Annual Report.

This resilience is illustrated through how our operations have continued Arrangements for 2022
to function without needing to take the type of decisions that have been
Base salary and pension arrangements
necessary in other industries and businesses. For example, we have not
Neither the Chief Executive nor the Chief Financial Officer have received
furloughed any of our employees and have continued our all-employee
a salary increase since their appointment to their current roles in 2018.
global reward review in both 2020 and 2021, including the delivery of
In light of their strong performance and growing experience in role,
performance related pay in line with our normal approach. We have also
the Committee agreed an increase would be justified. However, in line
continued to pay a dividend throughout this period.
with the restraint on salary increases for the wider leadership team, the
Such actions formed part of the Committee’s consideration when Committee felt that salaries for both Executive Directors should remain
determining a number of matters in the year including executive salaries, unchanged for the year ahead. The Committee acknowledges the
incentive outcomes, and package structures for the year ahead. The importance of our arrangements remaining fair and competitive
Committee has also continued to work within the spirit of its principles and will review this situation again next year.
which aim to ensure our pay arrangements drive the behaviours critical
Pension arrangements for both Executive Directors will continue to
to the delivery of our strategy, are aligned with performance, encourage
remain aligned with the wider UK workforce at 10% of base salary.
shareholder alignment, and support our Fair Pay principles. Further details
of the Committee’s principles can be found online as part of our new Annual bonus (‘GSTIP’)
digital content using the link on this page. Given the importance of growth to our strategy, the Committee agreed it
was appropriate to re-introduce service revenue as a performance measure
The remainder of this letter and report provides further information on
for the 2022 short-term incentive. As set out in last year’s report this
the nature of and reasons for such decisions.
measure had been removed from the 2021 plan due to the difficulty in
setting an appropriate target given the uncertainty caused by COVID-19
Stakeholder engagement during the year at the time.
As set out in last year’s letter, we launched our remuneration policy
consultation with our largest shareholders in November 2019 and the In light of the evolving external circumstances and our renewed
Committee would like to thank all shareholders who took the time to confidence in being able to set a robust target for 2022 it was agreed
provide feedback during the period leading up to the shareholder vote this measure should be restored in the 2022 plan with a weighting of
at our 2020 AGM. Our Policy Report was approved by over 96% of 25%. The remaining measures of free cash flow, EBIT, and customer
shareholders, reflecting the importance and effectiveness of genuine appreciation KPIs which have been retained from the 2021 structure,
two-way dialogue during such consultations. The intention continues to will also be equally weighted at 25% for the 2022 plan.
be for the current Policy Report to remain in place for its full three-year Global long-term incentive (‘GLTI’)
regulatory life-cycle. Following the approval of the Policy Report at our 2020 AGM, the first
In terms of engaging the employee voice, whilst COVID-19 prevented grant under our new GLTI structure which incorporates an ESG measure
our European and South African employee forums from meeting was made in November 2020. For 2022 the intention is to keep the same
face-to-face, both were able to take place online. As Senior Independent structure in line with our agreed normal policy. The intention is for such
Director I attended one meeting with each forum, with feedback from awards to be made in August 2021 with the Committee reviewing both
the meetings subsequently reported back directly to the Board. The internal and external considerations prior to formally approving the
key topics raised by employee representatives this year focused on our awards at the July 2021 meeting. Further details can be found on
response to COVID-19 including matters of remote working, employee pages 101 and 102.
well-being and communication during the period. I would like to thank
the representatives from both forums for inviting me and demonstrating
enthusiasm and diligence in our discussions.
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Performance outcomes during 2021 Consideration of discretion

GSTIP performance (1 April 2020 – 31 March 2021) The Committee reviewed the outcomes of both the annual bonus
Annual bonus performance during the year was measured against both and long-term incentive plan and considered the results both against
financial and strategic measures. Due to the difficulty in setting a service the relevant performance targets and the wider internal and external
revenue target in light of the uncertainty created by COVID-19 at the start context. As set out at the start of this letter, it was noted that the business
of the financial year the financial measures were adjusted free cash flow had remained resilient during the pandemic and that the bonus outcome
and adjusted EBIT whilst the strategic measure was assessed against for the year reflected this. The Committee also agreed that the outcome
customer appreciation KPIs. All three measures were equally weighted under the long-term incentive was appropriate given performance against
at 1/3 of total bonus opportunity. the three-year targets, particularly noting that the TSR element would
lapse in full. The Committee therefore concluded discretion was not
Performance under both of the financial measures and the strategic required. Further details can be found on page 91.
measure was above the mid-point of the target range. The combined
performance resulted in an overall bonus payout of 62.0% of maximum. Looking forward
Further details on performance can be found on pages 91 and 92.
Renee James will be stepping down from the Board at the 2021 AGM.
GLTI performance (1 April 2018 – 31 March 2021) I would like to take this opportunity to thank Renee for her service to
The 2019 GLTI award (granted June 2018) was subject to free cash flow both this Committee and the wider Board.
(2/3 of total award) and relative TSR (1/3 of total award) performance.
This year has once again been one of disruption and adaptation as our
Both performance conditions were measured over the three-year period
colleagues, customers and societies have dealt with the developing
ending 31 March 2021.
COVID-19 pandemic. Our people and business alike have shown resilience
Final FCF performance finished below the mid-point of the target range and strength in the face of these challenges and it is this dedication and
resulting in 33.6% of the FCF element vesting. TSR performance was commitment which will enable the next stage of our transformation
below the median of the peer group resulting in no vesting under this towards becoming the new generation connectivity and digital services
element. This resulted in an overall vesting percentage of 22.4% of provider for Europe and Africa.
maximum. Further details of this vesting calculation can be found on
The rest of this report sets out both our Policy Report, as approved at
pages 92 and 93.
the 2020 AGM, and our Annual Report on Remuneration which sets out
the decisions and outcomes summarised in this letter in further detail.

Valerie Gooding
Chairman of the Remuneration Committee
18 May 2021

Remuneration at a glance
Component 2021 (year ending 31 March 2021) 2022 (year ending 31 March 2022)
Fixed pay
Base salary Effective 1 July 2020: Effective 1 July 2021:
Chief Executive: £1,050,000 (no increase). Chief Executive: £1,050,000 (no increase).
Chief Financial Officer: £700,000 (no increase). Chief Financial Officer: £700,000 (no increase).
Benefits Travel related benefits and private medical cover. Travel related benefits and private medical cover.
Pension Pension contribution of 10% of salary for Pension contribution of 10% of salary for
all Executive Directors. all Executive Directors.
Annual bonus
GSTIP Opportunity (% of salary): Opportunity (% of salary):
Target: 100%/Maximum: 200% Target: 100%/Maximum: 200%
Measures: Measures:
.Adjusted EBIT (1/3), adjusted FCF (1/3), and customer Service revenue (25%), adjusted EBIT (25%), adjusted
appreciation KPIs (1/3). FCF (25%), and customer appreciation KPIs (25%).
Long-term incentive
GLTI Opportunity (% of salary – maximum): Opportunity (% of salary – maximum):
Chief Executive: 500%/Other Executive Directors: 450% Chief Executive: 500%/Other Executive Directors: 450%
Measures: Measures:
Adjusted free cash flow (60%) , relative TSR (30%), Adjusted free cash flow (60%) , relative TSR (30%),
and ESG (10%). and ESG (10%).
Performance/holding periods: Performance/holding periods:
Three-year performance + two-year holding period. Three-year performance + two-year holding period.
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Remuneration Policy

Remuneration Policy – notes to reader

No changes have been made to our policy since its approval at the 2020 Annual General Meeting which was held on 28 July 2020. Our approved
Policy Report is available on our website at vodafone.com, and has been reproduced below in the shaded boxes exactly as it was set out in the
2020 Annual Report. As such, some of the policy wording is now out of date; this includes references to the 2020 Annual General Meeting and
page number references.

Remuneration Policy
In this forward-looking section we describe our Remuneration Policy for the Board. This includes our considerations when determining policy,
a description of the elements of the reward package, including an indication of the potential future value of this package for each of the
Executive Directors, and the policy applied to the Chairman and Non-Executive Directors.
We will be seeking shareholder approval for our Remuneration Policy at the 2020 AGM and we intend to implement it at that point. A summary
and explanation of the proposed changes to the current Remuneration Policy is provided on page 100. Subject to approval, we will review our
policy each year to ensure that it continues to support our company strategy and if it is necessary to make a change to our policy within the next
three years, we will seek shareholder approval.
Considerations when determining our Remuneration Policy
Our remuneration principles which are outlined on page 97 guide the Remuneration Committee when making decisions on our policy and its
implementation. A critical consideration for the Remuneration Committee when determining our Remuneration Policy is to ensure that it supports
our company purpose, strategy, and business objectives.
A variety of stakeholder views are taken into account when determining executive pay, including those of our shareholders, colleagues, and
external bodies. Further details on how we engage with, and consider the views of, each of these stakeholders are set out on page 115.
In advance of submitting our policy for shareholder approval we ran a thorough consultation exercise with our major shareholders. We invited
our top 20 shareholders and a number of key governance stakeholders to comment on remuneration at Vodafone and to provide feedback
on the proposed changes to the current policy which was approved at the 2017 AGM. A number of meetings between shareholders and the
Remuneration Committee Chairman took place during this consultation period. Further details of this consultation are provided on pages 97
and 98 whilst a summary of the proposed changes to our current policy, which are incorporated in this revised Remuneration Policy report,
is provided on page 100.
Listening to and consulting with our employees is very important and the Committee is supportive of the growing focus on engaging the
employee voice, which has accompanied recent changes to the UK Corporate Governance Code. Our engagement with colleagues can take
different forms in different markets but includes a variety of channels and approaches including our annual people survey which attracts very
high levels of participation and engagement, regular business leader Q&A sessions, and a number of internal digital communication platforms.
Our Senior Independent Director also undertakes an annual attendance at our European employee forum, and a similar body in South Africa,
with any questions or concerns raised by the employee representatives fed back directly to the Board for consideration and discussion.
We do not formally consult directly with employees on the executive Remuneration Policy nor is any fixed remuneration comparison
measurement used. However, when determining the policy for Executive Directors, the Remuneration Committee is briefed on pay and
employment conditions of employees in Vodafone Group as a whole, with particular reference to the market in which the executive is based.
Further information on our approach to remuneration for other employees is given on page 105.
Performance measures and targets
Our Company strategy and business objectives are the primary consideration when we are selecting performance measures for our incentive
plans. The targets within our incentive plans that are related to internal financial measures (such as revenue, profit and cash flow) are typically
determined based on our budgets. Targets for strategic and external measures (such as customer appreciation KPIs, ESG measures, and total
shareholder return (‘TSR’)) are set based on company objectives and in light of the competitive marketplace. The threshold and maximum levels
of performance are set to reflect minimum acceptable levels at threshold and very stretching levels at maximum.
As in previous Remuneration Reports we will disclose the details of our performance targets for our short and long-term incentive plans. However,
our annual bonus targets are commercially sensitive and therefore we will only disclose our targets in the Remuneration Report following the
completion of the financial year. We will normally disclose the targets for each long-term award in the Remuneration Report for the financial year
preceding the start of the performance period – where this is not possible, such targets will be disclosed at the time of grant and published in the
next Remuneration Report.
At the end of each performance period we review performance against the targets, using judgement to account for items such as (but not limited
to) mergers, acquisitions, disposals, foreign exchange rate movements, changes in accounting treatment, material one-off tax settlements etc.
The application of judgement is important to ensure that the final assessments of performance are fair and appropriate.
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Malus and clawback

In addition, the Remuneration Committee reviews the incentive plan results before any payments are made to executives or any shares vest and
has full discretion to adjust the final payment or vesting downwards if they believe circumstances warrant it. In particular, the Committee has the
discretion to use either malus or clawback as it sees appropriate. In the case of malus, the award may lapse wholly or in part, may vest to a lesser
extent than it would otherwise have vested or vesting may be delayed.
In the case of clawback, the Committee may recover bonus amounts that have been paid up to three years after the relevant payment date,
or recover share awards that have vested up to five years after the relevant grant date. The key trigger events for the use of the clawback
arrangements include material misstatement of performance, material miscalculation of performance condition outcomes, gross misconduct,
and reputational damage.
Subject to approval of this Remuneration Policy, these arrangements will be applicable to all bonus amounts paid, or share awards granted,
following the 2020 AGM. The current clawback arrangements, which are set out in the Remuneration Policy approved by shareholders at the
2017 AGM, have been applicable to all bonus amounts paid, or share awards granted, since the 2017 AGM.

The Remuneration Policy table

The table below summarises the main components of the reward package for Executive Directors.
Fixed pay: Base salary
Purpose and link To attract and retain the best talent
to strategy
Operation Salaries are usually reviewed annually and fixed for 12 months commencing 1 July. Decision is influenced by:
– level of skill, experience and scope of responsibilities of individual;
– business performance, scarcity of talent, economic climate and market conditions;
– increases elsewhere within the Group; and
– external comparator groups (which are used for reference purposes only) made up of companies of similar size
and complexity to Vodafone.
Opportunity Average salary increases for existing Executive Committee members (including Executive Directors) will not normally
exceed average increases for employees in other appropriate parts of the Group. Increases above this level may be
made in specific situations. These situations could include (but are not limited to) internal promotions, changes to role,
material changes to the business and exceptional company performance.
Performance metrics None.
Fixed pay: Pension
Purpose and link To remain competitive within the marketplace
to strategy
Operation – Executive Directors may choose to participate in the defined contribution pension scheme or to receive a cash
allowance in lieu of pension.
Opportunity – The pension contribution or cash payment is equal to the maximum employer contribution available to our UK
employees under our Defined Contribution scheme (currently 10% of annual gross salary).
Performance metrics None.
Fixed pay: Benefits
Purpose and link To aid retention and remain competitive within the marketplace
to strategy
Operation – Travel related benefits. This may include (but is not limited to) company car or cash allowance, fuel and access to a
driver where appropriate.
– Private medical, death and disability insurance and annual health checks.
– In the event that we ask an individual to relocate we would offer them support in line with Vodafone’s relocation or
international assignment policies. This may cover (but is not limited to) relocation, cost of living allowance, housing,
home leave, education support, tax equalisation and advice.
– Legal fees if appropriate.
– Other benefits are also offered in line with the benefits offered to other employees, for example, our all-employee
share plan, mobile phone discounts, maternity/paternity benefits, sick leave, paid holiday, etc.
Opportunity – Benefits will be provided in line with appropriate levels indicated by local market practice in the country of employment.
– We expect to maintain benefits at the current level but the value of benefit may fluctuate depending on, amongst
other things, personal situation, insurance premiums and other external factors.
Performance metrics None.
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Remuneration Policy (continued)

Annual bonus – Global Short-Term Incentive Plan (‘GSTIP’)

Purpose and link To drive behaviour and communicate the key priorities for the year.
to strategy
To motivate employees and incentivise delivery of performance over the one year operating cycle.
The financial metrics drive our growth strategies whilst also focusing on improving operating efficiencies.
The strategic measures aim to ensure a great customer experience remains at the heart of what we do.
Operation – Bonus levels and the appropriateness of measures and weightings are reviewed annually to ensure they continue to
support our strategy.
– Performance over the financial year is measured against stretching financial and non-financial performance targets
set at the start of the financial year.
– The annual bonus is usually paid in cash in June each year for performance over the previous year. A mandatory
deferral of 25% of post-tax bonus earned into shares for two years will normally apply except where an executive has
met or exceeded their share ownership requirement.
Opportunity – Bonuses can range from 0–200% of base salary, with 100% paid for on-target performance. Maximum is only paid
out for exceptional performance.
Performance metrics – Performance over each financial year is measured against stretching targets set at the beginning of the year.
– The performance measures normally comprise a mix of financial and strategic measures. Financial measures may
include (but are not limited to) profit, revenue and cash flow with a weighting of no less than 50%. Strategic measures
may include (but are not limited to) customer appreciation KPIs such as churn, revenue market share, and NPS.
Long-term incentive – Global Long-Term Incentive Plan (‘GLTI’)
Purpose and link To motivate and incentivise delivery of sustained performance over the long term.
to strategy
To support and encourage greater shareholder alignment through a high level of personal
share ownership.
The use of free cash flow as the principal performance measure ensures we apply prudent cash
management and rigorous capital discipline to our investment decisions.
The use of TSR along with a performance period of not less than three years means that we are focused
on the long-term interests of our shareholders.
Operation – Award levels and the framework for determining vesting are reviewed annually.
– Long-term incentive awards consist of shares subject to performance conditions which are granted each year.
– Awards will normally vest not less than three years after the respective award grant date based on Group
performance against the performance metrics set out below. In exceptional circumstances, such as but not limited
to where a delay to the grant date is required, the Committee may set a vesting period of less than three years,
although awards will continue to be subject to a performance period of at least three years.
– All post-tax shares are subject to a mandatory two year holding from the date of vest prior to release.
– Dividend equivalents are paid in cash after the vesting date.
Opportunity – Maximum long-term incentive face value at award of 500% of base salary for the Chief Executive and 450% for other
Executive Directors.
– Threshold long-term incentive face value at award is 20% of maximum opportunity. Minimum vesting is 0% of
maximum opportunity. Awards vest on a straight-line basis between threshold and maximum.
– The Committee has the discretion to reduce long-term incentive grant levels for Directors who have neither met
their shareholding guideline nor increased their shareholding by 100% of salary during the year.
– The awards that vest accrue cash dividend equivalents over the three year vesting period.
– Awards vest to the extent performance conditions are satisfied.
Performance metrics – Performance is measured against stretching targets set at the time of grant.
– Vesting is determined based on the following measures: adjusted free cash flow as our operational performance
measure, relative TSR against a peer group of companies as our external performance measure, ESG as a measure of
our external impact and commitment to our purpose.
– Weightings will be determined each year and will normally constitute 60% on adjusted free cash flow, 30% on
relative total shareholder return, and 10% on ESG. The Committee will determine the actual weighting of an award
prior to grant, taking into account all relevant information.
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Notes to the Remuneration Policy table

Existing arrangements
We will honour existing awards, incentives, benefits and contractual arrangements made to individuals prior to their promotion to the Board
and/or prior to the approval and implementation of this policy. For the avoidance of doubt this includes payments in respect of any award granted
under any previous Remuneration Policy. This will last until the existing incentives vest (or lapse) or the benefits or contractual arrangements no
longer apply.
Long-term incentive (‘GLTI’)
When referring to our long-term incentive awards we use the financial year end in which the award was made. For example, the “2020 award”
was made in the financial year ending 31 March 2020. The awards are usually made in the first half of the financial year.
The extent to which awards vest depends on three performance conditions:
– underlying operational performance as measured by adjusted free cash flow;
– relative Total Shareholder Return (‘TSR’) against a peer group median; and
– performance against our Environmental, Social, and Governance (‘ESG’) targets.
Adjusted free cash flow
The free cash flow performance is based on the cumulative adjusted free cash flow figure over the performance period. The detailed targets and
the definition of adjusted free cash flow are determined each year as appropriate. The target adjusted free cash flow level is set by reference to
our long-range plan and market expectations. We consider the targets to be critical to the Company’s long-term success and its ability to maximise
shareholder value, and to be in line with the strategic goals of the Company. The Remuneration Committee sets these targets to be sufficiently
demanding with significant stretch where only outstanding performance will be rewarded with a maximum payout.
The cumulative adjusted free cash flow vesting levels as a percentage of the award subject to this performance element are shown in the table
below (with linear interpolation between points):
Vesting percentage
Performance (% of FCF element)

Below threshold 0%
Threshold 20%
Maximum 100%

TSR outperformance of a peer group median

We have a limited number of appropriate peers and this makes the measurement of a relative ranking system volatile. As such, the outperformance
of the median of a peer group is felt to be the most appropriate TSR measure. The peer group for the performance condition is reviewed each year
and amended as appropriate.
The TSR vesting levels as a percentage of the award subject to this performance element are shown in the table below (with linear interpolation
between points):
Vesting percentage
(% of TSR element)

Below median 0%
Median 20%
Percentage outperformance of the peer group median equivalent to 80th percentile 100%

In order to determine the percentages for the equivalent outperformance levels above median, the Remuneration Committee seeks independent
external advice.
ESG performance
Our ESG targets will be set on an annual basis (as per the approach for our other performance measures), and will be aligned to our externally
communicated ambitions in this area. Where performance is below the agreed ambition, the Committee will use its discretion to assess vesting
based on performance against the stated ambition and any other relevant information.
Remuneration policy for other employees
While our remuneration policy follows the same fundamental principles across the Group, packages offered to employees reflect differences in
market practice in the different countries, role and seniority.
For example, the remuneration package elements for our Executive Committee are essentially the same as for the Executive Directors with
some minor differences, for example smaller levels of share awards and local variances where appropriate. The remuneration for the next level
of management, our senior leadership team, again follows the same principles with local and individual performance aspects in the annual bonus
targets and performance share awards. They also receive lower levels of share awards which are partly delivered in conditional share awards without
performance conditions.
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Remuneration Policy (continued)

Estimates of total future potential remuneration from 2021 pay packages

The tables below provide estimates of the potential future remuneration for each of the Executive Directors based on the remuneration opportunity
to be granted in the 2021 financial year. Potential outcomes based on different performance scenarios are provided for each Executive Director.
The assumptions underlying each scenario are described below1.
Fixed Consists of base salary, benefits and pension.
Base salary is at 1 July 2020.
Benefits are valued using the figures in the total remuneration for the 2020 financial year table on page 109 (of the 2020 report).
Pensions are valued by applying cash allowance rate of 10% of base salary at 1 July 2020.
Base Benefits Pension Total fixed
(£’000) (£’000) (£’000) (£’000)

Chief Executive 1,050 42 105 1,197

Chief Financial Officer 700 22 70 792
Mid-point Based on what a Director would receive if performance was in line with plan.
The opportunity for the annual bonus (‘GSTIP’) is 100% of base salary under this scenario.
The opportunity for the long-term incentive (‘GLTI’) reflects assumed achievement mid-way between threshold and
maximum performance.
Maximum The maximum award opportunity for the GSTIP is 200% of base salary.
The maximum GLTI opportunity reflects full vesting based on the maximum award levels set out in this Remuneration Policy
(i.e. 500% of base salary for the Chief Executive and 450% of base salary for the Chief Financial Officer).
All scenarios Long-term incentives consist of share awards only which are measured at face value i.e. no assumption for cash dividend
equivalents payable.

Nick Read Chief Executive £’000 Margherita Della Valle Chief Financial Officer £’000

£11,172
£6,917
70%
£8,547 68%
£5,342
61% 59%
£5,397 £3,382
58% 56%
£1,197 25% 19% £792 26% 20%
20% 21%
22% 14% 11% 23% 15% 12%
Fixed Mid-point Maximum Maximum Fixed Mid-point Maximum Maximum
(assuming 50% (assuming 50%
share price growth) share price growth)

Salary, Benefits, and Pension Annual Bonus Long-Term Incentive Salary, Benefits, and Pension Annual Bonus Long-Term Incentive

Note:
1. In line with UK reporting requirements, the fourth bar in each chart reflects the same assumptions as per the Maximum scenario but with an assumed share price increase of 50%
(which subsequently increases the hypothetical value of the long-term incentive under this scenario by the same percentage).

Recruitment remuneration
Our approach to recruitment remuneration is to pay no more than is necessary and appropriate to attract the right talent to the role.
The Remuneration Policy table (pages 103 and 104) sets out the various components which would be considered for inclusion in the remuneration
package for the appointment of an Executive Director. Any new Director’s remuneration package would include the same elements, and be subject
to the same constraints, as those of the existing Directors performing similar roles. This means a potential maximum bonus opportunity of 200% of
base salary and long-term incentive maximum face value of opportunity at award of 500% of base salary.
When considering the remuneration arrangements of individuals recruited from external roles to the Board, we will take into account the
remuneration package of that individual in their prior role. We only provide additional compensation to individuals for awards foregone. If necessary
we will seek to replicate, as far as practicable, the level and timing of such remuneration, taking into account also any remaining performance
requirements applying to it. This will be achieved by granting awards of cash or shares that vest over a timeframe similar to those forfeited and if
appropriate based on performance conditions. A commensurate reduction in quantum will be applied where it is determined that the new awards
are either not subject to performance conditions or subject to performance conditions that are not as stretching as those of the awards forfeited.

Service contracts of Executive Directors

Executive Directors’ contracts have rolling terms and are terminable on no more than 12 months’ notice.
The key elements of the service contract for executives relate to remuneration, payments on loss of office (see below), and restrictions during active
employment (and for 12 months thereafter). These restrictions include non-competition, non-solicitation of customers and employees etc.
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Treatment of corporate events

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 to the extent that any performance condition has been satisfied and pro-rated to reflect the acceleration
of vesting, unless the Committee determines otherwise.
In the event of a demerger, distribution (other than an ordinary dividend) or other transaction which would affect the current or future value of any
award, the Committee may allow awards to vest on the same basis as for a change of control described above. Alternatively, an adjustment may be
made to the number of shares if considered appropriate.

Payments for departing Executive Directors

In the table below we summarise the key elements of our policy on payment for loss of office. We will of course, always comply both with the
relevant plan rules and local employment legislation.
Provision Policy
Notice period and – 12 months’ notice from the Company to the Executive Director.
compensation for – Up to 12 months’ base salary (in line with the notice period). Notice period payments will either be made as normal
loss of office in (if the executive continues to work during the notice period or is on gardening leave) or they will be made as monthly
service contracts payments in lieu of notice (subject to mitigation if alternative employment is obtained).
Treatment of annual – The annual bonus will be pro-rated for the period of service during the financial year and will reflect the extent to which
bonus (‘GSTIP’) on Company performance has been achieved.
termination under – The Remuneration Committee has discretion to reduce the entitlement to an annual bonus to reflect the individual’s
plan rules performance and the circumstances of the termination.
Treatment of unvested – An Executive Director’s award will vest in accordance with the terms of the plan and satisfaction of performance
long-term incentive conditions measured at the normal completion of the performance period, with the award pro-rated for the proportion
awards (‘GLTI’) of the vesting period that had elapsed at the date of cessation of employment.
on termination – The Remuneration Committee has discretion to vary the level of vesting as deemed appropriate, and in particular to
under plan rules determine that awards should not vest for reasons which may include, at their absolute discretion, departure in case of
poor performance, departure without the agreement of the Board, or detrimental competitive activity.
Pension and benefits – Generally pension and benefit provisions will continue to apply until the termination date.
– Where appropriate other benefits may be receivable, such as (but not limited to) payments in lieu of accrued holiday
and legal fees or tax advice costs in relation to the termination.
– Benefits of relative small value may continue after termination where appropriate, such as (but not limited to) mobile
phone provision.

In exceptional circumstances, an arrangement may be established specifically to facilitate the exit of a particular individual albeit that any such
arrangement would be made within the context of minimising the cost to the Group. We will only take such a course of action in exceptional
circumstances and where it is considered to be in the best interests of shareholders.

Chairman and Non-Executive Directors’ remuneration

Our policy is for the Chairman to review the remuneration of Non-Executive Directors annually following consultation with the Remuneration
Committee Chairman. Fees for the Chairman are set by the Remuneration Committee.
Element Policy
Fees – We aim to pay competitively for the role including consideration of the time commitment required. We benchmark the fees
against an appropriate external comparator group. We pay a fee to our Chairman which includes fees for chairmanship of
any committees. We pay a fee to each of our other Non-Executive Directors and they receive an additional fee if they chair a
committee and/or hold the position of Senior Independent Director. Non-executive fee levels are set within the maximum level
as approved by shareholders as part of our Articles of Association. We review the structure of fees from time to time and may, as
appropriate, make changes to the manner in which total fees are structured, including but not limited to any additional chair or
membership fees.
Allowances – Under a legacy arrangement, an allowance is payable each time certain non-Europe-based Non-Executive Directors are
required to travel to attend Board and committee meetings to reflect the additional time commitment involved.
Incentives – Non-Executive Directors do not participate in any incentive plans.
Benefits – Non-Executive Directors do not participate in any benefit plans. The Company does not provide any contribution to their
pension arrangements. The Chairman is entitled to the use of a car and a driver whenever and wherever he is providing
his services to or representing the Company. We have been advised that for Non-Executive Directors, certain travel and
accommodation expenses in relation to attending Board meetings should be treated as a taxable benefit therefore we also
cover the tax liability for these expenses.

Non-Executive Director letters of appointment

Non-Executive Directors are engaged on letters of appointment that set out their duties and responsibilities. The appointment of Non-Executive
Directors may be terminated without compensation. Non-Executive Directors are generally not expected to serve for a period exceeding nine years.
For further information refer to the Nominations and Governance Committee section of the Annual Report.
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Annual Report on Remuneration

Remuneration Committee
In this section we give details of the composition of the Remuneration Committee and activities undertaken during the 2021 financial year.
The Committee’s function is to exercise independent judgement and consists only of the following independent Non-Executive Directors:
Chairman: Valerie Gooding
Committee members: Michel Demaré, Dame Clara Furse and Renee James
The Committee regularly consults with Nick Read, the Chief Executive, and Leanne Wood, the Chief Human Resources Officer, on various matters
relating to the appropriateness of awards for Executive Directors and senior executives, though they are not present when their own compensation is
discussed. In addition, Adrian Jackson, the Group Reward and Policy Director, provides a perspective on information provided to the Committee, and
requests information and analysis from external advisers as required. Rosemary Martin, the Group General Counsel and Company Secretary, advises
the Committee on corporate governance guidelines and is Secretary to the Committee.
External advisers
The Remuneration Committee seeks and considers advice from independent remuneration advisers where appropriate. The appointed advisers, Willis
Towers Watson, were selected following a thorough process led by the Chairman of the Remuneration Committee at the time and were appointed by
the Committee in 2007. The Chairman of the Remuneration Committee has direct access to the advisers as and when required, and the Committee
determines the protocols by which the advisers interact with management in support of the Committee. The advice and recommendations of the
external advisers are used as a guide, but do not serve as a substitute for thorough consideration of the issues by each Committee member. Advisers
attend Committee meetings occasionally, as and when required by the Committee.
Willis Towers Watson is a member of the Remuneration Consultants’ Group and, as such, voluntarily operates under the Remuneration Consultants’
Group Code of Conduct in relation to executive remuneration consulting in the UK. This is based upon principles of transparency, integrity, objectivity,
competence, due care and confidentiality by executive remuneration consultants. Willis Towers Watson has confirmed that it adheres to that Code of
Conduct throughout the year for all remuneration services provided to Vodafone and therefore the Committee is satisfied that it is independent and
objective. The Remuneration Consultants’ Group Code of Conduct is available at remunerationconsultantsgroup.com.
Fees for services provided
to the Committee
Adviser Appointed by Services provided to the Committee £’0001 Other services provided to the Company

Willis Towers Watson Remuneration Advice on market practice; governance; £158 Reward and benefits consultancy;
Committee provision of market data on executive provision of benchmark data; outsourced
in 2007 reward; reward consultancy; advice specific pension administration; and insurance
to remuneration matters in the context of consultancy services.
COVID-19; and performance analysis.

Note:
1. Fees are determined on a time spent basis.

2020 Annual General Meeting – Remuneration Policy voting results

At the 2020 Annual General Meeting there was a binding vote on our Remuneration Policy. Details of the voting outcomes are provided in the
table below.
Votes for % Votes against % Total votes Withheld

Remuneration Policy 17,195,227,349 96.41 639,935,461 3.59 17,835,162,810 185,334,870

2020 Annual General Meeting – Remuneration Report voting results

At the 2020 Annual General Meeting there was an advisory vote on our Remuneration Report. Details of the voting outcomes are provided in the
table below.
Votes for % Votes against % Total votes Withheld

Remuneration Report 17,153,884,741 95.50 807,934,531 4.50 17,961,819,272 58,861,777

Meetings
The Remuneration Committee had five formal meetings during the year. In addition, informal conference calls can also take place. The principal agenda
items at the formal meetings were as follows:
Meeting Agenda items
May 2020 – 2020 annual bonus achievement and 2021 targets/ranges – External market update
– 2018 long-term incentive award vesting and 2021 targets/ranges – 2020 Directors’ Remuneration Report
July 2020 – 2020 AGM update – Vantage Towers update
November 2020 – 2021 long-term incentive award grant – Share plan update
January 2021 – Share plan update – Gender Pay Gap reporting
March 2021 – Risk assessment of incentive plans – Chairman and Non-Executive Director fee levels
– 2022 short-term incentive structure – 2022 reward packages for the Executive Committee
– Remuneration arrangements across Vodafone – Remuneration Committee performance review
– Committee’s terms of reference – 2021 Directors’ Remuneration Report
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2021 remuneration
In this section we summarise the pay packages awarded to our Executive Directors for performance in the 2021 financial year versus 2020. Specifically
we have provided a table that shows all remuneration that was earned by each individual during the year and computed a single total remuneration
figure for the year. The value of the annual bonus (‘GSTIP’) reflects what was earned in respect of the year but will be paid out in cash in the following
year. Similarly the value of the long-term incentive (‘GLTI’) reflects the share awards which will vest in June 2021 as a result of the performance through
the three-year period ended at the completion of our financial year on 31 March 2021.
Consideration of the use of discretion
The Remuneration Committee reviews all incentive awards prior to payment and uses judgement to ensure that the final assessments of performance
are fair and appropriate. If circumstances warrant it, the Committee may adjust the final payment or vesting downwards.
The Committee reviewed incentive outcomes at the May 2021 meeting and determined them to be appropriate in light of business performance
across the relevant performance periods. The Committee agreed that the business had remained resilient during the COVID-19 pandemic, noting
how the business had responded in an agile and effective manner during the year under review. In particular the Committee noted that no employees
had been furloughed (either in the year under review, or the prior year), the business was continuing to maintain a dividend, and wider employee pay
reviews, including the delivery of performance-related pay, had been carried out in both years of the pandemic. It was subsequently agreed that no
adjustments were required to either the short-term or long-term incentive outcomes this year.

Total remuneration for the 2021 financial year (audited)

Nick Read Margherita Della Valle
2021 2020 2021 2020
£’000 £’000 £’000 £’000

Salary/fees 1,050 1,050 700 700

Taxable benefits1 32 42 21 22
Annual bonus: GSTIP (see below for further detail) 1,301 1,090 867 727
Total long-term incentive2: 1,126 1,241 686 257
GLTI awards 3 952 995 580 218
GLTI dividends 4 174 246 106 39
Pension/cash in lieu of pension 105 105 70 70
Other5 1 1 – –
Total 3,615 3,529 2,344 1,776
Total Fixed Remuneration 1,188 1,198 791 792
Total Variable Remuneration 2,427 2,331 1,553 984
Notes:
1. Taxable benefits include amounts in respect of: – Private healthcare (2021: Nick Read £2,683, Margherita Della Valle £2,153; 2020: £2,583 for both Executive Directors);
– Cash car allowance £19,200 p.a.; and
– Travel (2021: Nick Read £10,114, Margherita Della Valle £nil; 2020: Nick Read £19,759, Margherita Della Valle £325).
2. The share prices used for both the 2021 and 2020 values, as set out in note 3 below, are lower than the grant prices for both respective awards. As such, no amount of the values shown in either
column are attributable to share price appreciation during the performance or vesting periods.
3. The value shown in the 2020 column is the award which vested on 4 August 2020 in respect of Nick Read and 26 June 2020 in respect of Margherita Della Valle, and is valued using the respective
execution share prices on 4 August 2020 of 118.02 pence and on 26 June 2020 of 127.28 pence. The value shown in the 2020 column for Margherita Della Valle reflects the vesting of a share award
granted in June 2017 prior to her appointment to the Board. The value shown in the 2021 column is the award which vests on 26 June 2021 and is valued using an average closing share price over
the last quarter of the 2021 financial year of 129.73 pence.
4. Nick Read and Margherita Della Valle receive a cash award equivalent in value to the dividends that would have been paid during the vesting period on any shares that vest. The dividend value shown
in 2021 relates to awards vesting on 26 June 2021. The value in the 2020 column for Margherita Della Vale reflects the value of dividend equivalent shares accrued during the performance period in
respect of the award which vested on 26 June 2020 (which was granted prior to her appointment to the Board).
5. Reflects the value of the SAYE benefit which is calculated as £375 x 12 months x 20% to reflect the discount applied based on savings made during the year.

2021 annual bonus (‘GSTIP’) payout (audited)

In the table below we disclose our achievement against each of the performance measures and targets in our annual bonus (‘GSTIP’) and the resulting
total annual bonus payout level for the year ended 31 March 2021 of 62.0% of maximum. This is applied to the maximum bonus level of 200% of base
salary for each executive. Commentary on our performance against each measure is provided below the table.
Payout at Actual payout Threshold Target Maximum Actual
maximum (% of overall performance performance performance performance
performance Actual payout bonus level level level level1
Performance measure (% of salary) (% of salary) maximum) €bn €bn €bn €bn

Adjusted EBIT 66.6% 40.9% 20.5% 3.3 4.2 5.1 4.4

Adjusted free cash flow 66.6% 42.8% 21.4% 4.2 5.0 5.9 5.3
Customer appreciation KPIs 66.6% 40.2% 20.1% See overleaf for further details
Total annual bonus payout level 200.0% 123.9% 62.0%
Note:
1. These figures are adjusted for the impact of M&A, foreign exchange movements and any changes in accounting treatment.
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Annual Report on Remuneration (continued)

Financial metrics
As set out in the table above, free cash flow and EBIT finished above the midpoints of the respective target ranges reflecting strong performance in
markets including Germany, Spain, Turkey and South Africa.
Customer appreciation KPIs
An assessment of performance under the customer appreciation KPIs measure was conducted on a market by market basis. Each market was assessed
against a number of different metrics which included:
– Churn is defined as total gross customer disconnections in the period divided by the average total customers in the period.
– Revenue market share is based on our total service revenue and that of our competitors in the markets we operate in.
– Net Promoter Score (‘NPS’) for both Consumer and Vodafone Business – defined as the extent to which our customers would recommend us.
All measures utilise data from our local markets which is collected and validated for quality and consistency by independent third-party agencies
where possible.
Our overall customer appreciation KPI outcome reflects good performance during the year including in a number of our largest markets (most notably
Germany and the UK). Further details on performance against each key metric are set out below. The Committee agreed that a final payout slightly
above the mid-point of the target range was appropriate for this measure.
In respect of churn, the business recorded very strong Group results with year-on-year underlying performance also showing an improvement. Such
improvement was primarily driven by strong performance in Germany and the UK. Italy and Spain also finished the year off well despite increased
competition in these markets.
Revenue market share in our four largest European markets improved slightly during the year with the increases recorded in Germany and the UK
offset by less favourable performance in Spain and Italy. The gap to the market leader reduced in all four of these markets, with the UK also improving
its position to joint second. Our market position in Germany and Spain remained stable whilst our position in Italy fell.
Elsewhere in the business performance was mixed with a number of markets gaining market share and reducing the gap to the leader (with Portugal
improving in both of these areas) albeit a number of others, including Turkey, recording a fall in market share and a widening in the gap to the market
leader. Market position across these operations remained stable with the exception of Romania where we improved our position to second.
Consumer NPS performance during the year saw us becoming the new market leader or co-leader in Germany and Italy, with the UK also moving into
second place in the market for the first time. In Turkey we closed the gap to our competitors (albeit in the context of declining NPS scores across all
local competitors) whilst in South Africa increased pressure saw us move from outright leader to co-leader in this market.
Business NPS performance remained strong during the year and we continue to hold leadership or co-leadership positions in the large majority of our
markets including Italy, Spain and South Africa. In Spain we became the market leader for the first time in four years following a significant improvement
against our competition, whilst in Germany and Turkey we retained second place whilst also reducing the gap to our competitors. During the year the
UK lost its co-leadership position in what is an extremely close and competitive market.
It is within this context that overall performance against our customer appreciation KPIs metrics during the year was judged to be above the mid-point
of the target range. The aggregated performance for the Group is calculated on a revenue-weighted average to give an overall achievement. The overall
Group achievement for the year was 60.4% which reflects consistently good performance across our largest markets in both Europe and Africa.
Overall outcome
Base salary Maximum bonus 2021 payout Actual payment
2021 annual bonus (‘GSTIP’) amounts £’000 % of base salary % of maximum £’000

Nick Read 1,050 200% 62.0% 1,301

Margherita Della Valle 700 200% 62.0% 867

In line with our shareholder approved Remuneration Policy, as Margherita Della Valle is still building towards her shareholding requirement 25% of her
post-tax bonus will be deferred into shares for two years. Further details on shareholding requirements can be found on pages 94 and 95.
Long-term incentive (‘GLTI’) award vesting in June 2021 (audited)
Vesting outcome
The 2019 long-term incentive (‘GLTI’) awards which were made to executives in June 2018 will vest at 22.4% of maximum in June 2021. The performance
conditions for the three-year period ending in the 2021 financial year are as follows:
Adjusted FCF performance – 2/3 of total award (€bn) TSR outperformance – 1/3 of total award TSR peer group

Below threshold <15.15 Below threshold Below median Bharti Orange

Threshold 15.15 Threshold Median BT Group Royal KPN
Maximum 18.85 Maximum 10.0% p.a. Deutsche Telekom Telecom Italia
Liberty Global Telefónica
MTN
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The adjusted free cash flow for the three-year period ended on 2019 GLTI award: TSR performance
31 March 2021 was €16.5 billion and equates to vesting under the
Growth in the value of a hypothetical US$100 holding
FCF element of 33.6% of maximum.
over the performance period, six month averaging
The chart to the right shows that our TSR performance over the
three-year period ended on 31 March 2021 was below that of the
median of our comparator group resulting in no vesting under the
120
TSR element. 110 98 98
94 94 93
When the weighting of each condition is applied to the respective 100 100 86
performance outcomes, this results in a calculated payout of 22.4% 90 75
88 88 72
of overall maximum. 80 80 65
70 70 73
68
The vesting impact of this outcome when applied to the number of 60
66
59
shares granted is set out in the table below. 50
03/18 09/18 03/19 09/19 03/20 09/20 03/21

Vodafone Group Median of peer group Outperformance of

median 10% p.a.

Maximum Adjusted free cash flow Relative TSR Weighted Value of

number performance payout performance payout performance payout Number of shares vesting
2019 GLTI share awards subject to performance conditions vesting in June 2021 of shares % of maximum % of maximum % of maximum shares vesting (’000)

Nick Read 3,278,043 33.6% 0.0% 22.4% 733,953 £952

Margherita Della Valle 1,995,330 33.6% 0.0% 22.4% 446,754 £580

Specified procedures are performed by our internal audit team over the adjusted free cash flow to assist with the Committee’s assessment of performance.
The performance assessment in respect of the TSR measure is undertaken by Willis Towers Watson. Details of how the plan works can be found in the
Remuneration Policy.
Long-term incentive (‘GLTI’) awarded during the year (audited)
As set out in last year’s Directors’ Remuneration Report, due to the exceptional market conditions created by COVID-19, the Committee agreed to delay
the grant of the 2021 award, including any decision on the exact weightings of the performance measures, until November 2020.
The Committee met shortly prior to the grant to agree the details of the November 2020 award. During its discussion the Committee agreed that
the business had continued to show resilience despite COVID-19 as illustrated through how no employees had been furloughed, the business had
continued to pay a dividend and the share price was stable.
The Committee therefore agreed it was appropriate to grant the 2021 award in line with what had been communicated as the normal policy
approach and approved by shareholders as part of the Policy Report at the July 2020 AGM. This included balancing the performance conditions in
line with the expected normal weightings (as set out below), granting awards in line with the newly reduced maximum opportunity levels for both
Executive Directors, and calculating awards using the closing share price of the day immediately prior to grant, as per the Committee’s normal approach.
The independent performance conditions for the 2021 long-term incentive awards made in November 2020, and subject to a three-year performance
period ending 31 March 2023, are adjusted free cash flow (60% of total award), relative TSR (30% of total award) and ESG (10% of total award)
performance as follows:
Adjusted FCF performance Adjusted FCF performance Vesting percentage
(60% of total award) (€bn) (% of FCF element)

Below threshold <14.70 0%

Threshold 14.70 20%
Maximum 16.70 100%

TSR performance Vesting percentage

(30% of total award) TSR outperformance (% of TSR element)

Below threshold Below median 0%

Threshold Median 20%
Maximum 8.50% p.a. (80th percentile equivalent) 100%

TSR peer group

BT Group Deutsche Telekom Liberty Global MTN

Orange Royal KPN Telecom Italia Telefónica
Telefónica Deutschland
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Annual Report on Remuneration (continued)

Purpose pillar ESG metric for 2021 GLTI Overall ambition Baseline position for 2021 GLTI Ambition for 2021 GLTI (10% of total award)

Planet Greenhouse gas reduction 50% reduction from FY17 11% reduction from FY17 40% reduction from FY17
baseline by 2025 baseline at 31 March 2020 baseline by 31 March 2023
Inclusion for All Women in management 40% representation of 31% representation of 34% representation of
women in management women in management at women in management
by 2030 31 March 2020 by 31 March 2023
Digital Society M-Pesa connections Connect >50m people 40.5m connections 56m connections
and their families to at 31 March 2020 by 31 March 2023
mobile money by 2025

The table below sets out the conditional awards of shares made to the Executive Directors in November 2020.
Maximum Maximum Proportion of
vesting level vesting level maximum award vesting at Performance
2021 GLTI performance share awards made in November 2020 (number of shares) (face value1) minimum performance period end
Nick Read 4,203,362 £5,249,999 1/5th 31 Mar 2023
Margherita Della Valle 2,522,017 £3,149,999 1/5th 31 Mar 2023
Note:
1. Face value calculated based on the closing share price on 29 November 2020 (day immediately preceding the date of grant) of 124.9 pence.

Dividend equivalents on the shares that vest are paid in cash after the vesting date.
Outstanding awards
The structure for awards made in June 2019 (vesting June 2022) and November 2020 (vesting August 2023) is set out on the previous page.
Further details on the structure of these awards, and relevant targets, can be found in the Annual Report on Remuneration of the relevant year.
All-employee share plans
During the year the Executive Directors were eligible to participate in the Vodafone Group Sharesave Plan which is open to all UK employees.
The Vodafone Sharesave Plan is an HM Revenue & Customs (‘HMRC’) approved scheme open to all staff permanently employed by a Vodafone
company in the UK as of the eligibility date. Options under the plan are granted at up to a 20% discount to market value. Executive Directors’
participation is included in the option table on page 96.
Pensions (audited)
During the 2021 financial year Nick Read received a cash allowance of 10% of base salary. Margherita Della Valle accrued benefits under the defined
contribution pension plan of £3,999.96 with the remainder of her 10% of base salary pension benefit for the year delivered as a cash allowance.
Nick Read is a deferred member of the Vodafone Group Pension Scheme which closed to future accrual in 2010 before he was an Executive Director.
Margherita Della Valle has not participated in a Vodafone sponsored defined benefit scheme during her employment.
The Executive Directors are provided benefits in the event of death in service. In the event of ill health, an entitlement to benefit of 2/3 of base salary,
up to a maximum benefit determined by the insurer, may be provided up until State Pension Age. In respect of the Executive Committee members,
the Group has made aggregate contributions of £194,955 (2020: £273,771) into defined contribution pension schemes.
Alignment to shareholder interests (audited)
Current levels of ownership by the Executive Directors, and the date by which the goal should be or should have been achieved, are shown below.
Based on a share price of 129.73 pence, Nick Read is currently above, and Margherita Della Valle currently below, the respective shareholding
requirement. As shown in the charts below, both Executive Directors increased their shareholding levels during the year. Margherita Della Valle joined
the Board on 27 July 2018 and will continue to work towards achieving her goal prior to July 2023.
Requirement Current % % of requirement Number of Value of Date for requirement
At 31 March 2021 as a % of salary of salary held achieved shares owned shareholding to be achieved

Nick Read 500% 545% 109% 4,409,649 £5.7m July 2023

Margherita Della Valle 400% 275% 69% 1,484,621 £1.9m July 2023

Nick Read Goal Deadline: Margherita Della Valle Goal Deadline:

Actual holding Holding scenario July 2023 Actual holding Holding scenario July 2023
(number of shares) (% of salary) (number of shares) (% of salary)

25%
4.4m increase
654%
545% 400%
3.5m 500% 495% 1.5m 43%
436% increase 330%
275%
1.0m
219% 220%

31/03 31/03 Goal Actual Actual Illustrative Illustrative 31/03 31/03 Goal Actual Actual Illustrative Illustrative
2021 2020 31/03 31/03 20% SP 20% SP 2021 2020 31/03 31/03 20% SP 20% SP
2021 2020 decrease increase 2021 2020 decrease increase
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The shareholding requirements include a post employment condition whereby the Executive Directors will need to continue to hold shares equivalent
to the value of their requirement at the date of departure (or actual holding on departure if the requirement has not been reached during employment)
for a further two years post employment. The Committee has a number of processes in place to ensure this condition is met, including executives
agreeing to these terms prior to receiving an award, executives holding the majority of their shares (and at least up to the value of their requirement)
in a nominee rather than a personal account, and the Committee having the ability to lapse any unvested GLTI awards if the condition is not met.
Collectively the Executive Committee including the Executive Directors owned 24,478,674 Vodafone shares at 31 March 2021, with a value of over
£31.7 million. None of the Executive Committee members’ shareholdings amounts to more than 1% of the issued shares in that class of share,
excluding treasury shares.
Directors’ interests in the shares of the Company (audited)
A summary of interests in shares and scheme interests of the Directors who served during the year is given below. More details of the outstanding
shares subject to award and options are set out in the table below and on page 96.
Share options
Total number Unvested with Unvested with SAYE
of interests in shares performance conditions performance conditions (unvested without
At 31 March 2021 (at maximum)1 (at target) (at maximum) performance conditions)
Executive Directors
Nick Read 15,791,982 5,388,288 11,369,041 13,292
Margherita Della Valle 8,368,355 3,257,896 6,883,734 –
Total 24,160,337 8,646,184 18,252,775 13,292
Note:
1. This includes both owned shares and the maximum number of unvested share awards.

The total number of interests in shares includes interests of connected persons, unvested share awards and share options. During the year the
Committee was informed that Vittorio Colao (who retired from the Board on 30 September 2018) had been appointed as Minister for Technological
Innovation and Digital Transition within the Italian government. In order to avoid any conflicts of interest, Mr Colao was required to sell his shareholding
in Vodafone Group Plc. This included 122,075 vested shares due to be released on 1 July 2021 and a further 141,799 vested shares due to be released
on 4 August 2022. In light of the circumstances, the Committee agreed to release these shares from their respective holding periods early in order to
allow Mr Colao to meet the compliance requirements of his new role.
At 31 March 2021 Total number of interests in shares

Non-Executive Directors
Sanjiv Ahuja 14,000 (ADRs)1
Sir Crispin Davis 34,500
Michel Demaré 100,000
Dame Clara Furse 75,000
Valerie Gooding 28,970
Renee James 27,272
Gerard Kleisterlee (position at retirement) 220,000
Maria Amparo Moraleda Martinez 30,000
David Nish 107,018
David Thodey (position at retirement) 303,653
Jean-François van Boxmeer2 –
Notes:
1. One ADR is equivalent to 10 ordinary shares.
2. On 18 May 2021 Jean-François van Boxmeer acquired an interest in 305,000 shares resulting in a total interest in 305,000 shares as at 18 May 2021.

At 18 May 2021, and during the period from 1 April 2021 to 18 May 2021, no Director had any interest in the shares of any subsidiary company. Other
than those individuals included in the tables above who were Board members at 31 March 2021, members of the Group’s Executive Committee at
31 March 2021 had an aggregate beneficial interest in 18,584,404 ordinary shares of the Company. At 18 May 2021, the Directors had an aggregate
beneficial interest in 6,742,030 ordinary shares of the Company and the Executive Committee members had an aggregate beneficial interest in
18,584,404 ordinary shares of the Company. None of the Directors or the Executive Committee members had an individual beneficial interest
amounting to greater than 1% of the Company’s ordinary shares.
With the exception of the acquisition of an interest in 305,000 shares by Jean-François van Boxmeer as outlined above, the Directors’ total number of
interests in shares did not change during the period from 1 April 2021 to 18 May 2021.
Performance share awards
The maximum number of shares subject to outstanding awards that have been granted to Directors under the long-term incentive (‘GLTI’) plan are
currently as follows:
2019 award 2020 award1 2021 award
Awarded: June 2018 Awarded: June 2019 Awarded: November 2020
Performance period ending: March 2021 Performance period ending: March 2022 Performance period ending: March 2023
Vesting date: June 2021 Vesting date: June 2022 Vesting date: August 2023
GLTI performance share awards Share price at grant: 184.2 pence Share price at grant: 124.2 pence Share price at grant: 124.9 pence

Nick Read 3,278,043 3,887,636 4,203,362

Margherita Della Valle 1,995,330 2,366,387 2,522,017
Note:
1. Reflects shares subject to outstanding awards following voluntary reduction as set out in the 2020 Annual Report on Remuneration.
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Annual Report on Remuneration (continued)

Details of the performance conditions for the awards can be found on pages 92 to 94 or in the Remuneration Report from the relevant year.
Share options
The following information summarises the Executive Directors’ options under the HMRC approved Vodafone Group 2008 Sharesave Plan (‘SAYE’).
No other Directors have options under any schemes and, other than under the SAYE, no options have been granted since 2007. Options under the
SAYE were 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
At granted exercised lapsed
1 April 2020 during the during the during the Options Market
or date of 2021 financial 2021 financial 2021 financial held at Option price on
appointment year year year 31 March 2021 price Date from exercise
Number Number Number Number Number which Gain on
Grant date of shares of shares of shares of shares of shares Pence
1
exercisable Expiry date Pence exercise
Nick Read
SAYE Mar 2017 4,854 – – – 4,854 154.51 Apr 2022 Sep 2022 – –
SAYE Jul 2017 8,438 – – – 8,438 177.75 Sep 2022 Feb 2023 – –
Total 13,292 – – – 13,292 – –
Note:
1. The closing trade share price on 31 March 2021 was 131.88 pence. The highest trade share price during the year was 141.12 pence and the lowest price was 101.70 pence.

At 18 May 2021 there had been no change to the Directors’ interests in share options from 31 March 2021. Other than those individuals included
in the table above, at 18 May 2021 members of the Group’s Executive Committee held options for 25,241 ordinary shares at prices ranging from
102.6 pence to 111.7 pence per ordinary share, with a weighted average exercise price of 107.0 pence per ordinary share exercisable at dates ranging
from 1 September 2022 to 1 September 2023.
Margherita Della Valle, Hannes Ametsreiter, Aldo Bisio, Colman Deegan, Ahmed Essam, Alexandre Froment-Curtil, Shameel Joosub, Vinod Kumar,
Rosemary Martin, Serpil Timuray, and Johan Wibergh held no options at 18 May 2021.
Loss of office payments (audited)
Other than amounts already disclosed in prior year reports, no loss of office payments were made during the year.
Payments to past Directors (audited)
During the 2021 financial year Lord MacLaurin received benefit payments in respect of security costs as per his contractual arrangements. These costs
exceeded our de minimis threshold of £5,000 p.a. and, including the tax paid, were £23,513 (2020: £23,513).
Fees retained for external non-executive directorships
Executive Directors may hold positions in other companies as non-executive directors and retain the fees.
During the year ended 31 March 2021 Nick Read served as a non-executive director on the board of Booking Holdings Inc. where he retained fees
of US$277,389 (2020: US$294,424). Margherita Della Valle served as a non-executive director on the board of Reckitt Benckiser Group plc (effective
1 July 2020) where she retained fees of £112,000 (2020: £11,270 in respect of services to Centrica plc until 12 May 2019).
2021 remuneration for the Chairman and Non-Executive Directors (audited)
Salary/fees Benefits1 Total
2021 2020 2021 2020 2021 2020
£’000 £’000 £’000 £’000 £’000 £’000

Chairman
Jean-François van Boxmeer (appointed 28 July 20202) 297 – – – 297 –
Senior Independent Director
Valerie Gooding 165 165 – 5 165 170
Non-Executive Directors
Sanjiv Ahuja 115 115 1 3 116 118
Sir Crispin Davis 115 115 1 23 116 138
Michel Demaré 115 115 – 11 115 126
Dame Clara Furse 115 115 – 3 115 118
Renee James3 115 133 – 11 115 144
Maria Amparo Moraleda Martinez 115 115 – 14 115 129
David Nish 140 140 1 31 141 171
Former Non-Executive Directors
David Thodey (stepped down 27 July 2020) 38 67 – 19 38 86
Gerard Kleisterlee (stepped down 3 November 2020) 385 650 4 53 389 703
Total 1,715 1,730 7 173 1,722 1,903
Notes:
1. We have been advised that for Non-Executive Directors, certain travel and accommodation expenses in relation to attending Board meetings should be treated as a taxable benefit. The table above
includes these travel expenses and the corresponding tax contribution.
2. Jean-François van Boxmeer was appointed to the Board as a Non-Executive Director on 28 July 2020 and subsequently became Chairman on 3 November 2020.
3. Salary/fees for 2020 include an additional allowance of £6,000 per meeting for Directors based outside of Europe.
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Pay in the wider context

Fair pay at Vodafone
As part of its review of executive remuneration arrangements, the Committee takes account of the pay policies in place across the wider business. This
includes considering the structure of remuneration offerings at each level of the business to ensure there is a strong rationale for how packages evolve
across the different levels of the organisation.
During the year the Committee was updated on how a revised remuneration structure had been implemented across the business to ensure
arrangements fully aligned with our strategy, supported our purpose, and celebrated our spirit. The update also set out the growing use of our digital
recognition tools across the business including our peer to peer ‘Thank You’ awards and instant ‘Vodafone Star’ cash awards – the latter of which are
primarily focused on rewarding our non-management colleagues. The Committee was also updated on the results of the latest annual fair pay review,
including where the key focus areas were and what actions had been agreed locally to implement any required adjustments. In addition to being a core
principle of the Committee, there is a clear culture in our business of ensuring we offer competitive and fair pay to all employees. Our approach, across
our business, is guided by the following six principles:
1. Market competitive
The pay of our people is reflective of their skills, role and function and the external market.
We annually review the pay of each employee and actively manage any who fall below the market competitive range.
2. Free from discrimination
Our pay should not be affected by gender, age, disability, gender identity and expression, sexual orientation, race, ethnicity, cultural heritage or belief.
We annually compare the average position of our men and women against their market benchmark, grade and function to identify and understand any
differences, and take action if necessary.
3. Ensure a good standard of living
We work with the independent organisation, the Fair Wage Network, to assess how our pay compares to the “living wage” in each of our markets
because we are committed to providing a good standard of living for our people and their family.
4. Share in our successes
All our people should have the opportunity to share in our success by being eligible to receive some form of performance related pay, e.g. a bonus,
shares or sales incentive.
5. Provide benefits for all
Our global standard is to offer all our people life insurance, parental leave and access to either Company or state provided healthcare and
pension provision.
6. Open and transparent
We ensure that our people understand their pay. We do this through a series of user-friendly guides, webpages and an annual reward statement,
which help explain our peoples’ pay and outline the value of their core reward package.
In addition, they also receive monthly or weekly payslips and a payment schedule.
Click to read more about Fair Pay at Vodafone:
vodafone.com/fair-pay
Stakeholder engagement
The Committee considers all stakeholder groups when setting executive pay including:
Colleagues
The Committee is fully briefed on pay arrangements across the business to ensure any decisions on executive pay are made within our wider business
context. We engage with our employees through a variety of means including employee forums, town hall meetings (including with our executives),
global Spirit Beat surveys and digital platforms – all of which give our people the chance to voice their opinion on any area of interest – including
executive pay.
Shareholders
The Committee values the active participation of our shareholders during our consultations and fully considers all feedback as part of the review
process. Last year we started our consultation in November 2019 (for the July 2020 AGM) to ensure all parties had adequate time for engagement.
Government
The Committee actively engages with external professional bodies/government departments when they issue consultations on proposed changes to
legislation/reporting guidelines.
Wider society
The Committee is fully aware that society has grown increasingly concerned about executive pay in the wider market. The Committee believes that
through transparent reporting and active engagement in explaining both the operation of, and rationale for, executive pay decisions, trust in this area
can be rebuilt.
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Annual Report on Remuneration (continued)

UK Gender Pay Gap reporting

Each year we publish our UK Gender Pay Gap in line with the statutory UK methodology. The nature of the statutory calculation means the gap will
fluctuate year on year, influenced by changes in our business structure, Company performance and the percentage of men and women at all levels and
positions. The existence of a UK gender pay gap in our business is primarily a consequence of more men than women holding senior or specialist, and
therefore higher-paid, roles.
With our commitment to embed an inclusive culture, we continue our work to reduce the gap and have made good progress since the publication of
the first report in 2017. Our global programmes aim to support all women across different roles, areas, and geographies of our business and will, over
time, reduce our specific UK Gender Pay Gap (which this year was calculated as 12.0% – a slight increase from our 2019 figure of 10.9% but below our
2018 figure of 16.1%). While we have made progress, we are committed to doing more.
Click to learn more about our initiatives, case studies, and key statistics on our dedicated UK Gender Pay Gap webpage at
vodafone.com/uk-gender-pay-gap
Relative spend on pay
The chart below shows both the dividends distributed in the year and the total cost of remuneration in the Group.
For more details on dividends and expenditure on remuneration for all employees, please see pages 152 and 184 respectively.
€m

5,462
5,157

2,317 2,412

2020 2021 2020 2021

Distributed by way Overall expenditure on
of dividends remuneration for all employees

CEO pay ratio

The following table sets out our CEO pay ratio figures in respect of 2021, 2020 and 2019:
Year CEO single figure Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

2021 £3,615k Option B 108:1 88:1 42:1

2020 £3,529k Option B 113.1 69.1 45.1
20191 £4,359k Option B 154:1 107:1 56:1
Note:
1. The CEO single figure used in the calculation of the 2019 ratios reflects a blended figure for Vittorio Colao and Nick Read, recognising the change in incumbency for the role during this year.

The pay ratio figures in the above table are calculated using the following total pay and benefits information:
Year Supporting information 25th percentile pay ratio Median pay ratio 75th percentile pay ratio

2021 Salary £30.0k £37.1k £71.2k

Total pay and benefits £33.5k £41.0k £85.3k
2020 Salary £28.0k £42.8k £65.0k
Total pay and benefits £31.3k £51.1k £78.6k
2019 Salary £23.1k £36.4k £65.0k
Total pay and benefits £28.3k £40.8k £78.2k

The calculation methodology used reflects Option B as defined under the relevant regulations. In line with the relevant regulations this utilises the most
recently collected and disclosed data analysed within our Gender Pay Gap report, with employees at the three quartiles identified from this analysis and
their respective single figure values calculated.
To ensure this data accurately reflects individuals at such quartiles, the single figure values for individuals immediately above and below the identified
employee at each quartile within the Gender Pay Gap analysis were also reviewed.
This year our ratios have remained relatively stable when viewed on a year-on-year basis. This reflects how the single figures for both the Chief Executive
and employees at the quartile positions have remained consistent when viewed over the period set out in the table above. We expect the ratios to be
primarily driven by the valuation of the long-term incentive that is included in the Chief Executive’s single figure for the year.
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Change in remuneration for Directors and all employees between 2020 and 2021
In line with the new regulatory requirements, the table below calculates the percentage change in Directors’ remuneration (salary, taxable benefits and
annual bonus payment) between the 2020 and 2021 financial years compared to the average remuneration for other Vodafone Group employees
who are measured on comparable business objectives and who have been employed in the UK since 2021 (per capita). Vodafone has employees
based all around the world and some of these individuals work in countries with very high inflation; therefore a comparison to Vodafone’s UK-based
Group employees is deemed the most appropriate employee group for this comparison.
Percentage change from 2020 to 2021
Base salary / fee Taxable benefits Annual bonus

Executive Directors
Nick Read 0.0% -23.8% 19.4%
Margherita Della Valle 0.0% -4.5% 19.3%
Non-Executive Directors
Jean-François van Boxmeer (appointed 28 July 2020) – – –
Valerie Gooding 0.0% -100.0% –
Sanjiv Ahuja 0.0% -66.7% –
Sir Crispin Davis 0.0% -95.7% –
Michel Demaré 0.0% -100.0% –
Dame Clara Furse 0.0% -100.0% –
Renee James -13.5% -100.0% –
Maria Amparo Moraleda Martinez 0.0% -100.0% –
David Nish 0.0% -96.8% –
Former Non-Executive Directors
David Thodey (stepped down 27 July 2020) -43.3% -100.0% –
Gerard Kleisterlee (stepped down 3 November 2020) -40.8% -92.5% –
Other Vodafone Group employees employed in the UK 3.8% 0.2% 30.2%
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Annual Report on Remuneration (continued)

Assessing pay and performance

In the table below we summarise the Chief Executive’s single figure remuneration over the past 10 years, as well as how our variable pay plans have
paid out in relation to the maximum opportunity. This can be compared with the historic TSR performance over the same period. The chart below
shows the performance of the Company relative to the STOXX Europe 600 Index over a 10-year period. The STOXX Europe 600 Index was selected
as this is a broad-based index that includes many of our closest competitors. It should be noted that the TSR element of the 2019 GLTI is based on
the TSR performance shown in the chart on page 93 and not this chart.
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

10–year historical TSR performance

Growth in the value of a hypothetical
€100 holding over 10 years
250

Vodafone Group 230

210 190 218
182
190 171 171
STOXX Europe 157
170 181
600 index 166 168
162 159
150 127
146
130 112 135 137
100 128
110 115
106
90 99

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021

Financial year remuneration

for Chief Executive
100%

90%

80%

70%
Annual Bonus
average 51% 60%

50%
LTI 40%
average 44%
30%

20%

10%

0%
2012 2013 2014 2015 2016 2017 2018 2019
2,7401 2020 2021

Single figure of total remuneration £’000 15,767 11,099 8,014 2,810 5,224 6,332 7,389 /1,6192 3,529 3,615
Annual bonus
(actual award versus max opportunity) 47% 33% 44% 56% 58% 47% 64% 44% 52% 62%
Long-term incentive
(vesting versus max opportunity) 100% 57% 37% 0% 23% 44% 67% 40% 50% 22%
Notes:
1. Reflects the single figure in respect of Vittorio Colao for the period to 30 September 2018.
2. Reflects the single figure in respect of Nick Read for the period from 1 October 2018.
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2022 remuneration
Details of how the Remuneration Policy will be implemented for the 2022 financial year are set out below.
Prior to reviewing executive remuneration arrangements the Committee was fully briefed on remuneration arrangements elsewhere in the business.
This included a detailed discussion on the structure of remuneration offerings at each level of the business and how pay at these levels is determined.
The Committee also considered the wider external context in light of the developing COVID-19 situation, and the commitments made to our wider
employee population.
The cumulative effect of these discussions was that the Committee was able to make decisions in respect of executive remuneration within the context
of how, and appreciating the rationale for why, remuneration arrangements evolve across the different levels within the organisation.2021

2022 Base salaries

In March 2021 the Committee reviewed executive remuneration arrangements against the following comparator groups:
1. A EuroTop peer group constituting the top 50 European companies (excluding financial services companies) and a few other select companies
relevant to the telco sector; and
2. The FTSE 30 (excluding financial services companies).
As set out on page 82 in the Letter from the Remuneration Committee Chairman, neither the Chief Executive nor the Chief Financial Officer have
received a salary increase since their appointment to their current roles in 2018. In the light of their strong performance and growing experience in
role the Committee agreed an increase would be justified. However, in line with the restraint on salary increases for the wider leadership team, the
Committee felt that salaries for both Executive Directors should remain unchanged for the year ahead at the current levels of:
– Chief Executive: Nick Read £1,050,000; and
– Chief Financial Officer: Margherita Della Valle £700,000.
The Committee acknowledges the importance of our arrangements remaining fair and competitive and will review this situation again next year.
The Committee further determined that salaries for Executive Committee members will also remain unchanged.

Pension
Pension arrangements for both the Chief Executive and the Chief Financial Officer will remain unchanged at 10% of salary, in line with the maximum
employer contribution level for the wider UK population.

2022 Annual Bonus (‘GSTIP’)

In light of the uncertainty caused by COVID-19 and the subsequent difficulty to set an accurate one-year service revenue target for the 2021 financial
year, the decision was taken to remove the service revenue condition from the 2021 plan and retain the remaining three measures.
As set out on page 82 of the Letter from the Remuneration Committee Chairman, for the 2022 plan the Committee has agreed to re-introduce service
revenue given the strategic importance of growth to our business and our ability to now accurately forecast an appropriate target.
The performance measures and weightings for 2022, are outlined below:
– service revenue (25%);
– adjusted EBIT (25%);
– adjusted free cash flow (25%); and
– customer appreciation KPIs (25%). This includes an assessment of churn, revenue market share and Net Promoter Score1 (‘NPS’).
Note:
1. The assessment of NPS utilises data collected in our local markets which is validated for quality and consistency by independent third party agencies.

Due to the potential impact on our commercial interests, annual bonus targets are considered commercially sensitive and therefore will be disclosed
in the 2022 Remuneration Report following the completion of the financial year.

Long-term incentive (‘GLTI’) awards for 2022

Awards for 2022 will be made in line with the arrangements described in our policy on pages 86 and 87. Vesting of the 2022 award will be subject
to adjusted free cash flow (60% of total award), relative TSR (30% of total award), and ESG (10% of total award) performance. Performance will be
measured over the three financial years ending 31 March 2024, and any net vested shares will be subject to an additional two-year holding period
(i.e. the ‘3+2’ model). It is anticipated that the final awards will be reviewed by the Committee at the July 2021 meeting and, subject to the Committee’s
approval, will be granted shortly after in August 2021.
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Annual Report on Remuneration (continued)

Further details for the 2022 award targets are provided below.
Adjusted free cash flow (60% of total award)
Details of the three-year adjusted FCF target for the 2022 award are set out in the table below.
Vesting percentage
Adjusted FCF performance (60% of total award) Adjusted FCF performance (€bn) (% of FCF element)

(% of FCF element)
Below threshold <15.00 0%
Threshold 15.00 20%
Maximum 17.00 100%

Relative TSR (30% of total award)

Following the annual review of the performance measures which included a review of analysis provided by the Committee’s external advisers,
the Committee determined that the TSR outperformance range for the 2022 award should continue to be set at the 80th percentile equivalent
for maximum performance. For the 2022 award, this equates to outperformance of 8.50% p.a. at maximum.
The Committee further determined that the TSR peer group should remain unchanged for the 2022 award. Further details are set out in the
tables below.
Relative TSR (30% of total award) TSR outperformance Vesting (% of relative TSR element)

Below threshold Below median 0.0%

Threshold Median 20.0%
Maximum 8.50% p.a. (80th percentile equivalent) 100.0%

TSR peer group

BT Group Deutsche Telekom Liberty Global MTN Orange

Royal KPN Telecom Italia Telefónica Telefónica Deutschland

Linear interpolation (i.e. straight-line vesting) occurs for performance between threshold and maximum.
ESG (10% of total award)
The table below sets out how performance under the ESG measure for the 2022 award will be assessed against three quantitative ambitions:
Purpose pillar Metric for 2022 GLTI Overall ambition Baseline position for 2022 GLTI Ambition for 2022 GLTI (10% of total award)

Planet Greenhouse gas reduction 50% reduction from FY17 37% reduction from FY17 60% reduction from FY17
baseline by 2025 baseline at 31 March 2021 baseline by 31 March 2024
Inclusion for All Female representation 40% representation of women 32% representation of women in 35% representation of women in
in management in management by 2030 management at 31 March 2021 management by 31 March 2024
Digital Society / M-Pesa connections Connect >50m people and 48.3m connections 68.2m connections
Inclusion for All their families to mobile  at 31 March 2021 by 31 March 2024
money by 2025

Each ambition for the 2022 award has been set by considering both our externally communicated targets and our internal progress as at 31 March 2021.
Where we are ahead of our originally communicated external ambition we have set our target recognising this so as to ensure all ambitions remain
stretching against actual current performance.
At the end of the performance period the Committee will assess achievement across the three metrics against the stated ambitions and determine
vesting under this element. Full disclosure of the rationale for the final vesting decision will be provided in the relevant Directors’ Remuneration Report.
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2022 remuneration for the Chairman and Non-Executive Directors

Fees for our Chairman and Non-Executive Directors have been benchmarked against the FTSE 30 (excluding financial services companies).
Following this year’s review it was agreed that no changes will be made to the current fee levels which are set out in the table below.
Fee payable
Position/role £’000

Chairman1 650
Non-Executive Director 115
Additional combined fee for Senior Independent Director and Chairman of the Remuneration Committee 50
Additional fee for Chairmanship of Audit and Risk Committee 25
Note:
1. The Chairman’s fee also includes the fee for the Chairmanship of the Nominations and Governance Committee.

For 2022 the allowance payable each time a non-Europe-based Non-Executive Director eligible for this legacy arrangement is required to travel to
attend Board and Committee meetings to reflect the additional time commitment involved is £6,000.

Further remuneration information

Dilution
All awards are made under plans that incorporate dilution limits as set out in the guidelines for share incentive schemes published by the
Investment Association. The current estimated dilution from subsisting executive awards is approximately 2.6% of the Company’s share capital at
31 March 2021 (2.6% at 31 March 2020), whilst from all-employee share awards it is approximately 0.3% (0.3% at 31 March 2020). This gives a total
dilution of 2.9% (2.9% at 31 March 2020).
Service contracts
The terms and conditions of appointment of our Directors are available for inspection at the Company’s registered office during normal business hours
and at the Annual General Meeting (for 15 minutes prior to the meeting and during the meeting). The Executive Directors have notice periods in their
service contracts of 12 months. The Non-Executive Directors’ letters of appointment do not contain provision for notice periods or for compensation if
their appointments are terminated.
This report on remuneration has been approved by the Board of Directors and signed on its behalf by:

Valerie Gooding
Chairman of the Remuneration Committee
18 May 2021
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Our US listing requirements

As Vodafone’s American depositary shares are listed on NASDAQ Stock Market LLC (‘NASDAQ’), we are required to disclose a summary of any material
differences between the corporate governance practices we follow and those of US companies listed on NASDAQ. Vodafone’s corporate governance
practices are primarily based on UK requirements but substantially conform to those required of US companies listed on NASDAQ.
The material differences are set out in the following table:

Board member independence Different tests of independence for Board members are applied under the 2018 UK Corporate
Governance Code (the ‘Code’) and the NASDAQ listing rules. The Board is not required to take
into consideration NASDAQ’s detailed definitions of independence as set out in the NASDAQ
listing rules. The Board has carried out an assessment based on the independence requirements
of the Code and has determined that, in its judgement, each of Vodafone’s Non-Executive Directors
is independent within the meaning of those requirements.
Committees The NASDAQ listing rules require US companies to have a nominations committee, an audit
committee and a compensation committee, each composed entirely of independent directors,
with the nominations committee and the audit committee each required to have a written
charter which addresses the committee’s purpose and responsibilities, and the compensation
committee having sole authority and adequate funding to engage compensation consultants,
independent legal counsel and other compensation advisers.
– Our Nominations and Governance Committee is chaired by the Chairman of the Board and its
other members are independent Non-Executive Directors.
– Our Remuneration Committee is composed entirely of independent Non-Executive Directors.
– Our Audit and Risk Committee is composed entirely of Non-Executive Directors, each
of whom (i) the Board has determined to be independent based on the independence
requirements of the Code and (ii) meets the independence requirements of the Securities
Exchange Act of 1934.
– We have terms of reference for our Nominations and Governance Committee, Audit and Risk
Committee and Remuneration Committee, each of which comply with the requirements of
the Code and are available for inspection on our website at vodafone.com/governance
– These terms of reference are generally responsive to the relevant NASDAQ listing rules, but
may not address all aspects of these rules.
Code of Ethics and Code of Conduct Under the NASDAQ listing rules, US companies must adopt a Code of Conduct applicable to all
directors, officers and employees that complies with the definition of a “code of ethics” set out in
section 406 of the Sarbanes-Oxley Act.
– We have adopted a Code of Ethics that complies with section 406 of the Sarbanes-Oxley Act
which is applicable only to the senior financial and principal executive officers, and which is
available on our website at vodafone.com/governance.
– We have also adopted a separate Code of Conduct which applies to all employees.
Quorum The quorum required for shareholder meetings, in accordance with our Articles of Association, is
two shareholders, regardless of the level of their aggregate share ownership, while US companies
listed on NASDAQ are required by the NASDAQ listing rules to have a minimum quorum of
33.33% of the shareholders of ordinary shares for shareholder meetings.
Related party transactions In lieu of obtaining an independent review of related party transactions for conflicts of interests
in accordance with the NASDAQ listing rules, we seek shareholder approval for related party
transactions that (i) meet certain financial thresholds or (ii) have unusual features in accordance
with the Listing Rules issued by the FCA in the UK (the ‘Listing Rules’), the Companies Act 2006
and our Articles of Association.
Further, we use the definition of a transaction with a related party as set out in the Listing Rules,
which differs in certain respects from the definition of related party transaction in the NASDAQ
listing rules.
Shareholder approval When determining whether shareholder approval is required for a proposed transaction, we
comply with both the NASDAQ listing rules and the Listing Rules. Under the NASDAQ listing rules,
whether shareholder approval is required for a transaction depends on, among other things, the
percentage of shares to be issued or sold in connection with the transaction. Under the Listing
Rules, whether shareholder approval is required for a transaction depends on, among other
things, whether the size of a transaction exceeds a certain percentage of the size of the listed
company undertaking the transaction.
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Directors’ report

The Directors of the Company present their report together with Strategic Report
the audited consolidated financial statements for the year ended The Strategic Report is set out on pages 1 to 61 and is incorporated into
31 March 2021. this Directors’ report by reference.
This report has been prepared in accordance with requirements outlined
within The Large and Medium-sized Companies and Groups (Accounts Directors and their interests
and Reports) Regulations 2008 and forms part of the management report The Directors of the Company who served during the financial year
as required under Disclosure Guidance and Transparency Rule (‘DTR’) 4. ended 31 March 2021 and up to the date of signing the financial
Certain information that fulfils the requirements of the Directors’ report statements are as follows: Jean-François van Boxmeer (appointed
can be found elsewhere in this document and is referred to below. This on 28 July 2020), Nick Read, Margherita Della Valle, Sanjiv Ahuja,
information is incorporated into this Directors’ report by reference. Sir Crispin Davis, Michel Demaré, Dame Clara Furse, Valerie Gooding,
Renee James, Maria Amparo Moraleda Martinez, David Nish, David
Responsibility statement Thodey (stepped down on 27 July 2020) and Gerard Kleisterlee
As required under the DTRs, a statement made by the Board regarding (stepped down on 3 November 2020). A summary of the rules related
the preparation of the financial statements is set out on pages 108 and to the appointment and replacement of Directors and Directors’ powers
109 which also provides details regarding the disclosure of information to can be found on page 229. Details of Directors’ interests in the Company’s
the Company’s auditor and management’s report on internal control over ordinary shares, options held over ordinary shares, interests in share
financial information. options and long-term incentive plans are set out on pages 82 to 103.

Going concern Directors’ conflicts of interest

The going concern statement required by the Listing Rules and Established within the Company is a procedure for managing and
the UK Corporate Governance Code (the ‘Code’) is set out in the monitoring conflicts of interest for Directors. Details of this procedure
“Directors’ statement of responsibility” on page 109. are set out on page 75.

System of risk management and internal control Directors’ indemnities

The Board is responsible for maintaining a risk management and internal In accordance with our Articles of Association and to the extent permitted
control system and for managing principal risks faced by the Group. Such by law, Directors are granted an indemnity from the Company in respect
a system is designed to manage rather than eliminate business risks and of liability incurred as a result of their office. In addition, we maintained
can only provide reasonable and not absolute assurance against material a Directors’ and officers’ liability insurance policy throughout the year.
mistreatment or loss. This is described in more detail in the Audit and Risk Neither our indemnity nor the insurance provides cover in the event
Committee Report on pages 76 to 81. that a Director is proven to have acted dishonestly or fraudulently.
The Board has implemented in full the FRC “Guidance on Risk Management,
Internal Control and related Financial and Business Reporting” for the year
Disclosures required under Listing Rule 9.8.4
and to the date of this Annual Report. The resulting procedures, which are The information on the amount of interest capitalised and the treatment
subject to regular monitoring and review, provide an ongoing process for of tax relief can be found in notes 5 and 6 to the consolidated financial
identifying, evaluating and managing the Company’s principal risks (which statements respectively. The remaining disclosures required by Listing
can be found on pages 53 to 61). Rule 9.8.4 are not applicable to Vodafone.

Corporate Governance Statement Capital structure and rights attaching to shares

The Corporate Governance Statement setting out how the Company Ordinary shares of Vodafone Group Plc are traded on the London Stock
complies with the Code and which includes a description of the main Exchange and in the form of ADSs on NASDAQ.
features of our internal control and risk management arrangements ADSs, each representing 10 ordinary shares, are traded on NASDAQ
in relation to the financial reporting process is set out on page 65. The under the symbol “VOD”. The ADSs are evidenced by ADRs issued
information required by DTR 7.2.6R can be found in the “Shareholder by Deutsche Bank, as depositary, under a deposit agreement, dated
information” section on pages 227 to 232. A description of the 27 February 2017 between the Company, the depositary and the
composition and operation of the Board and its Committees including holders from time to time of ADRs issued thereunder.
the Board Diversity Policy is set out on page 69, pages 74 to 81 and
page 90. The Code can be viewed in full at frc.org.uk. ADS holders are not shareholders in the Company but may instruct
Deutsche Bank on the exercise of voting rights relative to the number
of ordinary shares represented by their ADSs. See “Articles of Association
and applicable English law” and “Rights attaching to the Company’s
shares – Voting rights” on page 229.
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Directors’ report (continued)

All information relating to the Company’s capital structure, rights Group policy compliance
attaching to shares, dividends, the policy to repurchase the Company’s Each Group policy is owned by a member of the Executive Committee so
own shares, details of Company share repurchases and details of other that there is clear accountability and authority for ensuring the associated
shareholder information is contained on page 31 and pages 227 to 232. business risk is adequately managed. Regional Chief Executives and the
Senior Leadership Team member responsible for each Group function
Change of control have primary accountability for ensuring compliance with all Group
Details of change of control provisions in the Company’s revolving credit policies by all our markets and entities.
facilities are set out in note 22 “Capital and financial risk management”.
Our Group compliance team and policy champions support the policy
Information on agreements between the Company and its Directors owners and local markets in implementing policies and monitoring
providing for compensation for loss of office of employment (including compliance. All of the key Group policies have been consolidated into
details of change of control provisions in share schemes) is set out on the Vodafone Code of Conduct which applies to all employees and
pages 88 and 89. Subject to that, there are no agreements between the those who work for or on behalf of Vodafone. It sets out the standards
Company and its employees providing for compensation for loss of office of behaviour expected in relation to areas such as insider dealing,
or employment that occurs because of a takeover bid. bribery and raising concerns through the whistle blowing process
(known internally as Speak Up).
Dividends
Full details of the Company’s dividend policy and proposed final dividend Branches
payment for the year ended 31 March 2021 are set out on page 23 and The Group, through various subsidiaries, has branches in a number of
note 9 to the consolidated financial statements. different jurisdictions in which the business operates. Further details are
included in note 31.
Sustainability
Information about the Company’s approach to sustainability risks and Employee disclosures
opportunities is set out on pages 32 to 52. Also included on these pages Vodafone is an inclusive employer and diversity is important to us.
are details of our greenhouse gas emissions. We give full and fair consideration to applications for employment by
disabled persons and the continued employment of anyone incurring
Political donations a disability while employed by us. Training, career development and
promotion opportunities are equally applied for all our employees,
No political donations or contributions to political parties under the
regardless of disability. Our disclosures relating to the employment of
Companies Act 2006 have been made during the financial year.
women in senior management roles, diversity, employee engagement
The Group policy is that no political donations be made or political
and policies are set out on pages 12 and 13, page 37, page 72 and
expenditure incurred.
page 75.
Financial risk management objectives and policies
Disclosures relating to financial risk management objectives and By order of the Board
policies, including our policy for hedging are set out in note 22 to the
consolidated financial statements and disclosures relating to exposure
to credit risk, liquidity risk and market risk are outlined in note 22. Rosemary Martin
Group General Counsel and Company Secretary

Important events since the end of the financial year 18 May 2021

There were no important events affecting the Company which have

occurred since the end of the financial year.

Future developments within the Group

The Strategic Report contains details of likely future developments within
the Group.
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Reporting on our financial performance

Index
108 Directors’ statement of responsibility Additional disclosures
110 Audit report on the consolidated and Company financial statements 191 27. Acquisitions and disposals
121 Consolidated financial statements 194 28. Commitments
121 Consolidated income statement 194 29. Contingent liabilities and legal proceedings
121 Consolidated statement of comprehensive income 198 30. Related party transactions
122 Consolidated statement of financial position 199 31. Related undertakings
123 Consolidated statement of changes in equity 208 32. Subsidiaries exempt from audit
124 Consolidated statement of cash flows 209 Company financial statements of
125 Notes to the consolidated financial statements Vodafone Group Plc
125 1. Basis of preparation 209 Company statement of financial position of Vodafone Group Plc
Income statement 210 Company statement of changes in equity of Vodafone Group Plc
131 2. Revenue disaggregation and segmental analysis 211 Notes to the Company financial statements
135 3. Operating profit / (loss) 211 1. Basis of preparation
136 4. Impairment losses 213 2. Fixed assets
144 5. Investment income and financing costs 214 3. Debtors
145 6. Taxation 214 4. Other investments
150 7. Discontinued operations and assets and liabilities held for sale 214 5. Creditors
152 8. Earnings per share 215 6. Called up share capital
152 9. Equity dividends 215 7. Share-based payments
Financial position 215 8. Reserves
153 10. Intangible assets 216 9. Equity dividends
155 11. Property, plant and equipment 216 10. Contingent liabilities and legal proceedings
157 12. Investments in associates and joint arrangements 216 11. Other matters
163 13. Other investments 217 Non-GAAP measures (unaudited information)
164 14. Trade and other receivables 226 Additional information (unaudited information)
165 15. Trade and other payables
166 16. Provisions
167 17. Called up share capital
Cash flows
168 18. Reconciliation of net cash flow from operating activities
168 19. Cash and cash equivalents
169 20. Leases
172 21. Borrowings
174 22. Capital and financial risk management
Employee remuneration
183 23. Directors and key management compensation
184 24. Employees
185 25. Post employment benefits
189 26. Share-based payments
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Directors’ statement of responsibility

The Directors are responsible for preparing the Directors’ responsibility statement
financial statements in accordance with applicable Each of the Directors, whose names and functions are listed on pages 67
law and regulations and keeping proper accounting and 68, confirms that, to the best of his or her knowledge:
records. Detailed below are statements made by the – the consolidated financial statements, prepared in accordance
Directors in relation to their responsibilities, disclosure with International Accounting Standards in conformity with the
of information to the Company’s auditor, going requirements of the UK Companies Act 2006, International Financial
concern and management’s report on internal Reporting Standards (‘IFRS’) adopted pursuant to Regulation (EC)
No 1606/2002 as it applies in the European Union and IFRS as issued
control over financial reporting. by the International Accounting Standards Board (‘IASB’), give a true
and fair view of the assets, liabilities, financial position and profit of
Financial statements and accounting records the Group;
Company law of England and Wales requires the Directors to prepare – the parent company financial statements, prepared in accordance with
financial statements for each financial year which give a true and fair United Kingdom generally accepted accounting practice, give a true
view of the state of affairs of the Company and of the Group at the end and fair view of the assets, liabilities, financial position and profit of the
of the financial year and of the profit or loss of the Group for that period. Company; and
In preparing those financial statements the Directors are required to: – the Strategic Report includes a fair review of the development and
– select suitable accounting policies and apply them consistently; performance of the business and the position of the Group, together
– make judgements and estimates that are reasonable and prudent; with a description and robust assessment of the principal risks and
uncertainties that it faces.
– present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and The Directors are also responsible under section 172 of the Companies
understandable information; Act 2006 to promote the success of the Company for the benefit of its
– state whether the consolidated financial statements have been members as a whole and in doing so have regard for the needs of wider
prepared in accordance with International Accounting Standards in society and stakeholders, including customers, consistent with the
conformity with the requirements of the UK Companies Act 2006, Group’s core and sustainable business objectives.
International Financial Reporting Standards (‘IFRS’) adopted pursuant to
Having taken advice from the Audit and Risk Committee, the Board
Regulation (EC) No 1606/2002 as it applies in the European Union and
considers the Annual Report, taken as a whole, is fair, balanced and
IFRS as issued by the International Accounting Standards Board (‘IASB’).
understandable and that it provides the information necessary for
The Directors also ensure that the consolidated financial statements
shareholders to assess the Company’s position and performance,
have been prepared in accordance with IFRS as issued by the
business model and strategy.
International Accounting Standards Board (‘IASB’);
– state for the Company’s financial statements whether applicable UK Neither the Company nor the Directors accepts any liability to any person
accounting standards have been followed; and in relation to the Annual Report except to the extent that such liability
– prepare the financial statements on a going concern basis unless it could arise under English law. Accordingly, any liability to a person who
is inappropriate to presume that the Company and the Group will has demonstrated reliance on any untrue or misleading statement or
continue in business. omission shall be determined in accordance with section 90A and
schedule 10A of the Financial Services and Markets Act 2000.
The Directors are responsible for keeping proper accounting records
which disclose with reasonable accuracy at any time the financial Disclosure of information to the auditors
position of the Company and of the Group and enable them to
ensure that the financial statements are prepared in accordance with Having made the requisite enquiries, so far as the Directors are aware,
International Accounting Standards in conformity with the requirements there is no relevant audit information (as defined by section 418(3) of
of the UK Companies Act 2006 adopted pursuant to Regulation (EC) the Companies Act 2006) of which the Company’s auditor is unaware and
No 1606/2002 as it applies in the European Union. They are also the Directors have taken all the steps they ought to have taken to make
responsible for the system of internal control, for safeguarding the themselves aware of any relevant audit information and to establish that
assets of the Company and the Group and, hence, for taking reasonable the Company’s auditor is aware of that information.
steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
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Going concern In reaching their conclusion on the going concern assessment,

The Group’s business activities, performance, position, principal risks and the Directors also considered the findings of the work performed to
uncertainties and the Directors’ assessment of its long term viability are support the statement on the long-term viability of the Group. As noted
set out on page 61. on page 61, this included key changes to relevant principal risks in light
of global economic and political uncertainty, sensitivity analysis, scenario
In addition, the funding position of the Group is included in “Borrowings” assessments, and combinations thereof, including that of a longer-term
and “Capital and financial risk management” in notes 21 and 22, global recession post the COVID-19 pandemic over the viability
respectively, to the consolidated financial statements. Notes 21 and assessment period.
22 include disclosure in relation to the Group’s objectives, policies and
processes for managing as well as details regarding its capital, its financial Conclusion
risk management objectives; details of its financial instruments and Based on the review, the Directors have a reasonable expectation that
hedging activities; and its exposures to credit risk and liquidity risk. the Company and the Group have adequate resources to continue
As noted on page 176, the Group has access to substantial cash and in operational existence for the foreseeable future. Accordingly, the
financing facilities. Directors continue to adopt the going concern basis in preparing the
Annual Report and accounts.
The Group also believes it adequately manages or mitigates its solvency
and liquidity risks through two primary processes, described below. Controls over financial reporting
Business planning process and performance management Management is responsible for establishing and maintaining adequate
The Group’s forecasting and planning cycle consists of three in-year internal control over financial reporting for the Group.
forecasts, a budget and a long-range plan. These generate income
The Group’s internal control over financial reporting includes policies
statement, cash flow and net debt projections for assessment by
and procedures that:
Group management and the Board. Each forecast is compared with prior
forecasts and actual results so as to identify variances and understand the – pertain to the maintenance of records that, in reasonable detail,
drivers of the changes and their future impact so as to allow management accurately and fairly reflect transactions and dispositions of assets;
to take action where appropriate. Additional analysis is undertaken to – are designed to provide reasonable assurance that transactions are
review and sense check the key assumptions underpinning the forecasts. recorded as necessary to permit the preparation of financial statements
Cash flow and liquidity reviews in conformity with IFRS, adopted pursuant to Regulation (EC) No
The business planning process provides outputs for detailed cash flow 1606/2002 as it applies in the European Union and IFRS as issued by
and liquidity reviews, to ensure that the Group maintains adequate the IASB, and that receipts and expenditures are being made only in
liquidity throughout the forecast periods. The prime output is a liquidity accordance with authorisation of management and the Directors of the
forecast which is prepared and updated at least on a monthly basis which Company; and
highlights the extent of the Group’s liquidity based on controlled cash – provide reasonable assurance regarding prevention or timely detection
flows and the headroom under the Group’s undrawn revolving credit of unauthorised acquisition, use or disposition of the Group’s assets that
facility. The key inputs into this forecast are: could have a material effect on the financial statements.

– free cash flow forecasts with information taken from the business Any internal control framework, no matter how well designed, has
planning process; inherent limitations including the possibility of human error and the
– bond and other debt maturities; and circumvention or overriding of the controls and procedures, and may not
prevent or detect misstatements. Also, projections of any evaluation of
– expectations for shareholder returns, spectrum auctions and
effectiveness to future periods are subject to the risk that controls may
M&A activity.
become inadequate because of changes in conditions or because the
The liquidity forecast is reviewed by the Group Chief Financial Officer degree of compliance with the policies or procedures may deteriorate.
and included in each of her reports to the Board. In addition, the Group
continues to manage its foreign exchange and interest rate risks within
By Order of the Board
the framework of policies and guidelines authorised and reviewed by
the Board, with oversight provided by the Treasury Risk Committee.
Rosemary Martin
The Group’s financial performance has been resilient during the Group General Counsel and Company Secretary
COVID-19 pandemic and the ongoing impact has been considered as 18 May 2021
part of the business planning process and reflected in the Group’s cash
flow forecasts. The Directors have also considered sensitivities in respect
of potential downside scenarios in concluding that the Group is able
to continue in operation for the period to 30 June 2022 from the date
of approving the consolidated financial statements. Those sensitivities
include the non-refinancing of debt maturities in the assessment period
and the repayment of the EIB loans which have covenants. A reverse
stress test was also reviewed to understand how severe conditions would
have to be to breach liquidity including the required reduction in EBITDA.
In addition to the liquidity forecasts, downside scenarios and reverse stress
test prepared, the Director’s considered the availability of the Group’s
€7.4 billion revolving credit facilities, undrawn as at 31 March 2021.
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Independent auditor’s report to the members of Vodafone Group plc

Opinion Basis for opinion

In our opinion: We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
– Vodafone Group Plc’s Consolidated financial statements and Company
those standards are further described in the Auditor’s responsibilities
financial statements (the “financial statements”) give a true and fair
for the audit of the financial statements section of our report. We are
view of the state of the Group’s and of the Company’s affairs as at
independent of the Group and Company in accordance with the ethical
31 March 2021 and of the Group’s profit for the year then ended;
requirements that are relevant to our audit of the financial statements
– the Consolidated financial statements have been properly prepared in the UK, including the FRC’s Ethical Standard as applied to listed public
in accordance with International Accounting Standards in conformity interest entities, and we have fulfilled our other ethical responsibilities in
with the requirements of the UK Companies Act 2006 and International accordance with these requirements.
Financial Reporting Standards (“IFRS”) adopted pursuant to Regulation
(EC) No. 1606/2002 as it applies in the European Union; We believe that the audit evidence we have obtained is sufficient and
– the Company financial statements have been properly prepared in appropriate to provide a basis for our opinion.
accordance with United Kingdom Generally Accepted Accounting Conclusions relating to going concern
Practice; and In auditing the financial statements, we have concluded that the directors’
– the financial statements have been prepared in accordance with use of the going concern basis of accounting in the preparation of
the requirements of the Companies Act 2006. the financial statements is appropriate. Our evaluation of the directors’
We have audited the financial statements of Vodafone Group Plc for the assessment of the Group and Company’s ability to continue to adopt
year ended 31 March 2021 which comprise: the going concern basis of accounting included:

Group – confirming our understanding of the directors’ going concern

assessment process, including the controls over the review and
Consolidated statement of financial position as at 31 March 2021
approval of the budget and long-range plan;
Consolidated income statement for the year then ended – assessing the appropriateness of the duration of the going concern
Consolidated statement of comprehensive income for the year assessment period to 30 June 2022 and considering the existence
then ended of any significant events or conditions beyond this period based on
our procedures on the Group’s long-range plan and from knowledge
Consolidated statement of changes in equity for the year then ended
arising from other areas of the audit;
Consolidated statement of cash flows for the year then ended – verifying inputs against board-approved forecasts and debt facility
Related notes 1 to 32 to the financial statements, including a summary terms and reconciled the opening liquidity position to the prior year
of significant accounting policies end and half year interim going concern assessments;
– reviewing borrowing facilities to confirm both their availability to the
Company Group and the forecast debt repayments through the going concern
Company statement of financial position as at 31 March 2021 assessment period and to validate that there is a financial covenant
solely in relation to a single loan arrangement;
Company statement of changes in equity for the year then ended – evaluating management’s historical forecasting accuracy and the
Related notes 1 to 11 to the financial statements including a summary consistency of the going concern assessment with information
of significant accounting policies obtained from other areas of the audit, such as our audit procedures
on the long range plans which underpin management’s goodwill
The financial reporting framework that has been applied in the impairment assessments;
preparation of the Group financial statements is applicable law, – testing the assessment, including forecast liquidity under base and
International Accounting Standards in conformity with the requirements downside scenarios, for clerical accuracy;
of the UK Companies Act 2006 and International Financial Reporting – assessing whether assumptions made were reasonable and in
Standards adopted pursuant to Regulation (EC) No. 1606/2002 as it the case of downside scenarios, appropriately severe, in light of
applies in the European Union. The financial reporting framework that the Group’s relevant principal risks and uncertainties and our own
has been applied in the preparation of the Company financial statements independent assessment of those risks;
is applicable law and United Kingdom Accounting Standards, including – evaluated the amount and timing of identified mitigating actions
FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally available to respond to a severe downside scenario, and whether
Accepted Accounting Practice). those actions are feasible and within the Group’s control;
– considering the appropriateness of management’s ‘reverse stress test’
downside scenario, to understand how severe conditions would have
to be to breach liquidity and whether the reduction in EBITDA required
has no more than a remote possibility of occurring;
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– performing independent sensitivity analysis on management’s An overview of the scope of the Company
assumptions including applying incremental adverse cashflow and Group audits
sensitivities. These sensitivities included the impact of certain severe
Tailoring the scope
but plausible scenarios, evaluated as part of management’s work
Our assessment of audit risk, our evaluation of materiality and our
on the Group’s long term viability, materialising within the going
allocation of performance materiality determine our audit scope for
concern assessment; and
each company within the Group. Taken together, this enables us to
– assessing the appropriateness of the going concern disclosure form an opinion on the consolidated financial statements. We take into
on page 109. account size, risk profile, the organisation of the Group and effectiveness
Our key observations of group-wide controls, changes in the business environment and other
– The directors’ assessment forecasts that the Group will maintain factors such as recent internal audit results when assessing the level of
sufficient liquidity throughout the going concern assessment period in work to be performed at each component.
both the base case and plausible downside scenarios. This included the In assessing the risk of material misstatement to the Consolidated financial
scenario of non-refinancing of debt maturities in the assessment period statements, and to ensure we had adequate quantitative coverage of
and also the availability of the Group’s €7.4 billion revolving credit significant accounts in the Consolidated financial statements, of the
facilities, undrawn as at 31 March 2021. 364 reporting components of the Group, we identified 21 components
– The controllable mitigating actions available to management to covering entities within Germany, South Africa, Italy, United Kingdom,
increase liquidity over the going concern assessment period were Spain, Turkey, Greece, Romania, Egypt, Luxembourg and corporate
not modelled by management, nor the audit team, due to the level entities which represent the principal business units within the Group.
of headroom in both management’s plausible downside scenario
and the audit team’s additional downside sensitivities.  Full scope components – Of the 21 components selected, we
performed an audit of the complete financial information of 9
Based on the work we have performed, we have not identified components (“full scope components”) which were selected based
any material uncertainties relating to events or conditions that, on their size or risk characteristics.
individually or collectively, may cast significant doubt on the Group
and the Company’s ability to continue as going concerns for a period Specified procedures components – For the remaining 12 components
of at least twelve months from when the financial statements are (“specified procedures components”), we performed audit procedures
authorised for issue to 30 June 2022. on specific accounts within those components that we considered had
the potential for the greatest impact on the significant accounts in the
In relation to the Group and Company’s reporting on how they have Group financial statements, either because of the size of these accounts
applied the UK Corporate Governance Code, we have nothing material or their risk profile, in order to ensure that, at the overall Group level,
to add or draw attention to in relation to the directors’ statement in the we reduced and appropriately covered the residual risk of error.
Annual Report about whether the directors considered it appropriate to Depending on the component or type of procedures, these procedures
adopt the going concern basis of accounting. were undertaken by the Primary audit team or separate component
Our responsibilities and the responsibilities of the directors with respect audit team.
to going concern are described in the relevant sections of this report. The remaining 355 components where we did not perform full audit
However, because not all future events or conditions can be predicted, procedures together represent 24% of the Group’s Adjusted EBITDA,
this statement is not a guarantee as to the Group and Company’s ability none are individually greater than 5% of the Group’s Adjusted EBITDA.
to continue as a going concern.
For the remaining components, we performed other procedures,
Overview of our audit approach including analytical review at both the Group and individual component
Audit scope – We performed an audit of the complete levels, inquiry of management, testing entity level controls, testing
financial information of 9 components, group wide controls and testing of journals across the Group
specified audit procedures on specific to respond to potential risks of material misstatement to the
balances for a further 12 components Consolidated Financial Statements.
and other procedures on the remaining
343 components.
– The components where we performed
full audit procedures accounted for 76% of
Adjusted EBITDA and where we performed
full and specified audit procedures accounted
for 79% of Revenue.
Key audit matters – Revenue recognition
– Carrying value of cash generating units,
including goodwill
– Recognition and recoverability of deferred
tax assets on tax losses – Luxembourg
Materiality – Overall Group materiality of €280m
(FY20: €282m) has been calculated based
on Adjusted EBITDA calculations as defined
in the ‘Our application of materiality’ section
of this report. This materiality represents
2% of the Group’s Adjusted EBITDA as
reported in Note 2 in the Consolidated
financial statements.
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Independent auditor’s report to the members of Vodafone Group plc (continued)

The table below illustrates the coverage obtained from the work performed by our audit teams.
2021 2020
% of Group % of Group
Adjusted % of Adjusted % of
Reporting components Number EBITDA* Group Revenue Note Number EBITDA* Group Revenue
Full scope 9 76% 71% 1, 2, 4 10 80% 76%
Specified procedures 12 0% 8% 2, 3,4 9 0% 5%
Full and specified procedures coverage 21 76% 79% 19 80% 81%
Remaining components 343 24% 21% 5,6,7 243 20% 19%
Total reporting components 364 100% 100% 262 100% 100%
Notes
1. 2 of the 9 full scope components relate to the Company and another corporate entity whose activities include consolidation adjustments which are audited by the Primary audit team. Procedures on
3 of the other full scope locations are undertaken by component audit teams based in Germany and the remaining 4 full scope components are Italy, South Africa, Spain, and the UK.
2. The Group audit risks in relation to revenue recognition were subject to audit procedures at each of the full and specified procedures scope locations with significant revenue streams (being 7 full scope
components and 3 specific scope components).
3. For the Turkey, Greece and Romania components, specified procedures were defined by the Group team in respect of Revenue, Cost of sales, Intangible assets, Property, Plant and Equipment,
Trade receivables, Trade and other payables and Cash. For the Egypt component specified procedures were performed in respect of certain Intangible Assets and Cash. Specified procedures were
also performed over Right of use assets and Lease liabilities within 2 components established in the year as part of the formation of Vantage Towers. The Primary Audit team also performed specified
procedures over a further 6 Finance and corporate entities across a range of significant accounts. The audit procedures did not include testing of all significant accounts of the components but will have
contributed to the coverage of significant accounts selected for testing by the Primary audit team, including those within Group Adjusted EBITDA.
4. The Group audit risks in relation to Carrying value of cash generating units, including goodwill and Recognition and recoverability of deferred tax assets on tax losses – Luxembourg were subject to audit
procedures by the Primary audit team on the entire balance, with support from component audit teams on certain procedures.
5. The contribution of specified procedures components to Group Adjusted EBITDA is included within ‘remaining components’ as audit procedures were performed on certain, but not all, significant
accounts of the specified procedures component contributing to Group Adjusted EBITDA.
6. Included within the 364 reporting components are the Group’s joint venture investments in Vodafone Ziggo and INWIT, and Safaricom, an associate, which were subject to review procedures.
7. Changes in the number of “remaining components” compared to prior year reflect increases in the number of entities within the Group’s consolidation system.
* Adjusted EBITDA as defined in ‘Our application of materiality’ section of this report.

Changes from the prior year Involvement with component audit teams
The approach to audit scoping is similar to the prior year audit with In establishing our overall approach to the Group audit, we determined
the rotation of a number of markets designated specified procedures the type of work that needed to be undertaken at each of the components
scope for selected significant accounts to extend the Group audit by us, as the Primary audit engagement team, or by component auditors
procedures beyond the Group’s main markets and to introduce a level from other EY global network firms operating under our instruction. Of
of unpredictability through rotational testing. This approach resulted in: the 9 full scope components, audit procedures were performed on 2
of these directly by the Primary audit team, with the remaining 7 being
– a specified procedure scope being assigned to components in
performed by component audit teams. For 6 specified procedures scope
Romania, Greece and Egypt which were not subject to direct audit
components work was performed directly by the Primary audit team
procedures in the prior year;
with the remaining 6 being performed by component audit teams. Where
– Turkey being reassessed as specified procedures in the current year the work was performed by component audit teams we determined the
(FY20: full scope); and appropriate level of involvement to enable us to determine that sufficient
– following the carve out of tower assets into Vantage Towers Group audit evidence had been obtained as a basis for our opinion on the Group
during the year we designated 2 components, Vantage Towers financial statements as a whole.
Germany and Vantage Towers Spain, as specified procedures scope
in respect of the Right of Use Asset and Lease Liability balances. Vodafone has centralised processes and controls over certain areas
within its Vodafone Intelligent Solutions (“VOIS”) finance shared service
Impact of the COVID-19 pandemic – audit logistics centre locations. The Primary audit team provide direct oversight, review,
– Consistent with the prior year-end audit, the performance of the and coordination of the EY audit teams at VOIS locations whose work
entire FY21 audit remotely at both component and Group locations includes centralised testing for certain controls and accounts, including
was supported through remote user access to the Group’s financial specified procedures on revenue, leases, cash and centralised purchase
systems and the use of EY software collaboration platforms for the to pay processes.
secure and timely delivery of requested audit evidence.
– We were alert to instances requiring physical verification of Impact of the COVID-19 pandemic – direction, supervision and review
original documents and we used secure encrypted data exchanges. of component audit teams
In instances when physical access to site was restricted due to Due to the ongoing travel restrictions imposed by the COVID-19
social distancing measures, we conducted inventory counts pandemic, no physical site visits were possible throughout the FY21
remotely using mobile video technology. There was no significant audit We replaced the planned site visits with alternative procedures,
impact in the execution of our controls testing from the remote including video conference call meetings and virtual reviews of our
working environment. local audit teams’ working papers. The Senior Statutory Auditor, and other
members of the Primary Team, completed their reviews remotely for the
– We engaged with Vodafone throughout the audit, using video calls and
component audit teams in Germany, Italy, Spain, South Africa, UK, Turkey,
share-screen functionality. Key meetings, such as closing meetings and
Greece, Romania, Egypt, Hungary and India.
Audit and Risk Committees, were performed via video conference calls.
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We used our global audit software, screen sharing or the provision of

copies of work papers direct to the Primary audit team, to enable the
Senior Statutory Auditor, and other members of the Primary audit team,
to complete reviews of key component audit team working papers,
particularly focussing on the Group’s risk areas. We conducted meetings
using video conferencing to discuss the audit approach and execution
with the component audit teams and to discuss audit issues arising from
their work. The Senior Statutory Auditor, or other members of the Primary
audit team, attended key meetings with local management via video
conference, to discuss the component’s business performance and
matters relating to the local finance organisation including the internal
financial control environment.
The Primary audit team interacted regularly with the local EY component
audit teams during each stage of the audit and were responsible for the
scope and direction of the audit process. We maintained continuous and
open dialogue with the component audit teams in addition to holding
formal meetings to ensure that we were fully aware of their progress
and the results of their procedures. Close meetings for full and specified
procedures components were held via tele and video conference in
April 2021 and were attended by the Senior Statutory Auditor and other
members of the Primary audit team. These activities, together with the
additional procedures performed at Group level, gave us appropriate
evidence for our opinion on the Group financial statements.
Based upon the above approach we are satisfied that we have been
able to perform sufficient and appropriate oversight of our component
audit teams.

Key audit matters

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the financial statements of the
current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These
matters included those which had the greatest effect on: the overall
audit strategy, the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed
in the context of our audit of the financial statements as a whole, and
in our opinion thereon, and we do not provide a separate opinion on
these matters.
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Independent auditor’s report to the members of Vodafone Group plc (continued)

Risk
Revenue recognition
As more fully described in Note 2, Note 14 and Note 15 to the consolidated In addition, determining the stand-alone selling price and therefore
financial statements, the Group reported revenue of €43,809 million (FY20: the allocation of revenue to the different performance obligations,
€44,974 million), contract assets of €3,566 million (FY20: €3,563 million) and which impacts timing of the related revenue recognition, is
contract liabilities of €2,490 million (FY20: €2,603 million) at as 31 March 2021. complex and judgmental, particularly on new product offerings
Management records revenue according to the principles of IFRS 15, Revenue and non-standard enterprise contracts.
from Contracts with Customers, including following the 5-step model therein.
We have also identified a risk of management override through
Under IFRS 15, management must determine if there are separate performance
inappropriate manual topside revenue journal entries, given
obligations for the services and goods it provides to customers and assign
revenue is a key performance indicator, both in external
values thereto, based on the selling prices of goods or services in separate
communication and for management incentives.
transactions under similar conditions to similar customers (the “stand-alone
selling price”).
Auditing the revenue recorded by the Group is complex due to the multiple
IT systems and tools utilised in the initiation, processing and recording of
transactions, which includes a high volume of individually low monetary
value transactions. Furthermore, judgement was required to determine
the audit approach to evaluate the relevant data that was captured and
aggregated, and to assess the sufficiency of the audit evidence obtained.
IT professionals were utilised in the design of the audit approach and testing
of IT systems and automated processes.
Our response to the risk
We performed full or specified audit procedures over this risk area in – We recalculated the revenue recognised to evaluate that
7 full scope and 3 specified procedure components with significant the processing of the revenue recognition engines was
revenue streams, which covered 79% of the Group’s revenue. materially correct.
Our audit procedures at full scope component locations included, – We corroborated the standalone selling price allocated
among others, obtaining an understanding of, evaluating the design and to individual elements of bundled contracts, including to
testing the operating effectiveness of controls over the Group’s revenue observable market pricing where available.
recognition process, which includes management’s review of contracts, – We used data analytic tools to identify revenue related manual
their identification of performance obligations, the estimation of the relative journals posted to the general ledger and traced these back
standalone selling price for each performance obligation, and the determination to source systems. This included analytical procedures to
of the timing of revenue recorded. We also evaluated the design and tested consider the completeness of journal postings. We obtained
the operating effectiveness of controls over the processing of relevant billing and evaluated underlying source documentation to test the
data, assisted by our IT professionals. For specified procedures components, completeness and accuracy of the postings, including those
we obtained an understanding of the design of controls over the revenue journals we considered unusual in nature.
recognition process and at certain locations tested operating effectiveness. In respect of the IT systems migrations which support the revenue
Where there had been migrations of IT systems which support the revenue recognition process, we:
recognition process during the year, we tested controls over access and
change management for the new IT systems. – obtained an understanding of the IFRS 15 transformation
process in the new IT systems related to the revenue
We evaluated management’s accounting policies and the methodology used accounting process flow;
by management to determine the standalone selling price, where relevant to – reviewed process documentation under the new IT system and
the requirements of IFRS 15. for a sample of transactions confirmed that the transaction flow
For significant revenue streams, our audit procedures included the following, was consistent with that included in process documentation;
on a sample basis: – considered the impact of changes on the IT general control
environment and performed testing as required; and
– We obtained a list of new propositions/tariff plans introduced during
the period and tested the completeness of the listing. We evaluated – tested the reconciliation of opening balance between
management’s assessment of the accounting treatment for new the legacy IT system and the new IT system to assess
propositions/tariff plans for compliance with IFRS 15. completeness and accuracy of the data migration.
– For each significant revenue stream system, we obtained the billing data We also assessed the adequacy of the Group’s disclosures in
to general ledger reconciliation which included the relevant adjustments to respect to the accounting policies on revenue recognition.
deferred and accrued revenue balances. We reperformed these end-to-end
reconciliations, including validating the accuracy of the data inputs to
underlying source documentation including contractual agreements
where applicable. In addition, we tested the mathematical accuracy and
completeness of the reconciliations and any material reconciling items
including significant revenue postings outside of the billing systems.
Key observations communicated to the Audit and Risk Committee
Based on the procedures performed, including those in respect of manual adjustments to revenue, we did not identify any evidence of material
misstatement in the revenue recognised in the year nor in amounts capitalised or deferred at 31 March 2021.
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Risk
Carrying value of cash generating units, including goodwill
As more fully described in Note 4 to the consolidated financial statements, Auditing the Group’s annual impairment test was complex,
in accordance with IAS 36 Impairment of Assets, the Group calculates the given the significant judgment related to assumptions described
value in use (‘VIU’) for cash generating units (‘CGU’) to determine whether above and data used in the VIU models and the sensitivity of
an adjustment to the carrying value of the CGU, and therefore, goodwill, the VIU models to fluctuations in assumptions. We focussed
is required. As of 31 March 2021, the Group has recorded €31,731 million our procedures on those CGUs with the most significant
of goodwill, primarily in respect of Germany and Italy. goodwill balances, history of recent impairments or other
factors which resulted in low headroom.
The Group’s assessment of the VIU of its CGUs involves estimation about
the future performance of the local market businesses. In particular, the In the current year, determining the quantum of existing
determination of the VIUs was sensitive to the significant assumptions goodwill to be allocated to the newly created Vantage Towers
of projected adjusted EBITDA growth, long-term growth rates, and CGUs in certain markets involved complex judgements and
discount rates. estimation techniques.
Our response to the risk
The recoverability of the Group’s goodwill balances was subject to full scope For the annual impairment assessment as at 31 March 2021,
audit procedures performed by the Primary audit team with support from we also tested the methodology applied in the VIU models,
relevant component audit teams on certain procedures. as compared to the requirements of IAS 36, including the
mathematical accuracy of management’s model. We performed
We obtained an understanding, evaluated the design and tested the
audit procedures to test and assess the significant assumptions
operating effectiveness of controls over the Group’s goodwill impairment
used in the VIU models, including:
review process. This included testing management’s controls over the
significant assumptions, including projected adjusted EBITDA growth, – evaluating projected adjusted EBITDA growth, for example
long-term growth rates, and discount rates and, in the current year, controls by comparing underlying assumptions to external data such
over the allocation of goodwill to the newly created Vantage Tower CGUs. as economic and industry forecasts for the relevant markets
and for consistency with findings from other areas of our audit;
To test the determination of the VIU of the Group’s goodwill, we performed
audit procedures that included, among others, evaluating the CGUs identified – comparing long-term growth rates and discount rates to EY
and testing the allocation of assets and liabilities to the carrying value of each independently determined acceptable ranges;
CGU. For the newly created Vantage Towers CGUs we: – performing sensitivity analyses on certain assumptions in
the model to evaluate the parameters that, should they arise,
– evaluated the judgement applied in determining the quantum of existing would cause an impairment of the CGU or indicated additional
goodwill in certain markets that should be subject to the allocation process disclosures were appropriate; and
based on our assessment of the sources of the goodwill balances and their – for management’s assessment of implied recoverable value,
relevance to the tower assets; and we compared CGU EBITDA multiples to market listed peers.
– with the support of EY Valuation specialists, we tested the methodology
and inputs utilised to perform the allocation exercise on a relative basis for For each CGU, we compared the cash flow projections used in the
consistency with the requirements of IAS 36, Impairment of Assets. VIU models to the information approved by the Group’s Board of
Directors and evaluated the historical accuracy of management’s
business plans, which underpin the VIU models.
We involved a valuation specialist in our team to assist us with
certain of these audit activities.
We also assessed the adequacy of the related disclosures provided
in Note 4 of the consolidated financial statements, in particular the
sensitivity disclosures in relation to reasonably possible changes in
assumptions that could result in impairment.
Key observations communicated to the Audit and Risk Committee
The judgements and methodology applied in allocating goodwill to the newly created Vantage Towers CGUs are reasonable. Furthermore, we agree
with management’s conclusion that the carrying value of the Group’s CGUs are supportable as at 31 March 2021 and that no impairment charge is
required to be recognised in the year.
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Independent auditor’s report to the members of Vodafone Group plc (continued)

Risk
Recognition and recoverability of deferred tax assets on tax losses – Luxembourg
As more fully described in Note 6 to the consolidated financial statements, Furthermore, Luxembourg owns direct and indirect interests in
the Group recognises deferred tax assets in accordance with IAS 12 Income the Group’s operating activities. The value of these investments is
Taxes based on their estimated recoverability and whether management primarily based on the Group’s value in use calculations. Changes
judge that it is probable that there will be sufficient and suitable taxable profits in the value for the purposes of local Luxembourg statutory
in the relevant legal entity or tax group against which to utilise the assets in financial statements can result in impairment movements which
the future. are taxable / tax deductible under local law. In the current year
there has been a reversal of historical impairment, which has
A deferred tax asset in Luxembourg of €17,394 million (FY20: €20,544 million)
resulted in the utilisation of brought forward tax losses, thereby
has been recognised in respect of losses, as management concluded it is
reducing the carrying value of the deferred tax asset recognised.
probable that the Luxembourg entities will continue to generate taxable
profits in the future against which they can utilise these assets. Management Auditing the Group’s recognition and recoverability of deferred
estimates that the losses will be utilised over a period of between 59-62 years. tax assets in Luxembourg is significant to the audit because it
involves material amounts, and the judgements and estimates
The Luxembourg companies’ income is derived from the Group’s internal
in relation to future taxable profits and the period of time over
financing and procurement and roaming activities. The forecast future
which it is expected to utilise these assets results in increased
finance income can vary based on forecast interest rates and intercompany
estimation uncertainty.
debt levels which in turn impacts the timeframe over which the deferred tax
asset is forecast to be recovered.
Our response to the risk
Audit procedures on the recognition and recoverability of deferred tax assets – corroborating the reasonableness of the forecast procurement
on tax losses in Luxembourg were performed by the Primary audit team and and roaming taxable profits with reference to historical actual
its tax professionals with support from Luxembourg tax and transfer pricing profits and with knowledge arising from other areas of our audit;
specialists on certain procedures. – evaluating the forecast finance income by comparing future
We obtained an understanding, evaluated the design and tested the interest rates utilised in the forecasts to relevant external
operating effectiveness of management’s controls around the recognition benchmarks and the assumed reductions in intergroup debt
of deferred tax assets in Luxembourg, including the calculation of the gross for consistency with our understanding of relevant guidance in
amount of deferred tax assets recorded, the preparation of the prospective respect of transfer pricing of financial transactions;
financial information used to determine the Group’s future taxable income, – assessing whether contrary evidence exists that is not consistent
the future reversal of any existing taxable temporary differences, and with either management’s stated intention that the financing
management’s identification and use of available commercial strategies. structures will remain in place or that it is probable that future
taxable profits will exist; and
To test the realisability of the deferred tax assets in Luxembourg, with the – reviewing the adequacy of the disclosures in respect of the
support of tax specialists, our audit procedures included, among others; recognition of the deferred tax asset which explain the evidence
– validating the existence of available losses including the impact of current supporting the recognition, judgements in respect of the
year taxable profits resulting from operating and finance income and the utilisation profile including longer term uncertainties and the
reversal of previously recognised impairments within the local statutory key drivers of changes in the carrying value of the asset and the
financial statements; utilisation period.
– evaluating management’s position on the recoverability of the losses We also considered the adequacy of the Group’s disclosures in
with respect to local tax law and tax planning strategies adopted; Note 6 of the Consolidated financial statements as to the basis for
– re-performing the calculation of the reversal of previous impairments by recognition of the asset and the forecast utilisation period.
agreeing the value in use calculations to our goodwill impairment audit
work and confirming the Luxembourg ownership structure. This included
agreeing that changes to the ownership structure during the year
as a result of Vantage Towers had been appropriately reflected in
the calculation;
Key observations communicated to the Audit and Risk Committee
We agree with the recognition of the deferred tax assets, and consequently the long recoverability period, on the basis of forecast profits which are
considered probable given management’s intention to retain current activities in Luxembourg over the long term and the track record of historical
profitability in these operations.
We consider that the enhanced disclosures included within Note 6:
– provide greater clarity as to the impact of impairment losses and reversal on both the deferred tax asset balance and utilisation timeframe; and
– acknowledges both the judgement made in respect of the timing and profile of the utilisation of the losses in the short to medium term and the
longer term uncertainties in relation to the carrying value of the related deferred tax asset.
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In the prior year, our auditor’s report included the following key audit
Starting basis Adjusted EBITDA of €14,386 million*
matters, which have not been included as key audit matters for the
current year audit:
– Assessment of contingent liabilities – The developments in the Adjustments Add back adjustments
current fiscal year in respect of (i) Indian withholding taxes on the
acquisition of Hutchison Essar Limited; and (ii) the Group’s exposure – Group restructuring costs
under a contingent liability mechanism agreed on the formation of (€356 million)
Vodafone Idea Limited (‘VIL’) and the knowledge gained as part of our
first year audit in FY20 meant that the effect of these matters on the
overall audit strategy, the allocation of resources in the audit and the Materiality Adjusted EBITDA for materiality basis:
direction of the wider engagement team was reduced relative to the €14,030 million
prior year and accordingly, the assessment of contingent liabilities
Materiality of €280 million
is not considered a key audit matter for the current year audit.
(2% of materiality basis)
– Valuation of identifiable assets for the acquisition of European Liberty
Global assets – this key audit matter related to the purchase price * See Note 2 to the Consolidated financial statements and definition of this Alternative
allocation exercise for this acquisition which was concluded upon Performance Measure at page 218.
during the prior year audit.
We determined materiality for the Company to be €445 million (2020:
Our application of materiality €471 million), which is 1% (2020: 1%) of the Company’s equity. However,
We apply the concept of materiality in planning and performing the audit, since the Company was a full scope component, for accounts that were
in evaluating the effect of identified misstatements on the audit and in relevant for the Group financial statements, a performance materiality
forming our audit opinion. of €39 million was applied.

Materiality During the course of our audit, we reassessed initial materiality with
The magnitude of an omission or misstatement that, individually or in the only change in the final materiality from our original assessment
the aggregate, could reasonably be expected to influence the economic at planning, being to reflect the actual reported performance during
decisions of the users of the financial statements. Materiality provides a the year.
basis for determining the nature and extent of our audit procedures.
We determined materiality for the Group to be €280 million (2020:
€282 million), which is 2% (2020: 2%) of Adjusted EBITDA modified to
include the impact of certain restructuring costs and certain elements
of ‘Other income and expenses’ which we have assessed as recurring
in nature. We believe that Adjusted EBITDA provides us with the most
relevant performance measure on which to determine materiality,
given the prominence of this metric throughout the Annual Report and
Consolidated financial statements, investor presentations, profit metrics
focussed on by analysts and its alignment to the management
remuneration metric of adjusted EBIT.
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Independent auditor’s report to the members of Vodafone Group plc (continued)

Performance materiality In connection with our audit of the financial statements, our responsibility
The application of materiality at the individual account or balance is to read the other information and, in doing so, consider whether the
level. It is set at an amount to reduce to an appropriately low level other information is materially inconsistent with the financial statements
the probability that the aggregate of uncorrected and undetected or our knowledge obtained in the course of the audit or otherwise
misstatements exceeds materiality. appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required
On the basis of our risk assessments, together with our assessment of the to determine whether there is a material misstatement in the financial
Group’s overall control environment, our judgement was that performance statements themselves. If, based on the work we have performed, we
materiality was 50% (2020: 50%) of our planning materiality, calculated conclude that there is a material misstatement of the other information,
as €140m (2020: €141m). This was based upon a combination of risk we are required to report that fact.
factors including:
We have nothing to report in this regard.
– the level of corporate activity in the period, and specifically the carve
out of the Group’s towers infrastructure from the operating companies Opinions on other matters prescribed by the
in certain local markets and the formation and IPO of the Vantage Companies Act 2006
Towers Group;
In our opinion, the part of the directors’ remuneration report to be audited
– the audit findings from the prior year audit; and
has been properly prepared in accordance with the Companies Act 2006.
– the ongoing uncertainty in relation to the macro economic
environment across the Group’s markets, in light of the ongoing In our opinion, based on the work undertaken in the course of the audit:
COVID-19 pandemic. – the information given in the strategic report and the directors’ report
Audit work at component locations for the purpose of obtaining audit for the financial year for which the financial statements are prepared
coverage over significant financial statement accounts is undertaken is consistent with the financial statements; and
based on a percentage of total performance materiality. The performance – the strategic report and the directors’ report have been prepared in
materiality set for each component is based on the relative scale and risk accordance with applicable legal requirements.
of the component to the Group as a whole and our assessment of the
risk of misstatement at that component. In the current year, the range Matters on which we are required to report
of performance materiality allocated to components was €28m to by exception
€140m (2020: €15m to €138m).
In the light of the knowledge and understanding of the Group and the
Reporting threshold Company and its environment obtained in the course of the audit, we
An amount below which identified misstatements are considered as have not identified material misstatements in the strategic report or the
being clearly trivial. directors’ report.
We agreed with the Audit and Risk Committee that we would report to We have nothing to report in respect of the following matters in relation
them all uncorrected audit differences in excess of €14m (2020: €14m), to which the Companies Act 2006 requires us to report to you if, in
which is set at 5% of planning materiality, as well as differences below that our opinion:
threshold that, in our view, warranted reporting on qualitative grounds.
– adequate accounting records have not been kept by the Company, or
We evaluate any uncorrected misstatements against both the quantitative returns adequate for our audit have not been received from branches
measures of materiality discussed above and in light of other relevant not visited by us; or
qualitative considerations in forming our opinion. – the Company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the
Other information accounting records and returns; or
The other information comprises the information included in the Annual – certain disclosures of directors’ remuneration specified by law are not
Report set out on pages 1 to 109, other than the financial statements and made; or
our auditor’s report thereon. The directors are responsible for the other – we have not received all the information and explanations we require
information contained within the Annual Report. for our audit.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
119 Vodafone Group Plc
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Corporate Governance Statement Auditor’s responsibilities for the audit of the

The Listing Rules require us to review the directors’ statement in relation financial statements
to going concern, longer-term viability and that part of the Corporate Our objectives are to obtain reasonable assurance about whether the
Governance Statement relating to the Group and Company’s compliance financial statements as a whole are free from material misstatement,
with the provisions of the UK Corporate Governance Code specified for whether due to fraud or error, and to issue an auditor’s report
our review. that includes our opinion. Reasonable assurance is a high level of
Based on the work undertaken as part of our audit, we have concluded assurance, but is not a guarantee that an audit conducted in accordance
that each of the following elements of the Corporate Governance with ISAs (UK) will always detect a material misstatement when it exists.
Statement is materially consistent with the financial statements or Misstatements can arise from fraud or error and are considered material
our knowledge obtained during the audit: if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these
– Directors’ statement with regards to the appropriateness of adopting financial statements.
the going concern basis of accounting and any material uncertainties
identified set out on page 109; Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
– Directors’ explanation as to its assessment of the Company’s prospects,
Irregularities, including fraud, are instances of non-compliance with laws
the period this assessment covers and why the period is appropriate set
and regulations. We design procedures in line with our responsibilities,
out on page 61;
outlined above, to detect irregularities, including fraud. The risk of not
– Directors’ statement on fair, balanced and understandable set out on detecting a material misstatement due to fraud is higher than the risk
page 108; of not detecting one resulting from error, as fraud may involve deliberate
– Board’s confirmation that it has carried out a robust assessment of the concealment by, for example, forgery or intentional misrepresentations,
emerging and principal risks set out on page 105; or through collusion. The extent to which our procedures are capable of
– The section of the annual report that describes the review of detecting irregularities, including fraud is detailed below.
effectiveness of risk management and internal control systems set out
on pages 79-80; and However, the primary responsibility for the prevention and detection of
fraud rests with both those charged with governance of the Company
– The section describing the work of the Audit and Risk Committee set
and management.
out on pages 76-81.
– We obtained an understanding of the legal and regulatory frameworks
Responsibilities of directors that are applicable to the Group and determined that the most
As explained more fully in the directors’ responsibilities statement set significant are those that relate to the reporting framework (IFRS,
out on pages 108-109, the directors are responsible for the preparation FRS 101, the UK Companies Act 2006 and UK Corporate Governance
of the financial statements and for being satisfied that they give a true Code), the relevant tax compliance regulations in the jurisdictions in
and fair view, and for such internal control as the directors determine is which the Group operates and the EU General Data Protection
necessary to enable the preparation of financial statements that are free Regulation (GDPR).
from material misstatement, whether due to fraud or error. – We understood how the Group is complying with those frameworks
by making enquiries of management, internal audit, those responsible
In preparing the financial statements, the directors are responsible for legal and compliance procedures and the company secretary. We
for assessing the Group and Company’s ability to continue as a going corroborated our enquiries through our review of board minutes and
concern, disclosing, as applicable, matters related to going concern and papers provided to the Audit and Risk Committee, correspondence
using the going concern basis of accounting unless the directors either received from regulatory bodies and attendance at all meetings of the
intend to liquidate the Group or the Company or to cease operations, Audit and Risk Committee, as well as consideration of the results of our
or have no realistic alternative but to do so. audit procedures across the Group.
120 Vodafone Group Plc
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Independent auditor’s report to the members of Vodafone Group plc (continued)

– We assessed the susceptibility of the Group’s financial statements Other matters we are required to address
to material misstatement, including how fraud might occur by – Following the recommendation from the Audit and Risk Committee we
meeting with management from various parts of the business were appointed by the Company on 23 July 2019 to audit the financial
including management and finance teams of the local markets statements for the year ending 31 March 2020 and subsequent
designated as full and specified procedures scope locations, Head financial periods.
Office, the Audit and Risk Committee, the internal audit function, – The period of total uninterrupted engagement including previous
the Group legal function and individuals in the fraud and compliance renewals and reappointments is two years, covering the years ending
department to understand where it considered there was susceptibility 31 March 2020 to 31 March 2021.
to fraud; and assessing whistleblowing incidences for those with a – The non-audit services prohibited by the FRC’s Ethical Standard were
potential financial reporting impact. We also considered performance not provided to the Group or the Company and we remain independent
targets and their propensity to influence on efforts made by of the Group and the Company in conducting the audit.
management to manage earnings or influence the perceptions of – The audit opinion is consistent with the additional report to the
analysts. We considered the programmes and controls that the Group audit committee.
has established to address risks identified, or that otherwise prevent,
deter and detect fraud, and how senior management monitors those
programmes and controls.
Use of our report
– Based on our understanding, at a Group level our procedures involved: This report is made solely to the Company’s members, as a body, in
enquiries of Group management and those charged with governance, accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
legal counsel, the corporate security team, the fraud investigation team audit work has been undertaken so that we might state to the Company’s
and the whistleblowing and investigation team; journal entry testing, members those matters we are required to state to them in an auditor’s
with a focus on manual consolidation journals and journals indicating report and for no other purpose. To the fullest extent permitted by law,
large or unusual transactions, based on our understanding of the we do not accept or assume responsibility to anyone other than the
business; and challenging the assumptions and judgements made Company and the Company’s members as a body, for our audit work,
by management in respect of significant one-off transactions in the for this report, or for the opinions we have formed.
financial year and significant accounting estimates as referred to in
the key audit matters section above. At a component level, our full Alison Duncan (Senior statutory auditor)
and specified procedure scope component audit teams’ procedures for and on behalf of Ernst & Young LLP,
included enquiries of component management; journal entry testing; Statutory Auditor
and focused testing, including in respect of the key audit matter of London
revenue recognition. We also leveraged our data analytics capabilities 18 May 2021
in performing work on the purchase to pay process and property, plant
and equipment balances, to assist in identifying higher risk transactions
and balances, respectively, for testing.
– Where the risk was considered to be higher, including areas impacting
Group key performance indicators or management remuneration,
we performed audit procedures to address each identified fraud risk
or other risk of material misstatement. These procedures included
those on revenue recognition referred to in the key audit matter
section above and testing manual journals and were designed to
provide reasonable assurance that the financial statements were
free from fraud or error.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
121 Vodafone Group Plc
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Consolidated income statement

for the years ended 31 March
2021 2020 2019
Note €m €m €m
Revenue 2 43,809 44,974 43,666
Cost of sales (30,086) (30,682) (30,160)
Gross profit 13,723 14,292 13,506
Selling and distribution expenses (3,522) (3,814) (3,891)
Administrative expenses (5,350) (5,810) (5,410)
Net credit losses on financial assets 22 (664) (660) (575)
Share of results of equity accounted associates and joint ventures 12 342 (2,505) (908)
Impairment loss 4 – (1,685) (3,525)
Other income/(expense) 3 568 4,281 (148)
Operating profit/(loss) 3 5,097 4,099 (951)
Non-operating expense – (3) (7)
Investment income 5 330 248 433
Financing costs 5 (1,027) (3,549) (2,088)
Profit/(loss) before taxation 4,400 795 (2,613)
Income tax expense 6 (3,864) (1,250) (1,496)
Profit/(loss) for the financial year from continuing operations 536 (455) (4,109)
Loss for the financial year from discontinued operations 7 – – (3,535)
Profit/(loss) for the financial year 536 (455) (7,644)
Attributable to:
– Owners of the parent 112 (920) (8,020)
– Non-controlling interests 424 465 376
Profit/(loss) for the financial year 536 (455) (7,644)
Earnings/(loss) per share
From continuing operations:
– Basic 8 0.38c (3.13)c (16.25)c
– Diluted 8 0.38c (3.13)c (16.25)c
Total Group:
– Basic 8 0.38c (3.13)c (29.05)c
– Diluted 8 0.38c (3.13)c (29.05)c

Consolidated statement of comprehensive income

for the years ended 31 March
2021 2020 2019
Note €m €m €m
Profit/(loss) for the financial year: 536 (455) (7,644)
Other comprehensive income/(expense):
Items that may be reclassified to the income statement in subsequent years:
Foreign exchange translation differences, net of tax 133 (982) (533)
Foreign exchange translation differences transferred to the income statement (17) (36) 2,079
Other, net of tax1 (3,743) 3,066 243
Total items that may be reclassified to the income statement in subsequent
years (3,627) 2,048 1,789
Items that will not be reclassified to the income statement in subsequent years:
Net actuarial (losses)/gains on defined benefit pension schemes, net of tax 25 (555) 526 (33)
Total items that will not be reclassified to the income statement in
subsequent years (555) 526 (33)
Other comprehensive (expense)/income (4,182) 2,574 1,756
Total comprehensive (expense)/income for the financial year (3,646) 2,119 (5,888)
Attributable to:
– Owners of the parent (4,069) 1,696 (6,333)
– Non-controlling interests 423 423 445
(3,646) 2,119 (5,888)
Note:
1 Principally includes the impact of the Group’s cash flow hedges deferred to other comprehensive income during the year.

Further details on items in the Consolidated statement of comprehensive income can be found in the consolidated statement of changes in equity on
page 123.
122 Vodafone Group Plc
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Consolidated statement of financial position

at 31 March
31 March 2021 31 March 2020
Re-presented1
Note €m €m
Non-current assets
Goodwill 10 31,731 31,378
Other intangible assets 10 21,818 22,631
Property, plant and equipment 11 41,243 40,113
Investments in associates and joint ventures 12 4,670 5,831
Other investments 13 925 792
Deferred tax assets 6 21,569 23,606
Post employment benefits 25 60 590
Trade and other receivables 14 4,777 10,393
126,793 135,334
Current assets
Inventory 676 598
Taxation recoverable 434 278
Trade and other receivables 14 10,923 11,724
Other investments 13 9,159 7,089
Cash and cash equivalents 19 5,821 13,557
27,013 33,246
Assets held for sale 7 1,257 (412)
Total assets 155,063 168,168

Equity
Called up share capital 17 4,797 4,797
Additional paid-in capital 150,812 152,629
Treasury shares (6,172) (7,802)
Accumulated losses (121,587) (120,349)
Accumulated other comprehensive income 27,954 32,135
Total attributable to owners of the parent 55,804 61,410
Non-controlling interests 2,012 1,215
Total equity 57,816 62,625

Non-current liabilities
Borrowings 21 59,272 62,949
Deferred tax liabilities 6 2,095 2,103
Post employment benefits 25 513 438
Provisions 16 1,747 1,479
Trade and other payables 15 4,909 5,189
68,536 72,158
Current liabilities
Borrowings 21 8,488 11,976
Financial liabilities under put option arrangements 22 492 1,850
Taxation liabilities 769 787
Provisions 16 892 1,053
Trade and other payables 15 18,070 17,719
28,711 33,385
Total equity and liabilities 155,063 168,168
Note:
1 In the Annual Report for the year ended 31 March 2020, the Group’s 55% interest in Vodafone Egypt was presented within assets and liabilities held for sale following the announcement on 29 January 2020 that the Group had
signed a memorandum of understanding to sell its interest to Saudi Telecom. On 21 December 2020, the Group announced that its discussions with Saudi Telecom had ended and the memorandum of understanding had been
terminated. Consequently, the balances as at 31 March 2020 have been re-presented to reflect that Vodafone Egypt is no longer held for sale. There is no impact on Total assets and Total equity and liabilities, although certain
classifications have changed. This is explained in Note 7.

The consolidated financial statements on pages 121 to 208 were approved by the Board of Directors and authorised for issue on 18 May 2021
and were signed on its behalf by:

Nick Read Margherita Della Valle

Chief Executive Chief Financial Officer
123 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Consolidated statement of changes in equity

for the years ended 31 March
Additional Accumulated other comprehensive income Equity Non-
Share paid-in Treasury Accumulated Currency Pensions Revaluation attributable controlling Total
capital1 capital2 shares losses reserve3 reserve surplus4 Other5 to owners interests equity
€m €m €m €m €m €m €m €m €m €m €m
1 April 2018 4,796 150,197 (8,463) (104,462) 27,807 (1,172) 1,227 (30) 69,900 1,043 70,943
Issue or reissue of shares6 – (1,741) 1,834 (92) – – – – 1 – 1
Share-based payments – 199 – – – – – – 199 34 233
Issue of mandatory convertible
bonds7 – 3,848 – – – – – – 3,848 – 3,848
Transactions with non-
controlling interests ('NCI') in
subsidiaries – – – (129) – – – – (129) 307 178
Dividends – – – (4,022) – – – – (4,022) (602) (4,624)
Comprehensive
(expense)/income – – – (8,020) 1,477 (33) – 243 (6,333) 445 (5,888)
(Loss)/profit – – – (8,020) – – – – (8,020) 376 (7,644)
Other comprehensive income
('OCI') - before tax – – – – (594) (33) – 290 (337) 73 (264)
OCI - taxes – – – – (8) – – (47) (55) (4) (59)
Transfer to the income
statement – – – – 2,079 – – – 2,079 – 2,079
Purchase of treasury shares8 – – (1,246) – – – – – (1,246) – (1,246)
31 March 2019 as reported 4,796 152,503 (7,875) (116,725) 29,284 (1,205) 1,227 213 62,218 1,227 63,445
Adoption of IFRS 169 – – – (261) – – – – (261) 4 (257)
1 April 2019 brought forward 4,796 152,503 (7,875) (116,986) 29,284 (1,205) 1,227 213 61,957 1,231 63,188
Issue or reissue of shares 1 1 73 (68) – – – – 7 – 7
Share-based payments – 125 – – – – – – 125 11 136
Transactions with NCI in
subsidiaries – – – (58) – – – – (58) (102) (160)
Dividends – – – (2,317) – – – – (2,317) (348) (2,665)
Comprehensive
(expense)/income – – – (920) (976) 526 – 3,066 1,696 423 2,119
(Loss)/profit – – – (920) – – – – (920) 465 (455)
OCI - before tax – – – – (951) 640 – 3,771 3,460 (46) 3,414
OCI - taxes – – – – 19 (114) – (705) (800) (4) (804)
Transfer to the income
statement – – – – (44) – – – (44) 8 (36)
31 March 2020 4,797 152,629 (7,802) (120,349) 28,308 (679) 1,227 3,279 61,410 1,215 62,625
Issue or reissue of shares6 – (1,943) 2,033 (87) – – – – 3 – 3
Share-based payments – 126 – – – – – – 126 10 136
Transactions with NCI in
subsidiaries10 – – – 1,149 – – – – 1,149 748 1,897
Dividends – – – (2,412) – – – – (2,412) (384) (2,796)
Comprehensive
income/(expense) – – – 112 117 (555) – (3,743) (4,069) 423 (3,646)
Profit – – – 112 – – – – 112 424 536
OCI - before tax – – – – 124 (686) – (4,630) (5,192) – (5,192)
OCI - taxes – – – – 6 131 – 887 1,024 3 1,027
Transfer to the income
statement – – – – (13) – – – (13) (4) (17)
Purchase of treasury shares11 – – (403) – – – – – (403) – (403)
31 March 2021 4,797 150,812 (6,172) (121,587) 28,425 (1,234) 1,227 (464) 55,804 2,012 57,816
Notes:
1 See note 17 “Called up share capital”.
2 Includes share premium, capital reserve, capital redemption reserve, merger reserve and share-based payment reserve. The merger reserve was derived from acquisitions made prior to 31 March 2004 and
subsequently allocated to additional paid-in capital on adoption of IFRS.
3 The currency reserve is used to record cumulative translation differences on the assets and liabilities of foreign operations. The cumulative translation differences are recycled to the income statement on
disposal of the foreign operation.
4 The revaluation surplus derives from acquisitions of subsidiaries made before the Group’s adoption of IFRS 3 (Revised) on 1 April 2010 and comprises the amounts arising from recognising the Group’s pre-
existing equity interest in the acquired subsidiary at fair value.
5 Principally includes the impact of the Group’s cash flow hedges with €5,892 million net loss deferred to other comprehensive income during the year (2020: €4,113 million net gain; 2019: €1,555 million net gain)
and €1,226 million net loss (2020: €408 million net gain; 2019: €1,279 million net gain) recycled to the income statement. These hedges primarily relate to foreign exchange exposure on fixed borrowings, with
any foreign exchange on nominal balances directly impacting income statement in each period but interest cash flows unwinding to the income statement over the life of the hedges (up to 2059). See note 22
“Capital and financial risk management” for further details.
6 Movements include the re-issue of 799.1 million shares (€1,742 million) in February 2019 to satisfy the second tranche of the Mandatory Convertible Bond issued in February 2016 and the re-issue of 1,426.8
million shares (€1,944 million) in March 2021 to satisfy the first tranche of the Mandatory Convertible Bond issued in March 2019.
7 Includes the equity component of the subordinated mandatory convertible bonds which were compound instruments issued in the year ended 31 March 2019.
8 Represents the irrevocable and non-discretionary share buyback programme announced on 28 January 2019.
9 Impact on adoption of IFRS 16 on 1 April 2019.
10 Principally relates to the IPO of Vantage Towers AG, see note 27 for details.
11 Represents the irrevocable and non-discretionary share buyback programme announced on 19 March 2021.
124 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Consolidated statement of cash flows

for the years ended 31 March
2021 2020 2019
Note €m €m €m
Inflow from operating activities 18 17,215 17,379 12,980

Cash flows from investing activities

Purchase of interests in subsidiaries, net of cash acquired 27 (136) (10,295) (87)
Purchase of interests in associates and joint ventures 12 (13) (1,424) –
Purchase of intangible assets (3,227) (2,423) (3,098)
Purchase of property, plant and equipment (5,413) (5,182) (5,053)
Purchase of investments 13 (3,726) (1,832) (3,629)
Disposal of interests in subsidiaries, net of cash disposed 27 157 4,427 (412)
Disposal of interests in associates and joint ventures 420 – –
Disposal of property, plant and equipment and intangible assets 43 61 45
Disposal of investments 1,704 7,792 2,269
Dividends received from associates and joint ventures 628 417 498
Interest received 301 371 622
Cash flows from discontinued operations – – (372)
Outflow from investing activities (9,262) (8,088) (9,217)

Cash flows from financing activities

Proceeds from issue of long-term borrowings 4,359 9,933 14,681
Repayment of borrowings (12,237) (16,028) (6,180)
Net movement in short-term borrowings (2,791) 2,488 (497)
Net movement in derivatives 279 98 (44)
Interest paid1 (2,152) (2,284) (1,297)
Payments for settlement of written put options2 (1,482) – –
Purchase of treasury shares (62) (821) (475)
Issue of ordinary share capital and reissue of treasury shares 17 5 7 7
Issue of subordinated mandatory convertible bonds3 – – 3,848
Equity dividends paid 9 (2,427) (2,296) (4,064)
Dividends paid to non-controlling shareholders in subsidiaries (391) (348) (584)
Other transactions with non-controlling shareholders in subsidiaries 27 1,663 (160) (221)
Other movements with associates and joint ventures 40 59 42
Cash flows from discontinued operations – – (779)
(Outflow)/inflow from financing activities (15,196) (9,352) 4,437

Net cash (outflow)/inflow (7,243) (61) 8,200

Cash and cash equivalents at beginning of the financial year 19 13,288 13,605 5,394
Exchange (loss)/gain on cash and cash equivalents (255) (256) 11
Cash and cash equivalents at end of the financial year 19 5,790 13,288 13,605
Notes:
1 Amount for 2021 includes €9 million (2020: €273 million outflow; 2019: €131 million outflow) of cash inflow on derivative financial instruments for the share buyback related to maturing tranches
of mandatory convertible bonds.
2 Reflects the settlement of a tender offer made to other shareholders of Kabel Deutschland Holding AG.
3 See note 21 “Borrowings” for further details.
125 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes tothe
Notes to theconsolidated
consolidated financial
financial statements
statements
1. Basis of preparation
This section describes the critical accounting judgements and estimates that management has identified as
having a potentially material impact on the Group’s consolidated financial statements and sets out our
significant accounting policies that relate to the financial statements as a whole. Where an accounting
policy is generally applicable to a specific note to the financial statements, the policy is described within
that note. We have also detailed below the new accounting pronouncements that we will adopt in future
years and our current view of the impact they will have on our financial reporting.
The consolidated financial statements are prepared in accordance with International Accounting Standards in conformity with the requirements
of the UK companies Act 2006 (‘the Act’), International Financial Reporting Standards (“IFRS”) adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union and IFRS as issued by the International Accounting Standards Board (IASB). The consolidated
financial statements are prepared on a going concern basis (see page 109).
Vodafone Group Plc is incorporated and domiciled in England and Wales (registration number 1833679). The registered address of the
Company is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Group’s circumstances. These have been applied
consistently to all the years presented, unless otherwise stated. In determining and applying accounting policies, Directors and management
are required to make judgements and estimates in respect of items where the choice of specific policy, accounting judgement, estimate or
assumption to be followed could materially affect the Group’s reported financial position, results or cash flows and disclosure of contingent
assets or liabilities during the reporting period; it may later be determined that a different choice may have been more appropriate.
The Group’s critical accounting judgements and key sources of estimation uncertainty are detailed below. Actual outcomes 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; they are recognised in the period of the revision
and future periods if the revision affects both current and future periods.
Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact the amounts recognised in the
financial statements and the estimates that are considered to be “critical estimates” due to their potential to give rise to material adjustments in
the Group’s financial statements in the year to 31 March 2022. As at 31 March 2021, management has identified critical judgements in respect
of revenue recognition, lease accounting, valuing assets and liabilities acquired in business combinations, the accounting for tax disputes in
India, the classification of joint arrangements and whether to recognise provisions or to disclose contingent liabilities. In addition, management
has identified critical accounting estimates in relation to the recovery of deferred tax assets, post employment benefits and impairments;
estimates have also been identified that are not considered to be critical in respect of the allocation of revenue to goods and services, the useful
economic lives of finite lived intangibles and property, plant and equipment.
The majority of the Group’s provisions are either long-term in nature (such as asset retirement obligations) or relate to shorter-term liabilities
(such as those relating to restructuring and property) where there is not considered to be a significant risk of material adjustment in the next
financial year. Critical judgements exercised in respect of tax disputes in India, include the cases relating to our acquisition of Hutchison Essar
Limited (Vodafone India).
These critical accounting judgements, estimates and related disclosures have been discussed with the Group’s Audit and Risk Committee.
Critical accounting judgements and key sources of estimation uncertainty
Revenue recognition
Revenue recognition under IFRS 15 necessitates the collation and processing of very large amounts of data and the use of management
judgements and estimates to produce financial information. The most significant accounting judgements and source of estimation uncertainty
are disclosed below.
Gross versus net presentation
If the Group has control of goods or services when they are delivered to a customer, then the Group is the principal in the sale to the customer;
otherwise the Group is acting as an agent. Whether the Group is considered to be the principal or an agent in the transaction depends on
analysis by management of both the legal form and substance of the agreement between the Group and its business partners; such
judgements impact the amount of reported revenue and operating expenses (see note 2 “Revenue disaggregation and segmental analysis”) but
do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement to determine whether the Group is a principal or an agent
include, for example, those where the Group delivers third-party branded services (such as premium music or TV content) to customers.
126 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
1. Basis of preparation (continued)

Allocation of revenue to goods and services provided to customers

Revenue is recognised when goods and services are delivered to customers (see note 2 “Revenue disaggregation and segmental analysis”). Goods
and services may be delivered to a customer at different times under the same contract, hence it is necessary to allocate the amount payable by
the customer between goods and services on a ‘relative standalone selling price basis’; this requires the identification of performance obligations
(‘obligations’) and the determination of standalone selling prices for the identified obligations. The determination of obligations is, for the primary
goods and services sold by the Group, not considered to be a critical accounting judgement; the Group’s policy on identifying obligations is
disclosed in note 2 “Revenue disaggregation and segmental analysis”. The determination of standalone selling prices for identified obligations is
discussed below.
It is necessary to estimate the standalone price when the Group does not sell equivalent goods or services in similar circumstances on a standalone
basis. When estimating the standalone price the Group maximises the use of external inputs; methods for estimating standalone prices include
determining the standalone price of similar goods and services sold by the Group, observing the standalone prices for similar goods and services
when sold by third parties or using a cost-plus reasonable margin approach (which is sometimes the case for devices and other equipment). Where
it is not possible to reliably estimate standalone prices due to a lack of observable standalone sales or highly variable pricing, which is sometimes the
case for services, the standalone price of an obligation may be determined as the transaction price less the standalone prices of other obligations in
the contract. The standalone price determined for obligations materially impacts the allocation of revenue between obligations and impacts the
timing of revenue when obligations are provided to customers at different times – for example, the allocation of revenue between devices, which are
usually delivered up-front, and services which are typically delivered over the contract period. However, there is not considered to be a significant
risk of material adjustment to the carrying value of contract-related assets or liabilities in the 12 months after the balance sheet date if these
estimates were revised.
Lease accounting
Lease accounting under IFRS 16 is complex and necessitates the collation and processing of very large amounts of data and the increased use of
management judgements and estimates to produce financial information. The most significant accounting judgements are disclosed below.
Lease identification
Whether the arrangement is considered a lease or a service contract depends on the analysis by management of both the legal form and substance
of the arrangement between the Group and the counter-party to determine if control of an identified asset has been passed between the parties; if
not, the arrangement is a service arrangement. Control exists if the Group obtains substantially all of the economic benefit from the use of the asset,
and has the ability to direct its use, for a period of time. An identified asset exists where an agreement explicitly or implicitly identifies an asset or a
physically distinct portion of an asset which the lessor has no substantive right to substitute.
The scenarios requiring the greatest judgement include those where the arrangement is for the use of fibre or other fixed telecommunication lines.
Generally, where the Group has exclusive use of a physical line it is determined that the Group can also direct the use of the line and therefore leases
will be recognised. Where the Group provides access to fibre or other fixed telecommunication lines to another operator on a wholesale basis the
arrangement will generally be identified as a lease, whereas when the Group provides fixed line services to an end-user, generally control over such
lines is not passed to the end-user and a lease is not identified.
The impact of determining whether an agreement is a lease or a service depends on whether the Group is a potential lessee or lessor in the
arrangement and, where the Group is a lessor, whether the arrangement is classified as an operating or finance lease. The impacts for each scenario
are described below where the Group is potentially:
- A lessee. The judgement impacts the nature and timing of both costs and reported assets and liabilities. A lease results in an asset and a liability
being reported and depreciation and interest being recognised; the interest charge will decrease over the life of the lease. A service contract
results in operating expenses being recognised evenly over the life of the contract and no assets or liabilities being recorded (other than trade
payables, prepayments and accruals).
- An operating lessor. The judgement impacts the nature of income recognised. An operating lease results in lease income being recognised whilst
a service contract results in service revenue. Both are recognised evenly over the life of the contract.
- A finance lessor. The judgement impacts the nature and timing of both income and reported assets. A finance lease results in the lease income
being recognised at commencement of the lease and an asset (the net investment in the lease) being recorded.
Lease term
Where leases include additional optional periods after an initial lease term, significant judgement is required in determining whether these optional
periods should be included when determining the lease term. The impact of this judgement is significantly greater where the Group is a lessee. As a
lessee, optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension option or will not exercise a
termination option; this depends on an analysis by management of all relevant facts and circumstances including the leased asset’s nature and
purpose, the economic and practical potential for replacing the asset and any plans that the Group has in place for the future use of the asset. Where
a leased asset is highly customised (either when initially provided or as a result of leasehold improvements) or it is impractical or uneconomic to
replace then the Group is more likely to judge that lease extension options are reasonably certain to be exercised. The value of the right-of-use asset
and lease liability will be greater when extension options are included in the lease term. The normal approach adopted for lease term by asset class
is described below.
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The lease terms can vary significantly by type and use of asset and geography. In addition, the exact lease term is subject to the non-cancellable
period and rights and options in each contract. Generally, lease terms are judged to be the longer of the minimum lease term and:
- Between 5 and 10 years for land and buildings (excluding retail), with terms at the top end of this range if the lease relates to assets that are
considered to be difficult to exit sooner for economic, practical or reputational reasons;
- To the next contractual lease break date for retail premises (excluding breaks within the next 12 months);
- Where leases are used to provide internal connectivity the lease term for the connectivity is aligned to the lease term or useful economic life of
the assets connected;
- The customer service agreement length for leases of local loop connections or other assets required to provide fixed line services to individual
customers; and
- Where there are contractual agreements to provide services using leased assets, the lease term for these assets is generally set in accordance
with the above principles or for the lease term required to provide the services for the agreed service period, if longer.
In most instances the Group has options to renew or extend leases for additional periods after the end of the lease term which are assessed using
the criteria above.
Lease terms are reassessed if a significant event or change in circumstances occurs relating to the leased assets that is within the control of the
Group; such changes usually relate to commercial agreements entered into by the Group, or business decisions made by the Group. Where such
changes change the Group’s assessment of whether it is reasonably certain to exercise options to extend, or not terminate leases, then the lease
term is reassessed and the lease liability is remeasured, which in most cases will increase the lease liability.
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 involves estimation and judgement in respect of certain matters, being principally:
Recognition of deferred tax assets
Significant items on which the Group has exercised accounting estimation and judgement include the recognition of deferred tax assets in
respect of losses in Luxembourg, Germany and Spain as well as capital allowances in the United Kingdom. The recognition of deferred tax
assets, particularly in respect of tax losses, is based upon whether management judge that it is probable that there will be sufficient and suitable
taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. The Group assesses the availability of
future taxable profits using the same undiscounted five year forecasts for the Group’s operations as are used in the Group’s value in use
calculations (see note 4 “Impairment losses”).
Where tax losses are forecast to be recovered beyond the five year period, the availability of taxable profits is assessed using the cash flows and
long-term growth rates used for the value in use calculations.
The estimated cash flows inherent in these forecasts include the unsystematic risks of operating in the telecommunications business including
the potential impacts of changes in the market structure, trends in customer pricing, the costs associated with the acquisition and retention of
customers, future technological evolutions and potential regulatory changes, such as our ability to acquire and/or renew spectrum licences.
Changes in the estimates which underpin the Group’s forecasts could have an impact on the amount of future taxable profits and could have a
significant impact on the period over which the deferred tax asset would be recovered.
The Group only considers substantively enacted tax laws when assessing the amount and availability of tax losses to offset against the future
taxable profits. See note 6 “Taxation” to the consolidated financial statements.
Uncertain tax positions
The tax impact of a transaction or item can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process.
The Group uses in-house tax experts when assessing uncertain tax positions and seeks the advice of external professional advisors where
appropriate. The most significant judgement in this area relates to the Group’s tax disputes in India, including the cases relating to the Group’s
acquisition of Hutchison Essar Limited (Vodafone India) and the impact of the European Commission’s challenge to the UK’s Controlled Foreign
Company rules. Further details of the tax disputes in India are included in note 29 “Contingent liabilities and legal proceedings” and further
information on the European Commission’s challenge are include in note 6 “Taxation” to the consolidated financial statements.
Business combinations and goodwill
When the Group completes a business combination, the fair values of the identifiable assets and liabilities acquired, including intangible assets, are
recognised. The determination of the fair values of acquired assets and liabilities is based, to a considerable extent, on management’s judgement. If
the purchase consideration exceeds the fair value of the net assets acquired then the incremental amount paid is recognised as goodwill. If the
purchase price consideration is lower than the fair value of the assets acquired then the difference is recorded as a gain in the income statement.
Allocation of the purchase price between finite lived assets (discussed below) and indefinite lived assets such as goodwill affects the subsequent
results of the Group as finite lived intangible assets are amortised, whereas indefinite lived intangible assets, including goodwill, are not amortised.
See note 27 “Acquisitions and disposals” to the consolidated financial statements for further details.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
1. Basis of preparation (continued)

Joint arrangements
The Group participates in a number of joint arrangements where control of the arrangement is shared with one or more other parties. Judgement is
required to classify joint arrangements in a separate legal entity as either a joint operation or as a joint venture, which depends on management’s
assessment of the legal form and substance of the arrangement taking into account relevant facts and circumstances such as whether the owners
have rights to substantially all the economic outputs and, in substance, settle the liabilities of the entity.
The classification can have a material impact on the consolidated financial statements. The Group’s share of assets, liabilities, revenue, expenses and
cash flows of joint operations are included in the consolidated financial statements on a line-by-line basis, whereas the Group’s investment and
share of results of joint ventures are shown within single line items in the consolidated statement of financial position and consolidated income
statement respectively. See note 12 “Investments in associates and joint arrangements” to the consolidated financial statements.
Finite lived intangible assets
Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and the costs of purchasing and
developing computer software.
Where intangible assets are acquired through business combinations and no active market for the assets exists, the fair value of these assets is
determined by discounting estimated future net cash flows generated by the asset. Estimates relating to the future cash flows and discount rates
used may have a material effect on the reported amounts of finite lived intangible assets.
Estimation of useful life
The useful life over which intangible assets are amortised depends on management’s estimate of the period over which economic benefit will be
derived from the asset. Useful lives are periodically reviewed to ensure that they remain appropriate. Management’s estimates of useful life have a
material impact on the amount of amortisation recorded in the year, but there is not considered to be a significant risk of material adjustment to the
carrying values of intangible assets in the year to 31 March 2022 if these estimates were revised. The basis for determining the useful life for the
most significant categories of intangible assets are discussed below.
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.
Capitalised software
For computer software, the estimated useful life is based on management’s view, considering historical experience with similar products as well as
anticipation of future events which may impact their life such as changes in technology. The useful life will not exceed the duration of a licence.
Property, plant and equipment
Property, plant and equipment represents 26.6% of the Group’s total assets (2020: 23.7%, re-presented from 23.3% to reflect that Vodafone Egypt is
no longer held for sale, see note 7 “Discontinued operations and assets and liabilities held for sale”). Estimates and assumptions made may have a
material impact on their carrying value and related depreciation charge. See note 11 “Property, plant and equipment” to the consolidated financial
statements for further details.
Estimation of useful life
The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual value, which are reviewed annually.
Management’s estimates of useful life have a material impact on the amount of depreciation recorded in the year, but there is not considered to be
a significant risk of material adjustment to the carrying values of property, plant and equipment in the year to 31 March 2022 if these estimates were
revised.
Management determines the useful lives and residual values for assets when they are acquired, based on experience with similar assets and taking
into account other relevant factors such as any expected changes in technology.
Post employment benefits
Management uses estimates when determining the Group’s liabilities and expenses arising for defined benefit pension schemes. Management is
required to estimate the future rates of inflation, salary increases, discount rates and longevity of members, each of which may have a material
impact on the defined benefit obligations that are recorded. Further details, including a sensitivity analysis, are included in note 25
“Post employment benefits” to the consolidated financial statements.
Contingent liabilities
The Group exercises judgement to determine whether to recognise provisions and the exposures to contingent liabilities related to pending
litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent
liabilities (see note 29 “Contingent liabilities and legal proceedings” to the consolidated financial statements). Judgement is necessary to assess the
likelihood that a pending claim will succeed, or a liability will arise.
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Impairment reviews
IFRS requires management to perform impairment tests annually for indefinite lived assets, for finite lived assets and for equity accounted
investments, if events or changes in circumstances indicate that their carrying amounts may not be recoverable.
Impairment testing requires management to judge whether the carrying value of assets can be supported by the net present value of future
cash flows that they generate. Calculating the net present value of the future cash flows requires estimates to be made in respect of highly
uncertain matters including management’s expectations of:
− growth in adjusted EBITDA, calculated as adjusted operating profit before depreciation and amortisation;
− timing and amount of future capital expenditure, licence and spectrum payments;
− long-term growth rates; and
− appropriate discount rates to reflect the risks involved.
A lack of observable market data on fair values for equivalent assets means that the Group’s valuation approach for impairment testing focuses
primarily on value in use. For a number of reasons, transaction values agreed as part of any business acquisition or disposal may be higher than
the assessed value in use. Where the Group has interests in listed entities, market data, such as share price, is used to assess the fair value of
those interests.
Management prepares formal five year forecasts for the Group’s operations, which are used to estimate their value in use; a long-term growth
rate into perpetuity has been determined as the lower of:
− the nominal GDP growth rates for the country of operation; and
− the long-term compound annual growth rate in adjusted EBITDA in years six to ten, as estimated by management.
Management continues to review the impact of COVID-19 and the impairment review is based on expected cash flows that include
management’s best estimate of potential COVID-19 impacts.
Changing the assumptions selected by management, in particular the adjusted EBITDA and growth rate assumptions used in the cash flow
projections, could significantly affect the Group’s impairment evaluation and hence reported assets and profits or losses. Further details,
including a sensitivity analysis, are included in note 4 “Impairment losses” to the consolidated financial statements.
For operations that are classified as held for sale, management is required to determine whether the carrying value of the discontinued
operation can be supported by the fair value less costs to sell. Where not observable in a quoted market, management has determined fair
value less costs to sell by reference to the outcomes from the application of a number of potential valuation techniques, determined from
inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
Significant accounting policies applied in the current reporting period that relate to the financial
statements as a whole
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, subsidiaries controlled by the Company (see note
31 “Related undertakings” to the consolidated financial statements), joint operations that are subject to joint control and the results of joint
ventures and associates (see note 12 “Investments in associates and joint arrangements” to the consolidated financial statements).
Foreign currencies
The consolidated financial statements are presented in euro, which is also the Company’s functional currency. Each entity in the Group
determines its own functional currency and items included in the financial statements of each entity are measured using that functional
currency.
Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on
the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates
prevailing on the initial transaction dates. Non-monetary items 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 are analysed between translation differences and other
changes in the carrying amount of the security. Translation differences are recognised in the consolidated income statement and other
changes in carrying amount are recognised in the consolidated statement of comprehensive income.
Translation differences on non-monetary financial assets, such as investments in equity securities classified at fair value through other
comprehensive income, are reported as part of the fair value gain or loss and are included in the consolidated statement of comprehensive
income.
Share capital, share premium and other capital reserves are initially recorded at the functional currency rate prevailing at the date of the
transaction and are not retranslated.
For the purpose of presenting consolidated financial statements, the assets and liabilities of entities with a functional currency other than euro
are expressed in euro using exchange rates prevailing at the reporting period date.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
1. Basis of preparation (continued)

Income and expense items and cash flows are translated at the average exchange rates for each month and exchange differences arising are
recognised directly in other comprehensive income. On disposal of a foreign entity, the cumulative amount previously recognised in the
consolidated statement of comprehensive income relating to that particular foreign operation is recognised in profit or loss in the consolidated
income statement.
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.
The net foreign exchange loss recognised in the consolidated income statement for the year ended 31 March 2021 is €13 million (31 March
2020: €146 million loss; 2019: €2,277 million loss). The net gains and net losses are recorded within operating profit (2021: €1 million charge;
2020: €24 million credit; 2019: €1 million charge), non-operating expense (2021: €4 million credit; 2020: €37 million credit; 2019: €nil),
investment income (2021: €23 million charge 2020: €205 million charge; 2019: €190 million charge), income tax expense (2021: €7 million
credit; 2020: €2 million charge; 2019: €7 million charge) and loss for the financial year from discontinued operations (2021: €nil, 2020: €nil,
2019: €2,079 million charge). The foreign exchange gains and losses included within other income and expense and non-operating expense
arise on the disposal of subsidiaries, interests in joint ventures, associates and investments from the recycling of foreign exchange gains and
losses previously recognised in the consolidated statement of comprehensive income.
Current or non-current classification
Assets are classified as current in the consolidated statement of financial position where recovery is expected within 12 months of the reporting
date. All assets where recovery is expected more than 12 months from the reporting date and all deferred tax assets, goodwill and intangible
assets, property, plant and equipment and investments in associates and joint ventures are reported as non-current.
Liabilities are classified as current unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the
reporting date. For provisions, where the timing of settlement is uncertain, amounts are classified as non-current where settlement is expected
more than 12 months from the reporting date. In addition, deferred tax liabilities and post-employment benefits are reported as non-current.
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.
New accounting pronouncements adopted on 1 April 2020
The Group adopted the following new accounting policies on 1 April 2020 to comply with amendments to IFRS. The accounting
pronouncements, none of which had a material impact on the Group’s financial reporting on adoption, are:
− Amendments to IFRS 3 “Definition of a Business”;
− Amendments to IAS 1 and IAS 8 “Definition of Material”; and
− Amendments to IFRS 9, IAS 39 and IFRS 7 “Interest Rate Benchmark Reform”.
New accounting pronouncements to be adopted on or after 1 April 2021
The IASB has issued the following pronouncements for annual periods beginning on or after 1 January 2021.
− Amendments to IFRS 16 “Covid-19-Related Rent Concessions” and “Covid-19-Related Rent Concessions beyond 30 June 2021”;
− Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”; and
− Amendments to IFRS 9, IAS 39, IFRS 4, IFRS 7 and IFRS 16 “Interest Rate Benchmark Reform – Phase 2”.
These amendments have either been endorsed by the EU before 31 December 2020 or by the UK Endorsement Board thereafter. The Group’s
financial reporting will be presented in accordance with the above new standards from 1 April 2021. The changes are not expected to have a
material impact on the consolidated income statement, consolidated statement of financial position or consolidated cash flow statement.
New accounting pronouncements to be adopted on or after 1 April 2022
The following narrow-scope amendments have been issued by the IASB and are effective for annual periods beginning on or after 1 January
2022; they were not endorsed by the EU at 31 December 2020 and have not yet been endorsed by the UK Endorsement Board.
− Annual improvements to IFRS Standards 2018-2020;
− Amendments to IAS 16 “Property, Plant and Equipment: Proceeds before Intended Use”;
− Amendments to IAS 37 “Onerous Contracts - Cost of Fulfilling a Contract”; and
− Amendment to IFRS 3 “Reference to the Conceptual Framework”.
The following new standards have also been issued by the IASB and are effective for periods beginning on or after 1 January 2023; they were
not endorsed by the EU at 31 December 2020 and have not yet been endorsed by the UK Endorsement Board.
− IFRS 17 “Insurance Contracts” and Amendments to IFRS 17 “Insurance Contracts”;
− Amendments to IAS 1 “Classification of Liabilities as Current or Non-Current” (including deferral of its effective date);
− Amendments to IAS 1 “Disclosure of Accounting Policies” and Amendments to IAS 8 “Definition of Accounting Estimates”; and
− Amendment to IAS 12 “Deferred Tax related to Assets and Liabilities arising from a Single Transaction”.
The Group is assessing the impact of these new standards and the Group’s financial reporting and will be presented in accordance with these
standards from 1 April 2022 or 1 April 2023 as applicable.
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2. Revenue disaggregation and segmental analysis

The Group’s businesses are managed on a geographical basis. Selected financial data is presented on this
basis below.
Accounting policies
Revenue
When the Group enters into an agreement with a customer, goods and services deliverable under the contract are identified as separate
performance obligations (‘obligations’) to the extent that the customer can benefit from the goods or services on their own and that the
separate goods and services are considered distinct from other goods and services in the agreement. Where individual goods and services do
not meet the criteria to be identified as separate obligations they are aggregated with other goods and/or services in the agreement until a
separate obligation is identified. The obligations identified will depend on the nature of individual customer contracts, but might typically be
separately identified for mobile handsets, other equipment such as set-top boxes and routers provided to customers and services provided to
customers such as mobile and fixed line communication services. Where goods and services have a functional dependency (for example, a fixed
line router can only be used with the Group’s services) this does not, in isolation, prevent those goods or services from being assessed as
separate obligations. Activities relating to connecting customers to the Group’s network for the future provision of services are not considered
to meet the criteria to be recognised as performance obligations except to the extent that the control of related equipment passes to
customers.
The Group determines the transaction price to which it expects to be entitled in return for providing the promised obligations to the customer
based on the committed contractual amounts, net of sales taxes and discounts. Where indirect channel dealers, such as retailers, acquire
customer contracts on behalf of the Group and receive commission, any commissions that the dealer is compelled to use to fund discounts or
other incentives to the customer are treated as payments to the customer when determining the transaction price and consequently are not
included in contract acquisition costs.
The transaction price is allocated between the identified obligations according to the relative standalone selling prices of the obligations. The
standalone selling price of each obligation deliverable in the contract is determined according to the prices that the Group would achieve by
selling the same goods and/or services included in the obligation to a similar customer on a standalone basis; where standalone selling prices
are not directly observable, estimation techniques are used maximising the use of external inputs. See “Critical accounting judgements and key
sources of estimation uncertainty” in note 1 for details. Revenue is recognised when the respective obligations in the contract are delivered to
the customer and cash collection is considered probable. Revenue for the provision of services, such as mobile airtime and fixed line broadband,
is recognised when the Group provides the related service during the agreed service period.
Revenue for device sales to end customers is generally recognised when the device is delivered to the end customer. For device sales made to
intermediaries such as indirect channel dealers, revenue is recognised if control of the device has transferred to the intermediary and the
intermediary has no right to return the device to receive a refund; otherwise revenue recognition is deferred until sale of the device to an end
customer by the intermediary or the expiry of any right of return.
Where refunds are issued to customers they are deducted from revenue in the relevant service period.
When the Group has control of goods or services prior to delivery to a customer, then the Group is the principal in the sale to the customer. As a
principal, receipts from, and payments to, suppliers are reported on a gross basis in revenue and operating costs. If another party has control of
goods or services prior to transfer to a customer, then the Group is acting as an agent for the other party and revenue in respect of the relevant
obligations is recognised net of any related payments to the supplier and recognised revenue represents the margin earned by the Group. See
“Critical accounting judgements and key sources of estimation uncertainty” in note 1 for details.
Customers typically pay in advance for prepay mobile services and monthly for other communication services. Customers typically pay for
handsets and other equipment either up-front at the time of sale or over the term of the related service agreement.
When revenue recognised in respect of a customer contract exceeds amounts received or receivable from a customer at that time a contract
asset is recognised; contract assets will typically be recognised for handsets or other equipment provided to customers where payment is
recovered by the Group via future service fees. If amounts received or receivable from a customer exceed revenue recognised for a contract, for
example if the Group receives an advance payment from a customer, a contract liability is recognised.
When contract assets or liabilities are recognised, a financing component may exist in the contract; this is typically the case when a handset or
other equipment is provided to a customer up-front but payment is received over the term of the related service agreement, in which case the
customer is deemed to have received financing. If a significant financing component is provided to the customer, the transaction price is
reduced and interest revenue is recognised over the customer’s payment period using an interest rate reflecting the relevant central bank rates
and customer credit risk.
Contract-related costs
When costs directly relating to a specific contract are incurred prior to recognising revenue for a related obligation, and those costs enhance the
ability of the Group to deliver an obligation and are expected to be recovered, then those costs are recognised on the statement of financial
position as fulfilment costs and are recognised as expenses in line with the recognition of revenue when the related obligation is delivered.
The direct and incremental costs of acquiring a contract including, for example, certain commissions payable to staff or agents for acquiring
customers on behalf of the Group, are recognised as contract acquisition cost assets in the statement of financial position when the related
payment obligation is recorded. Costs are recognised as an expense in line with the recognition of the related revenue that is expected to be
earned by the Group; typically this is over the customer contract period as new commissions are payable on contract renewal. Certain amounts
payable to agents are deducted from revenue recognised (see above).
132 Vodafone Group Plc
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
2. Revenue disaggregation and segmental analysis (continued)

Revenue disaggregation
Revenue reported for the year includes revenue from contracts with customers, comprising service and equipment revenue, as well as other
revenue items including revenue from leases and interest revenue arising from transactions with a significant financing component. The table
below disaggregates the Group’s revenue by reporting segment.

Revenue from Total

Service Equipment contracts with Other Interest segment Adjusted
revenue revenue customers revenue1 revenue revenue EBITDA
31 March 2021 €m €m €m €m €m €m €m
Germany 11,520 1,055 12,575 380 29 12,984 5,634
Italy 4,458 446 4,904 97 13 5,014 1,597
UK 4,848 1,206 6,054 44 53 6,151 1,367
Spain 3,788 292 4,080 64 22 4,166 1,044
Other Europe 4,859 549 5,408 124 17 5,549 1,760
Vodacom 4,083 800 4,883 282 16 5,181 1,873
Other Markets 3,312 441 3,753 12 – 3,765 1,228
Common Functions2 470 36 506 862 – 1,368 (117)
Eliminations (197) (1) (198) (171) – (369) –
Group 37,141 4,824 41,965 1,694 150 43,809 14,386

Revenue from Total

Service Equipment contracts with Other Interest segment Adjusted
revenue revenue customers revenue1 revenue revenue EBITDA
31 March 2020 €m €m €m €m €m €m €m
Germany 10,696 1,055 11,751 300 25 12,076 5,077
Italy 4,833 583 5,416 101 12 5,529 2,068
UK 5,020 1,333 6,353 63 68 6,484 1,500
Spain 3,904 318 4,222 51 23 4,296 1,009
Other Europe 4,890 539 5,429 94 18 5,541 1,738
Vodacom 4,470 864 5,334 190 7 5,531 2,088
Other Markets 3,796 552 4,348 36 2 4,386 1,400
Common Functions2 494 53 547 1,020 – 1,567 1
Eliminations (232) (2) (234) (202) – (436) –
Group 37,871 5,295 43,166 1,653 155 44,974 14,881

Revenue from Total

Service Equipment contracts with Other Interest segment Adjusted
revenue revenue customers revenue1 revenue revenue EBITDA
31 March 2019 €m €m €m €m €m €m €m
Germany 9,145 1,077 10,222 139 29 10,390 4,079
Italy 5,030 722 5,752 97 8 5,857 2,202
UK 4,952 1,207 6,159 56 57 6,272 1,364
Spain 4,203 392 4,595 58 16 4,669 1,038
Other Europe 4,460 529 4,989 61 22 5,072 1,606
Vodacom 4,391 873 5,264 171 8 5,443 2,157
Other Markets 4,011 816 4,827 29 8 4,864 1,404
Common Functions2 477 37 514 1,003 – 1,517 68
Eliminations (211) (1) (212) (206) – (418) –
Group 36,458 5,652 42,110 1,408 148 43,666 13,918
Notes:
1 Other revenue includes lease revenue recognised under IFRS 16 “Leases” for the years ended 31 March 2021 and 31 March 2020 and under IAS 17 for the year ended 31 March 2019
(see note 20 “Leases”).
2 Comprises central teams and business functions.

The total future revenue from the Group’s contracts with customers with performance obligations not satisfied at 31 March 2021 is €21,038
million (2020: €20,336 million; 2019: €18,447 million); of which €14,110 million (2020: €13,456 million; 2019: €12,566 million) is expected to
be recognised within the next year and the majority of the remaining amount in the following 12 months.
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Annual Report 2021 Strategic report Governance Financials Other information

Segmental analysis
The Group’s operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in assessing performance. The Group has determined the chief operating
decision maker to be its Chief Executive Officer. The Group has a single group of similar services and products, being the supply of
communications services and related products. Revenue is attributed to a country based on the location of the Group company reporting the
revenue. Transactions between operating segments are charged at arm’s-length prices.
With the exception of Vodacom, which is a legal entity encompassing South Africa and certain other smaller African markets, segment
information is primarily provided on the basis of geographic areas, being the basis on which the Group manages its worldwide interests.
The operating segments for Germany, Italy, UK, Spain, and Vodacom are individually material for the Group and are each reporting segments for
which certain financial information is provided. The aggregation of smaller operating segments into the Other Europe and Other Markets
reporting segments reflects, in the opinion of management, the similar local market economic characteristics and regulatory environments for
each of those operating segments as well as the similar products and services sold and comparable classes of customers. In the case of the
Other Europe region this largely reflects membership or a close association with the European Union, while the Other Markets segment largely
includes developing economies with less stable economic or regulatory environments. Common Functions is a separate reporting segment and
comprises activities which are undertaken primarily in central Group entities that do not meet the criteria for aggregation with other reporting
segments.
A reconciliation of adjusted EBITDA, the Group’s measure of segment profit, to the Group’s profit or loss before taxation for the financial year is
shown below.

2021 2020 2019

€m €m €m
Adjusted EBITDA 14,386 14,881 13,918
Restructuring costs (356) (695) (460)
Interest on lease liabilities 374 330 –
Loss on disposal of owned assets (30) (54) (33)
Depreciation and amortisation on owned assets1 (10,187) (10,454) (9,795)
Share of results in equity accounted associates and joint ventures 342 (2,505) (908)
Impairment losses – (1,685) (3,525)
Other income/(expense) 568 4,281 (148)
Operating profit/(loss) 5,097 4,099 (951)
Non-operating expense – (3) (7)
Investment income 330 248 433
Finance costs (1,027) (3,549) (2,088)
Profit/(loss) before taxation 4,400 795 (2,613)
Note:
1 Comparative figure for 2019 includes €59 million depreciation on assets held under finance leases under IAS 17, prior to the adoption of IFRS 16 ‘Leases.’.
134 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
2. Revenue disaggregation and segmental analysis (continued)

Segmental assets

Depreciation
Non-current Capital Right-of-use Other additions to and
assets1 additions2 asset additions intangible assets3 amortisation Impairment loss
€m €m €m €m €m €m
31 March 2021
Germany 47,563 2,772 1,133 1 4,836 –
Italy 10,707 805 758 17 2,025 –
UK 7,968 822 1,138 – 2,202 –
Spain 7,213 772 700 9 1,579 –
Other Europe 10,369 968 1,016 431 1,727 –
Vodacom 5,839 703 174 – 872 –
Other Markets 2,988 512 247 439 666 –
Common Functions 2,145 829 140 – 194 –
Group 94,792 8,183 5,306 897 14,101 –

31 March 2020
Germany 48,266 2,278 912 1,613 4,805 –
Italy 11,119 697 1,645 24 1,958 –
UK 7,790 753 733 – 2,160 –
Spain 7,229 761 386 – 1,763 (840)
Other Europe 9,138 823 298 29 1,706 (740)
Vodacom 5,400 802 174 55 939 –
Other Markets4 2,963 587 290 55 672 –
Common Functions 2,217 821 155 – 171 (105)
Group4 94,122 7,522 4,593 1,776 14,174 (1,685)

31 March 2019
Germany 24,529 1,816 – 2 3,017 –
Italy 11,031 784 – 2,219 1,337 –
UK 7,405 804 – 408 1,612 –
Spain 7,438 813 – 216 1,318 (2,930)
Other Europe 7,093 775 – 42 1,073 (310)
Vodacom 5,503 810 – 91 758 –
Other Markets 3,429 626 – 34 673 (255)
Common Functions 2,009 799 – – 7 (30)
Group 68,437 7,227 – 3,012 9,795 (3,525)
Notes:
1 Comprises goodwill, other intangible assets and property, plant and equipment.
2 Includes additions to property, plant and equipment (excluding right-of-use assets,), computer software and development costs, reported within Intangible assets.
3 Includes additions to licences and spectrum and customer base acquisitions.
4 Comparative figures for the year ended 31 March 2020 have been re-presented to reflect that Egypt is no longer held for sale. See note 7 ‘Discontinued operations and assets and liabilities held
for sale’.
135 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

3. Operating profit/(loss)
Detailed below are the key amounts recognised in arriving at our operating profit/(loss)

2021 2020 2019

€m €m €m
Amortisation of intangible assets (note 10) 4,421 4,459 3,941
Depreciation of property, plant and equipment (note 11):
Owned assets 5,766 5,995 5,795
Leased assets 3,914 3,720 59
Impairment of goodwill in subsidiaries, associates and joint arrangements (note 4) – 1,685 3,525
Staff costs (note 24) 5,157 5,462 5,267
Amounts related to inventory included in cost of sales 5,160 5,699 5,886
Operating lease rentals payable – – 3,826
Own costs capitalised attributable to the construction or acquisition of property, plant and
equipment (995) (902) (844)
Net gain on formation of TPG Telecom1 (note 12) 1,043 – –
Net gain on formation of Indus Towers Limited1 (note 12) 292 – –
Pledge arrangements in respect of Indus Towers Limited1 (note 29) (429) – –
Settlement of tender offer to KDG shareholders1 (204) – –
Net gain on disposal of Vodafone New Zealand1 (note 27) – (1,078) –
Net gain on disposal of tower infrastructure in Italy1 (note 27) – (3,356) –
Net gain on disposal of Vodafone Malta1 (note 27) – (170) –
Note:
1 Included in Other income and expense in the Consolidated income statement.

The total remuneration of the Group’s auditor, Ernst & Young LLP and other member firms of Ernst & Young Global Limited, for services
provided to the Group during the year ended 31 March 2021 is analysed below.
Ernst & Young LLP was appointed as the Group’s auditor for the year ended 31 March 2020. Accordingly, comparative figures in the table below
for the year ended 31 March 2019 are in respect of remuneration paid to the Group’s previous auditor, PricewaterhouseCoopers LLP and other
member firms of PricewaterhouseCoopers International.

2021 2020 2019

Re-presented1
€m €m €m
Parent company 3 4 2
Subsidiaries 16 17 14
Subsidiaries - Vantage Towers2 1 – –
Subsidiaries - new accounting standards3 – 1 1
Audit fees4 20 22 17

Vantage Towers IPO2 8 5 –

Audit-related5 – 1 2
Corporate finance6 – 1 –
Non-audit fees 8 7 2

Total fees 28 29 19
Notes:
1 Audit fees for the year ended 31 March 2020 have increased by €2 million compared to the amount previously reported. This is to include fees agreed during the year ended 31 March 2021 but
which related to the year ended 31 March 2020.
2 Fees incurred in preparations for the IPO of Vantage Towers A.G. During the year ended 31 March 2021, fees of €1 million related to financial statement audit services and fees of €8 million related
to IPO services and Reporting Accountant procedures.
3 Fees in relation to the implementation of new accounting standards, notably IFRS 15 “Revenue from Contracts with Customers” and IFRS 16 “Leases” which were effective for the first time for the
years ended 31 March 2019 and 31 March 2020 respectively.
4 Includes fees in connection with the interim review, preliminary announcement and controls audit required under Section 404 of the Sarbanes Oxley Act. In total this amounted to €1 million in
each year for the years ended 31 March 2020 and 31 March 2021.
5 Fees for statutory and regulatory filings during the year. Fees were less than €1 million during the years ended 31 March 2021 and 31 March 2020.
6 At the time of the Board decision to recommend Ernst & Young LLP as the statutory auditor for the year ended 31 March 2020 in February 2019, Ernst & Young LLP were providing a range of
services to the Group. All services that were prohibited by the Financial Reporting Council (‘FRC’) or Securities and Exchange Commission (‘SEC’) for a statutory auditor to provide ceased by 31
March 2019. All engagements that were not prohibited by the FRC or SEC but were not in accordance with the Group’s own internal approval policy for non-audit services, ceased early in the
financial year ended 31 March 2020 to enable a smooth transition to alternative suppliers, where required.
136 Vodafone Group Plc
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
4. Impairment losses
Impairment occurs when the carrying value of assets is greater than the present value of the net cash flows
they are expected to generate. We review the carrying value of assets for each country in which we operate
at least annually. For further details of our impairment review process see “Critical accounting judgements
and key sources of estimation uncertainty” in note 1 “Basis of preparation” to the consolidated financial
statements.
Accounting policies
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. The determination of the Group’s cash-generating units is primarily based on the geographic area where the Group
supplies communications services and products. If cash flows from assets within one jurisdiction are largely independent of the cash flows from
other assets in that same jurisdiction and management monitors performance separately, multiple cash-generating units are identified within
that geographic area.
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 reversible in subsequent periods.
The recoverable amount is the higher of fair value less costs of disposal 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.
Management prepares formal five year plans for the Group’s cash-generating units, which are the basis for the value in use calculations.
Property, plant and equipment, finite lived intangible assets and equity accounted investments
At each reporting period date, the Group reviews the carrying amounts of its property, plant and equipment, finite lived intangible assets and
equity-accounted investments 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 and an impairment loss is recognised immediately in the income statement.
Where there has been a change in the estimates used to determine recoverable amount and 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 determined had no impairment loss been recognised for the asset or cash-generating unit in prior years and an
impairment loss reversal is recognised immediately in the income statement.
Impairment losses
Following our annual impairment review, the impairment charges recognised in the consolidated income statement within operating profit are
stated below. Further detail on the events and circumstances that led to the recognition of the impairment charges is included below.

2021 2020 2019

Cash-generating unit Reportable segment €m €m €m
Spain Spain – 840 2,930
Ireland Other Europe – 630 –
Romania Other Europe – 110 310
Vodafone Automotive Common Functions – 105 30
Vodafone Idea Other Markets – – 255
– 1,685 3,525
For the year ended 31 March 2019, the Group recorded a loss on disposal of Vodafone India of €3,420 million, including a loss on disposal of
€1,276 million and a foreign exchange loss of €2,079 million which is included in discontinued operations. See note 27 “Acquisitions and
disposals” for further details.
137 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Goodwill
The remaining carrying value of goodwill at 31 March was as follows:
2021 2020
Re-presented1
€m €m
Vodafone Germany 20,335 22,900
Vantage Towers Germany 2,565 –
Italy 2,481 2,480
25,381 25,380
Other 6,350 5,998
31,731 31,378
Note:
1 Comparative figures for the year ended 31 March 2020 have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See note 7 ‘Discontinued operations and assets and
liabilities held for sale’.

Key assumptions used in the value in use calculations

The key assumptions used in determining the value in use are:
Assumption How determined
Projected adjusted Projected adjusted EBITDA has been based on past experience adjusted for the following:
EBITDA - In Europe, mobile revenue is expected to benefit from increased usage as customers transition to higher data
bundles, and new products and services are introduced. Fixed revenue is expected to continue to grow as
penetration is increased and more products and services are sold to customers;
- Outside of Europe, revenue is expected to continue to grow as the penetration of faster data-enabled devices
rises along with higher data bundle attachment rates, and new products and services are introduced. The
Other Markets segment is also expected to benefit from increased usage and penetration of M-Pesa in Africa;
and
- Margins are expected to be impacted by negative factors such as the cost of acquiring and retaining
customers in increasingly competitive markets and by positive factors such as the efficiencies expected from
the implementation of Group initiatives.
Projected capital The cash flow forecasts for capital expenditure are based on past experience and include the ongoing capital
expenditure expenditure required to maintain our networks, provide products and services in line with customer
expectations, including of higher data volumes and speeds, and to meet the population coverage requirements
of certain of the Group’s licences. In Europe, capital expenditure is required to roll out capacity-building next
generation 5G and gigabit networks. Outside of Europe, capital expenditure will be required for the continued
rollout of current and next generation mobile networks in emerging markets. Capital expenditure includes cash
outflows for the purchase of property, plant and equipment and computer software.
Projected licence and To enable the continued provision of products and services, the cash flow forecasts for licence and spectrum
spectrum payments payments for each relevant cash-generating unit include amounts for expected renewals and newly available
spectrum. Beyond the five year forecast period, a long-run cost of spectrum is assumed.
Long-term growth rate For the purposes of the Group’s value in use calculations, a long‑term growth rate into perpetuity is applied
immediately at the end of the five year forecast period and is based on the lower of:
- the nominal GDP growth rate forecasts for the country of operation; and
- the long-term compound annual growth rate in adjusted EBITDA as estimated by management.
Long-term compound annual growth rates determined by management may be lower than forecast nominal
GDP growth rates due to the following market-specific factors: competitive intensity levels, maturity of business,
regulatory environment or sector-specific inflation expectations.
Pre-tax risk adjusted The discount rate applied to the cash flows of each of the Group’s cash-generating units is generally based on
discount rate the risk free rate for ten year bonds issued by the government in the respective market. Where government
bond rates contain a material component of credit risk, high-quality local corporate bond rates may be used.
These rates are adjusted for a risk premium to reflect both the increased risk of investing in equities and the
systematic risk of the specific cash-generating unit. In making this adjustment, inputs required are the equity
market risk premium (that is the required return over and 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 cash-generating
unit 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 cash-generating companies determined using an average of the betas of comparable listed
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 long-term average equity market risk premium and the market risk premiums
typically used by valuations practitioners.

The risk adjusted discount rate is also based on typical leverage ratios of telecommunications companies in
each cash-generating unit's respective market or region.
138 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
4. Impairment losses (continued)

Year ended 31 March 2021

Following the carve-out of Vodafone’s tower infrastructure to Vantage Towers A.G. (‘Vantage Towers’) during the year in Germany, Spain,
Portugal, Ireland, Greece, Romania, Czech Republic and Hungary and the acquisitions by Vantage Towers of Vodafone UK’s 50% shareholding in
Cornerstone Telecommunications Infrastructure Limited (‘CTIL’) and the remaining shareholding in the Vantage Towers Greece, management
considers Vodafone’s operating companies and Vantage Tower’s operating companies in the affected geographical areas to represent two
cash-generating units for the purpose of impairment testing as at 31 March 2021. Vodafone’s investment in Infrastructure Wireless Italiane S.p.A.
(‘INWIT’) was also transferred to Vantage Towers during the year.

Goodwill has been allocated on a relative values basis to the Vantage Towers cash-generating units, where applicable, as part of the tower
business carve out from Vodafone’s operations. The cash-generating units described below relate to Vodafone’s mobile and fixed line trading
businesses, unless otherwise indicated as being part of Vantage Towers.

Value in use assumptions

The table below shows key assumptions used in the value in use calculations.
Assumptions used in value in use calculation
Vantage Towers
Germany Italy Spain Ireland Romania Germany
% % % % % %
Pre-tax risk adjusted discount rate 7.4 10.5 9.2 7.7 9.9 6.0
Long-term growth rate 0.5 0.5 0.5 0.5 1.0 1.5
Projected adjusted EBITDA1 1.2 2.1 4.9 0.5 0.9 8.4
Projected capital expenditure2 19.7-21.5 14.4-15.9 15.7-17.6 12.6-15.1 12.3-15.2 39.1-56.2
Sensitivity analysis
The estimated recoverable amounts of the Group’s operations in Germany, Italy, Spain, Ireland, Romania and Vantage Towers Germany exceed
their carrying values by €7.4 billion, €0.6 billion, €0.3 billion, €0.1 billion, €0.1 billion and €3.5 billion, respectively. If the assumptions used in the
impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an
impairment loss being recognised for the year ended 31 March 2021.
Change required for carrying value to equal recoverable amount
Vantage Towers
Germany Italy Spain Ireland Romania Germany
pps pps pps pps pps pps
Pre-tax risk adjusted discount rate 1.3 0.7 0.4 0.7 0.7 5.2
Long-term growth rate (1.3) (0.8) (0.5) (0.7) (0.9) (4.9)
Projected adjusted EBITDA1 (4.0) (1.5) (1.5) (1.6) (1.9) (19.3)
Projected capital expenditure2 12.7 3.0 1.6 2.8 1.9 162.6
139 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Management considered the following reasonably possible changes in key assumptions for projected adjusted EBITDA1 and long-term growth
rate, leaving all other assumptions unchanged. Consistent with the prior year, and due to the uncertainty of future COVID-19 impacts,
management’s range of reasonably possible changes in projected adjusted EBITDA is plus or minus 5 percentage points (2020: +/- 5
percentage points). The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption
would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment
assessment is presented in the table below.

Management believes that no reasonably possible or foreseeable change in the pre-tax adjusted discount rate or projected capital expenditure2
would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different from the
base case disclosed below.
Recoverable amount less carrying value
Vantage Towers
Germany Italy Spain Ireland Romania Germany
€bn €bn €bn €bn €bn €bn
Base case as at 31 March 2021 7.4 0.6 0.3 0.1 0.1 3.5
Change in projected adjusted EBITDA1
Decrease by 5pps (1.6) (1.3) (0.6) (0.2) (0.1) 2.4
Increase by 5pps 18.2 2.9 1.4 0.5 0.3 5.0
Change in long-term growth rate
Decrease by 1pps 1.5 (0.1) (0.3) – – 2.2
Increase by 1pps 16.0 1.6 1.0 0.3 0.2 6.1
The carrying values for Vodafone UK, Portugal, Czech Republic, and Hungary include goodwill arising from acquisitions and/or the purchase of
operating licences or spectrum rights. The recoverable amounts for these operating companies are also not materially greater than their
carrying values and accordingly are disclosed below.
If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would,
in isolation, lead to an impairment loss being recognised in the year ended 31 March 2021.
Change required for carrying value to equal recoverable amount
UK Portugal Czech Republic Hungary
pps pps pps pps
Pre-tax risk adjusted discount rate 0.8 0.9 1.2 0.3
Long-term growth rate (0.8) (1.0) (1.3) (0.4)
Projected adjusted EBITDA1 (1.7) (2.2) (3.0) (0.7)
Projected capital expenditure2 2.5 3.7 7.5 1.5
Notes:
1 Projected adjusted EBITDA is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. A pro-rata adjustment
has been made to true up 31 March 2021 adjusted EBITDA to a full year where the towers business carve-out occurred during the year.
2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans
used for impairment testing.
140 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
4. Impairment losses (continued)

Year ended 31 March 2020

The disclosures below for the year ended 31 March 2020 are as previously disclosed in the 31 March 2020 Annual Report.
For the year ended 31 March 2020, the Group recorded impairment charges of €0.8 billion, €0.6 billion, €0.1 billion and €0.1 billion with respect
to the Group’s investments in Spain, Ireland, Romania and Vodafone Automotive respectively. The impairment charges relate solely to goodwill
and are recognised in the consolidated income statement within operating profit/(loss). The recoverable amounts for Spain, Ireland, Romania
and Vodafone Automotive are €5.6 billion, €1.2 billion, €0.9 billion and €0.0 billion respectively, and based on value in use calculations.
The COVID-19 outbreak developed rapidly in early 2020. Many countries have required businesses to limit or suspend operations and
implemented travel restrictions and quarantine measures. The measures taken to contain the virus have adversely affected economic activity
and disrupted many businesses. As the outbreak continues to progress and evolve, it is extremely challenging to predict the full extent and
duration of its impact on Vodafone’s businesses and the countries where Vodafone operates. Based on information available as at 31 March
2020, management made additional adjustments to the five year business plans used in the Group’s impairment testing in order to reflect the
estimated impact. The impairment charges recognised and discussed immediately below, were based on expected cash flows after applying
these adjustments.
Challenging trading and economic conditions in Spain materialised in the prior financial year and management recognised an impairment
charge following a reduction in projected cash flows. During the year ended 31 March 2020 there was an observable repositioning towards low-
cost brands and competitive intensity within the multi-branded market was expected to remain elevated in the medium term. These factors led
to management projecting lower cash flows and recognising an impairment charge with respect to the Group’s investment in Spain.
The impairment charge recognised with respect to Ireland was attributable to increased competition and the aforementioned increased
economic uncertainty. As a consequence, growth and ARPUs were expected to be lower. Management reflected these assumptions in
expected cash flows.
The impairment charges recognised with respect to Romania and Vodafone Automotive reflect management’s latest assessment of likely
trading and economic conditions in the five year business plan. Management’s view of the long-term potential in these markets remains
unchanged.
The European Liberty Global assets acquired in July 2019 (see note 27 ‘Acquisitions and disposals’) were subsumed within existing cash-
generating units in Germany, Czech Republic, Hungary and Romania. The primary reason for acquiring the businesses was to create a
converged national provider of digital infrastructure in Germany, together with creating converged communications operators in the Czech
Republic, Hungary and Romania. Following the integration of the acquired businesses, management considered the cash flows within these
cash-generating units to be largely interdependent and monitors performance on a country-level basis.
On 31 March 2020, the Group merged its passive tower infrastructure in Italy with INWIT (see note 27 ‘Acquisitions and disposals’). On the date
of the merger, management monitored performance of its operations in Italy on a country-wide basis and considered Vodafone Italy, including
its passive tower infrastructure, to be one cash-generating unit for the purpose of impairment testing as at 31 March 2020. No impairment in
relation to Vodafone Italy would be necessary if impairment testing was performed on a post-merger basis at 31 March 2020.

Value in use assumptions

The table below shows key assumptions used in the value in use calculations.
Assumptions used in value in use calculation
Vodafone
Germany Italy Spain Ireland Romania Automotive
% % % % % %
Pre-tax risk adjusted discount rate 7.5 10.3 9.2 7.6 10.2 9.1
Long-term growth rate 0.5 0.5 0.5 0.5 1.0 1.9
Projected adjusted EBITDA1 3.8 0.2 8.2 3.0 8.0 31.3
Projected capital expenditure2 20.1-20.7 12.5-13.4 16.2-18.1 10.7-15.2 13.7-18.5 14.1-23.4
Sensitivity analysis
The estimated recoverable amount of the Group’s operations in Germany and Italy exceed their carrying values by €6.6 billion and €1.8 billion
respectively. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the
changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2020.
Change required for carrying value to
equal recoverable amount
Germany Italy
pps pps
Pre-tax risk adjusted discount rate 1.1 1.7
Long-term growth rate (1.0) (2.0)
Projected adjusted EBITDA1 (3.2) (3.1)
Projected capital expenditure2 11.4 7.9
141 Vodafone Group Plc
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Management considered the following reasonably possible changes in the key adjusted EBITDA1 and long-term growth rate assumptions,
leaving all other assumptions unchanged. Due to increased uncertainty following the COVID-19 outbreak, management has widened the range
of reasonably possible changes in the key adjusted EBITDA growth rate assumption to plus or minus 5 percentage points (2019: 2 percentage
points). The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have
a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is
presented in the table below, with the exception of Vodafone Automotive, where no reasonably possible change in the key assumptions would
materially change the impairment charge recognised.
Management believes that no reasonably possible or foreseeable change in the pre-tax adjusted discount rate or projected capital expenditure2
would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different to the
base case disclosed below.
Recoverable amount less carrying value (prior to recognition of impairment charges)
Germany Italy Spain Ireland Romania
€bn €bn €bn €bn €bn
Base case as at 31 March 2020 6.6 1.8 (0.8) (0.6) (0.1)
Change in projected adjusted EBITDA1
Decrease by 5pps (3.3) (1.0) (2.3) (1.1) (0.3)
Increase by 5pps 18.4 5.1 0.9 – 0.1
Change in long-term growth rate
Decrease by 1pps 0.2 0.8 (1.5) (0.8) (0.2)
Increase by 1pps 15.8 3.0 – (0.4) –
The carrying values for Vodafone UK, Portugal, Czech Republic and Hungary include goodwill arising from acquisitions and/or the purchase of
operating licences or spectrum rights. While the recoverable amounts for these operating companies are not materially greater than their
carrying value, each has a lower risk of giving rise to an impairment that would be material to the Group given their relative size or the
composition of their carrying value.
If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would,
in isolation, lead to an impairment loss being recognised in the year ended 31 March 2020.

Change required for carrying value to equal recoverable amount

UK Portugal Czech Republic Hungary
pps pps pps pps
Pre-tax risk adjusted discount rate 1.1 1.5 1.7 1.9
Long-term growth rate (1.3) (1.6) (1.8) (2.2)
Projected adjusted EBITDA1 (2.3) (3.4) (4.0) (3.9)
Projected capital expenditure2 4.5 7.1 12.5 9.1
Notes:
1 Projected adjusted EBITDA is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing.
2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans
used for impairment testing.

VodafoneZiggo
The recoverable amount for VodafoneZiggo is not materially greater than its carrying value. If adverse impacts of economic, competitive,
regulatory or other factors were to cause significant deterioration in the operations of VodafoneZiggo and the entity’s expected future cash
flows, this may lead to an impairment loss being recognised.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
4. Impairment losses (continued)

Year ended 31 March 2019

The disclosures below for the year ended 31 March 2019 are as previously disclosed in the 31 March 2019 and 31 March 2020 Annual Reports.
For the year ended 31 March 2019, the Group recorded impairment charges of €2.9 billion, €0.3 billion, and €0.3 billion in respect of the Group’s
investments in Spain, Romania and Vodafone Idea respectively. The impairment charges with respect to Spain and Romania relate solely to
goodwill and the impairment charge with respect to Vodafone Idea relates to the joint venture’s carrying value. All impairment charges are
recognised in the consolidated income statement within operating (loss)/profit. The recoverable amounts for Spain and Romania are €7.1
billion and €0.7 billion respectively and are based on value in use calculations. The recoverable amount for the Group’s stake in Vodafone Idea is
€1.6 billion and is based on its fair value less costs of disposal.
Following challenging current trading and economic conditions, management reassessed the expected future business performance in Spain.
Following this reassessment, projected cash flows are lower and this led to an impairment charge with respect to the Group’s investment in
Spain. The impairment charge with respect to the Group’s investment in Romania was driven by an increase in the yield on Romanian
government bonds which increased the discount rate and management’s reassessment of the long-term growth rate applied beyond the five
year business plan.
Vodafone Idea Limited
The Group’s investment in Vodafone Idea was tested for impairment at 31 March 2019 in accordance with applicable IFRS. Impairment testing
was considered appropriate as a result of market conditions and declines in the quoted share price of the company during the period.
The market environment in India remained highly challenging with significant pricing pressure, which led to industry consolidation but a
significantly lower level of profitability and greater pressure on financing. Management continues to consider it reasonable to assume an overall
market and pricing recovery, however the timing and magnitude remains highly uncertain. Accordingly, there are a wide range of potential
outcomes in deriving a current view of future business performance, cash flows and debt financing requirements for value in use purposes.
Management concluded that the fair value less costs of disposal based on an observable share price is the appropriate basis to determine the
recoverable amount of the Group’s investment in Vodafone Idea for the purpose of impairment testing for the year ended 31 March 2019.
Where the recoverable amount is less than the investment’s carrying amount, the carrying amount is reduced to the recoverable amount and
an impairment is recognised.
The investment in Vodafone Idea was also tested for impairment as at 30 September 2018. The share price of INR38.55 implied a recoverable
amount of INR152 billion (€1.8 billion) which was lower than the carrying value of the investment at the same date. An impairment charge of
€0.3 billion was recognised to reduce the carrying value of the joint venture in the Group’s consolidated statement of financial position.
Following the formal announcement of the terms of Vodafone Idea’s rights issue on 20 March 2019, the Vodafone Idea share price went ‘ex-
rights’ on 29 March 2019 and closed at INR18.25. Based on information available to management on 31 March 2019, the recoverable amount
of the Group’s investment in Vodafone Idea was determined based on key assumptions relating to the number of new shares to which
management intended to subscribe (8.8 billion) and the associated cost under the terms of the rights issue (INR12.5 per share). After taking into
account these key assumptions and the quoted share price, the recoverable amount of the Group’s interest in Vodafone Idea was determined
to be INR123 billion (€1.6 billion) as at 31 March 2019.
Vodafone Idea’s share price is observable in a quoted market and is considered a level 1 input under the IFRS 13 fair value hierarchy. As
management also considered the observable and unquoted inputs related to the number and cost of the new shares to be issued under the
rights issue, the recoverable amount quoted above is considered to be a level 2 valuation under the IFRS 13 fair value hierarchy.
The recoverable amount is €0.2 billion higher than the carrying value of the investment as at 31 March 2019 and no further changes to the
carrying value or impairment charge recognised in September 2018 are required.
The carrying value of Vodafone Idea that was tested for impairment was dependent on a wide range of assumptions, including the level of
market pricing and the realisation of anticipated merger-related operating expenses and capital expenditure synergies. Should any of the
assumptions not materialise, in whole or in part, these will impact the entity’s expected future cash flows and may result in a future impairment.
The carrying value is also dependent on the ability of the entity to refinance its liabilities as they fall due. Should this not be achievable, this will
impact the liquidity of Vodafone Idea and will result in a future impairment, in whole or in part, of the Group’s investment.
Based solely on the closing share price of Vodafone Idea on 13 May 2019, the recoverable amount of the Group’s 45.2% interest would be €0.6
billion lower than the recoverable amount as at 31 March 2019. No adjustment was made to the carrying value of the Vodafone Idea joint
venture as this was considered a non-adjusting event.
Value in use assumptions
The table below shows key assumptions used in the value in use calculations.
Assumptions used in value in use calculation
Germany Italy Spain Romania
% % % %
Pre-tax adjusted discount rate 8.3 10.5 9.3 11.1
Long-term growth rate 0.5 1.0 0.5 1.0
Projected adjusted EBITDA1 2.9 (0.1) 9.2 3.8
Projected capital expenditure2 16.9–19.9 12.2–12.5 17.1–18.4 12.1–12.7
Notes:
1 Projected adjusted EBITDA is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing.
2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans
used for impairment testing.
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Sensitivity analysis
The estimated recoverable amount of the Group’s operations in Germany, Italy, Spain and Romania exceed their carrying values by €7.4 billion,
€2.7 billion, €0.5 billion and €0.1 billion respectively. If the assumptions used in the impairment review were changed to a greater extent than as
presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March
2019.

Change required for carrying value to equal recoverable amount

Germany Italy Spain Romania

pps pps pps pps
Pre-tax adjusted discount rate 2.1 2.5 0.5 1.2
Long-term growth rate (2.2) (2.9) (0.7) (1.5)
Projected adjusted EBITDA1 (4.9) (4.6) (1.3) (2.0)
Projected capital expenditure2 15.4 11.2 2.7 3.3
Notes:
1 Projected adjusted EBITDA is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing.
2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans
used for impairment testing.

Management considered the following reasonably possible changes in the key EBITDA1 assumption while leaving all other assumptions
unchanged. The associated impact on the impairment assessment is presented in the table below.
Management believes that no reasonably possible or foreseeable change in any of the other assumptions included in the table above would
cause the carrying value of any cash-generating unit to materially exceed its recoverable amount.

Recoverable amount less carrying value

Decrease by 2pps Base case Increase by 2pps
€bn €bn €bn
Germany 4.2 7.4 10.8
Italy 1.5 2.7 4.1
Spain (0.3) 0.5 1.4
Romania – 0.1 0.2
Note:
1 Projected adjusted EBITDA is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing.

The carrying values for Vodafone UK, Portugal and Ireland include goodwill arising from their acquisition by the Group and/or the purchase of
operating licences or spectrum rights. While the recoverable amounts for these operating companies are not materially greater than their
carrying value, each has a lower risk of giving rise to impairment that would be material to the Group given their relative size or the composition
of their carrying value.
The changes in the following table to assumptions used in the impairment review would have, in isolation, led to an impairment loss being
recognised in the year ended 31 March 2019.

Change required for carrying value to equal recoverable

amount
UK Ireland Portugal
pps pps pps
Pre-tax risk adjusted discount rate 0.7 1.2 0.7
Long-term growth rate (0.9) (1.4) (0.7)
Projected adjusted EBITDA1 (1.9) (2.7) (1.4)
Projected capital expenditure2 3.3 8.4 3.4
Notes:
1 Projected adjusted EBITDA is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing.
2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans
used for impairment testing.

VodafoneZiggo
Following the merger, the recoverable amount for VodafoneZiggo is not materially greater than its carrying value. If adverse impacts of
economic, competitive, regulatory or other factors were to cause significant deterioration in the operations of VodafoneZiggo and the entity’s
expected future cash flows, this may lead to an impairment loss being recognised.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
5. Investment income and financing costs
Investment income comprises interest received from short-term investments and other receivables.
Financing costs mainly arise from interest due on bonds and commercial paper issued, bank loans and the
results of hedging transactions used to manage foreign exchange and interest rate movements.
2021 2020 2019
€m €m €m
Investment income:
Financial assets measured at amortised cost 306 157 286
Financial assets measured at fair value through profit and loss 24 91 147
330 248 433
Financing costs1:
Financial liabilities measured at amortised cost
Bonds 1,722 1,580 1,194
Lease liabilities 374 330 –
Bank loans and other liabilities2 463 626 419
Interest on derivatives (485) (354) (139)
Mark-to-market on derivatives (1,070) 1,162 424
Foreign exchange 23 205 190
1,027 3,549 2,088
Net financing costs 697 3,301 1,655
Notes:
1 Components of financing costs for 2020 and 2019 have been represented to align with the 2021 presentation, primarily combining interest costs on derivatives that were previously shown as
items within hedging relationships and other liabilities. There is no impact on total financing costs.
2 Interest capitalised for the year ended 31 March 2021 was €17 million (2020: €25 million, 2019: €nil)
145 Vodafone Group Plc
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6. Taxation
This note explains how our Group tax charge arises. The deferred tax section of the note also provides
information on our expected future tax charges and sets out the tax assets held across the Group together
with our view on whether or not we expect to be able to make use of these in the future.
Accounting policies
Income tax expense represents the sum of the current and deferred taxes.
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 tax rates and laws that have been enacted or substantively enacted by the reporting period date.
The Group recognises provisions for uncertain tax positions when the Group has a present obligation as a result of a past event and
management judge that it is probable that there will be a future outflow of economic benefits from the Group to settle the obligation. Uncertain
tax positions are assessed and measured on an issue by issue basis within the jurisdictions that we operate either using management’s estimate
of the most likely outcome where the issues are binary, or the expected value approach where the issues have a range of possible outcomes.
The Group recognises interest on late paid taxes as part of financing costs, and any penalties, if applicable, as part of the income tax expense.
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 statement of financial position 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 temporary differences or 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 non-tax deductible goodwill.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in
joint arrangements, 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 reporting period date and adjusted to reflect changes in the Group’s assessment
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 reporting period 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 to other comprehensive income or
directly to equity, in which case the tax is recognised in other comprehensive income or in equity.
2021 2020 2019
Income tax expense €m €m €m
United Kingdom corporation tax expense/(credit):
Current year 24 42 21
Adjustments in respect of prior years 3 (6) (9)
27 36 12
Overseas current tax expense/(credit):
Current year 872 900 1,098
Adjustments in respect of prior years (30) 80 (48)
842 980 1,050
Total current tax expense 869 1,016 1,062
Deferred tax on origination and reversal of temporary differences:
United Kingdom deferred tax (94) (318) (232)
Overseas deferred tax 3,089 552 666
Total deferred tax expense 2,995 234 434
Total income tax expense 3,864 1,250 1,496
UK operating profits are more than offset by statutory allowances for capital investment in the UK network and systems plus ongoing interest
costs including those arising from the €10.7 billion of spectrum payments to the UK government in 2000, 2013 and 2018.
146 Vodafone Group Plc
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
6. Taxation (continued)

Tax on discontinued operations

2021 2020 2019
€m €m €m
Tax credit on profit from ordinary activities of discontinued operations – – (56)

Tax (credited)/charged directly to other comprehensive income

2021 2020 2019
€m €m €m
Current tax (17) (26) 3
Deferred tax (1,009) 830 56
Total tax (credited)/charged directly to other comprehensive income (1,026) 804 59

Tax (credited)/charged directly to equity

2021 2020 2019
€m €m €m
Deferred tax (2) – 4
Total tax (credited)/charged directly to equity (2) – 4

Factors affecting the tax expense for the year

The table below explains the differences between the expected tax expense, being the aggregate of the Group’s geographical split of
profits multiplied by the relevant local tax rates and the Group’s total tax expense for each year.
2021 2020 2019
€m €m €m
Continuing profit/(loss) before tax as shown in the consolidated income statement 4,400 795 (2,613)

Aggregated expected income tax expense/(credit) 1,124 226 (457)

Impairment losses with no tax effect – 332 807
Disposal of Group investments1 (332) (1,113) –
Effect of taxation of associates and joint ventures, reported within profit before tax 56 728 262
(Recognition)/derecognition of deferred tax assets for losses in Luxembourg and Spain2 – – 1,186
Deferred tax following revaluation of investments in Luxembourg2 2,819 (348) (488)
Previously unrecognised temporary differences we expect to use in the future (45) (14) –
Current year temporary differences (including losses) that we currently do not expect to use 170 352 78
Adjustments in respect of prior year tax liabilities (10) (86) (94)
Impact of tax credits and irrecoverable taxes 90 52 79
Deferred tax on overseas earnings – 3 (39)
Effect of current year changes in statutory tax rates on deferred tax balances3 (45) 757 (2)
Financing costs not deductible for tax purposes (62) 174 67
Expenses not deductible for tax purposes 99 187 97
Income tax expense 3,864 1,250 1,496
Notes:
1 2021 includes the tax tax exempt gains relating to the TPG Telecom Limited merger in Australia and Indus Towers Limited in India. 2020 relates to tax exempt disposal gains of New
Zealand, Malta and merger of our Italian Towers with INWIT
2 See note below regarding deferred tax asset recognition in Luxembourg and Spain on pages 128 and 129.
3 2020 includes the impact of a lower corporate tax rate in Luxembourg and the impact of the retention of the 19% corporate tax rate in the UK
147 Vodafone Group Plc
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Deferred tax
Analysis of movements in the net deferred tax balance during the year:
€m
1 April 20201 21,502
Foreign exchange movements 18
Charged to the income statement (continuing operations) (2,995)
Charged directly to OCI 1,009
Charged directly to equity 2
Arising on acquisitions and disposals (62)
31 March 20212 19,474

Deferred tax assets and liabilities, before offset of balances within countries, are as follows:
Amount Net
credited/ recognised
(expensed) Gross Gross Less deferred tax
in income deferred deferred tax amounts (liability)/
statement tax asset liability unrecognised asset
€m €m €m €m €m
Accelerated tax depreciation 716 2,331 (1,842) (9) 480
Intangible assets 336 434 (2,169) 13 (1,722)
Tax losses (3,292) 29,791 – (9,701) 20,090
Treasury related items (9) 761 (37) (392) 332
Temporary differences relating to revenue recognition (84) 3 (651) – (648)
Temporary differences relating to leases (34) 611 (429) – 182
Other temporary differences (627) 1,159 (352) (47) 760
31 March 20212 (2,994) 35,090 (5,480) (10,136) 19,474

Analysed in the balance sheet, after offset of balances within countries, as:
€m
Deferred tax asset 21,569
Deferred tax liability (2,095)
31 March 20212 19,474

At 31 March 2020, deferred tax assets and liabilities, before offset of balances within countries, were as follows:
Amount Net
credited/ recognised
(expensed) Gross Gross Less deferred tax
in income deferred deferred tax amounts (liability)/
statement tax asset liability unrecognised asset
€m €m €m €m €m
Accelerated tax depreciation 964 1,581 (1,876) 13 (282)
Intangible assets (719) 383 (1,965) 14 (1,568)
Tax losses (926) 32,121 – (8,725) 23,396
Treasury related items 144 530 (770) (301) (541)
Temporary differences relating to revenue recognition 187 4 (559) – (555)
Temporary differences relating to leases 205 260 (41) – 219
Other temporary differences (89) 1,207 (302) (71) 834
31 March 20201,2 (234) 36,086 (5,513) (9,070) 21,503

At 31 March 2020, analysed in the balance sheet, after offset of balances within countries, as:
€m
Deferred tax asset 23,606
Deferred tax liability (2,103)
31 March 20201,2 21,503
Notes:
1 Comparatives for the year ended 31 March 2020 have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See note 7 "Discontinued operations and assets and
liabilities held for sale".
2 The Group does not discount its deferred tax assets. This is in accordance with the requirements of IAS 12.
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Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
6. Taxation (continued)

Factors affecting the tax charge in future years

The Group’s future tax charge, and effective tax rate, could be affected by several factors including: tax reform in countries around the world,
including any arising from the OECD’s or European Commission’s work on the taxation of the digital economy and European Commission
initiatives such as the proposed tax and financial reporting directive or as a consequence of state aid investigations, future corporate acquisitions
and disposals, any restructuring of our businesses and the resolution of open tax issues (see below).
On 25 April 2019, the European Commission published its full decision in relation to its investigation into the ‘group financing exemption’ (GFE)
in the UK’s controlled foreign company rules and whether the GFE constituted unlawful State Aid. It concluded the GFE does not constitute
unlawful state aid when the managing of the financing activities is outside the UK. As the Group’s Luxembourg financing activities are properly
established and operate in accordance with EU and local law as well as the OECD’s transfer pricing guidelines, we do not anticipate any
significant impact as a result of the Commission’s findings.
In March 2021, the UK government announced its intention to increase the corporation tax rate from 19% to 25% effective from 1 April 2023.
The increased rate is not yet substantively enacted but when it does this will increase the value of our deferred tax assets by approximately
€350 million.
The Group is routinely subject to audit by tax authorities in the territories in which it operates. The Group considers each issue on its merits and,
where appropriate, holds provisions in respect of the potential tax liability that may arise. As at 31 March 2021, the Group holds provisions for
such potential liabilities of €606 million (2020: €638 million). These provisions relate to multiple issues, across the jurisdictions in which the
Group operates.
As the tax impact of a transaction can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process, the
amount ultimately paid may differ materially from the amount accrued and could therefore affect the Group's overall profitability and cash
flows in future periods. See note 29 "Contingent liabilities and legal proceedings" to the consolidated financial statements.
At 31 March 2021, the gross amount and expiry dates of losses available for carry forward are as follows:
Expiring Expiring
within beyond
5 years 6 years Unlimited Total
€m €m €m €m
Losses for which a deferred tax asset is recognised 63 222 86,623 86,908
Losses for which no deferred tax is recognised 245 13,217 23,479 36,941
308 13,439 110,102 123,849

At 31 March 2020, the gross amount and expiry dates of losses available for carry forward were as follows:
Expiring Expiring
within beyond
5 years 6 years Unlimited Total
€m €m €m €m
Losses for which a deferred tax asset is recognised 531 143 99,828 100,502
Losses for which no deferred tax is recognised 759 9,404 22,772 32,935
1,290 9,547 122,600 133,437

Deferred tax assets on losses in Luxembourg

Included in the table above are losses of €69,742 million (2019: €82,372 million) that have arisen in Luxembourg companies. A deferred tax
asset of €17,394 million (2020: €20,544 million) has been recognised in respect of these losses, as we conclude it is probable that the
Luxembourg entities will continue to generate taxable profits in the future against which we can utilise these losses. These tax losses principally
arose from historical impairments, primarily following the acquisition of the Mannesmann Group in 2000. These losses arose prior to the 2017
tax reform in Luxembourg and are available to carry forward indefinitely.
The Luxembourg companies hold investments in the Group’s operating companies which are assessed for impairment for local GAAP financial
statements using the Group’s value in use calculations (see note 4 “Impairment losses”). Impairments and reversals of impairments are recorded
in the local GAAP financial statements and therefore carrying values and valuation methodology differs from the goodwill assessment for the
Group’s consolidated financial statements. This assessment can give rise to tax deductible impairments or taxable reversals of previous
impairments.
Following the 2017 tax reform in Luxembourg, tax losses expire after 17 years and are only used after any pre-existing losses. In the years ended
31 March 2019 and 31 March 2020 the Luxembourg companies had tax deductible impairments resulting in additional tax losses. No deferred
tax asset is recognised for these losses on the basis that they are not forecast to be used prior to the expiry of their 17 year life. In a period where
pre-existing tax losses are not utilised due to impairments arising the forecast utilisation timeframe extends by one year.
The reversal of impairments can result in a significant reduction to our deferred tax assets and the period over which these assets can be
utilised. In the year ended 31 March 2021 a reversal of previous impairments of €12 billion has arisen in Luxembourg. This represents taxable
income against which the brought forward losses can be used. This is the main driver of the reduction in the losses, and the associated deferred
tax asset, compared to the prior period.
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The Luxembourg companies’ recurring profits are derived from the Group’s internal financing, centralised procurement and international
roaming activities. These activities have consistently generated taxable profits of over €1bn per annum throughout their existence. The Group
has reviewed the latest 5 year forecasts for the Luxembourg companies, including their ability to continue to generate income beyond this
period. The forecasts consider the impact of the current market conditions on the existing financing activities, including the current view of
interest rates, levels of intragroup financing, as well as the future profits generated from the procurement and roaming activities. The value in
use calculations take into account all information at the balance sheet and the Group does not forecast potential future impairments or
reversals of impairments.
This assessment also included a review of the commercial structures supporting the profits generated from these activities and considered the
factors, under the Group’s control, which could impact the ability of these activities to generate taxable profits. We have assessed that the
current structure continues to be sustainable under the tax laws substantively enacted at the balance sheet date and the Group’s intentions to
keep these activities in Luxembourg remains unchanged.
Based on the current forecasts, €2,881 million of the deferred tax asset is forecast to be used within the next 10 years, and €4,891 million used
within 20 years. The losses are projected to be fully utilised over the next 59 to 62 years. The increase in the recovery period over the prior year
is principally a result of market conditions, including lower interest rates, driving margins lower on existing financing activities and the impact of a
forecast reduction in levels of intercompany debt over the 5 year period as the Group's operating companies align their debt metrics more
closely to those of Vodafone Group Plc.
An increase or decrease in the forecast income in Luxembourg in each year of 5%-10% would change the period over which the losses will be
fully utilised by 2 to 5 years. The Group uses a change in forecast income to understand the impact that a change in interest rates or level of
debt advanced by the Luxembourg companies could have on the recovery period of the losses.
Any future changes in tax law, including those driven by OECD, EU or domestic tax reforms or the structure of the Group could have a significant
effect on the use of the Luxembourg losses, including the period over which these losses can be utilised. On the basis that future changes in tax
laws are unknown, the profit forecasts assume that existing tax laws continue.
Based on the above factors the Group concludes that it is probable that the Luxembourg companies will continue to generate taxable profits in
the future against which it will use these losses.
In addition to the above, €12,975 million (2020: €9,242 million) of the Group’s Luxembourg losses expire after 13 to 17 years and no deferred
tax asset is recognised as they will expire before we can use these losses. The remaining losses do not expire. We also have €9,136 million
(2020: €9,136 million) of Luxembourg losses in a former Cable & Wireless Worldwide Group company, for which no deferred tax asset has been
recognised as it is uncertain whether these losses will be utilised.
Deferred tax assets on losses in Germany
The Group has tax losses of €16,296 million (2020: €17,160 million) in Germany arising on the write down of investments in Germany in 2000.
The losses are available to use against both German federal and trade tax liabilities and they do not expire.
A deferred tax asset of €2,529 million (2020: €2,662 million) has been recognised in respect of these losses as we conclude it is probable that
the German business will continue to generate taxable profits in the future against which we can utilise these losses. The Group has reviewed
the latest forecasts for the German business which incorporate the unsystematic risks of operating in the telecommunications business. In the
period beyond the 5 year forecast we have reviewed the profits inherent in the terminal period and based on these and our expectations for the
German business we believe it is probable the German losses will be fully utilised.
Based on the current forecasts the losses will be fully utilised over the next 8 to 16 years. A 5% -10% change in the forecast profits of the
German business would alter the utilisation period by 1 to 2 years.
Deferred tax assets on losses in Spain
The Group has tax losses of €4,334 million (2020: €4,281 million) in Spain which are available to offset against the future profits of the Grupo
Corporativo ONO business. The losses do not expire and no deferred tax asset is recognised for these losses due to the trading environment in
Spain.
Other tax losses
The Group has losses amounting to €8,285 million (2020: €7,500 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, in line with the prior
year.
The remaining losses relate to a number of other jurisdictions across the Group. There are also €2,092 million (2020: €1,514 million) of
unrecognised temporary differences relating to treasury items and other items.
No deferred tax liability has been recognised in respect of a further €7,522 million (2020: €7,130 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.
150 Vodafone Group Plc
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
7. Discontinued operations and assets and liabilities held for sale
The Group classifies certain of its assets that it expects to dispose as either discontinued operations or as
held for sale.
The Group classifies non-current assets and assets and liabilities within disposal groups (‘assets’) as held for sale if the assets are available
immediately for sale in their present condition, management is committed to a plan to sell the assets under usual terms, it is highly probable
that their carrying amounts will be recovered principally through a sale transaction rather than through continuing use and the sale is expected
to be completed within one year from the date of the initial classification.
Assets and liabilities classified as held for sale are presented separately as current items in the consolidated statement of financial position and
are measured at the lower of their carrying amount and fair value less costs to sell. Property, plant and equipment and intangible assets are not
depreciated or amortised once classified as held for sale; this also applies in respect of assets held by equity accounted associates and joint
ventures.
Where operations constitute a separately reportable segment (see note 2 “Revenue disaggregation and segmental analysis”) and have been
disposed of, or are classified as held for sale, the Group classifies such operations as discontinued.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax
from discontinued operations in the Group consolidated income statement. Discontinued operations are also excluded from segment reporting.
All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise.
Discontinued operations
On 20 March 2017, Vodafone announced the agreement to combine its subsidiary, Vodafone India Limited (excluding its 42% stake in Indus
Towers Limited), with Idea Cellular in India. Consequently, Vodafone India Limited has been accounted for as a discontinued operation for the
period up to 31 August 2018, the date the transaction completed, the results of which are detailed below.

Income statement and segment analysis of discontinued operations

2021 2020 20191
€m €m €m
Revenue – – 1,561
Cost of sales – – (1,185)
Gross profit – – 376
Selling and distribution expenses – – (92)
Administrative expenses – – (134)
Operating profit – – 150
Financing costs – – (321)
Loss before taxation – – (171)
Income tax credit – – 56
Loss after tax of discontinued operations – – (115)

Loss on sale of disposal group – – (3,420)

Loss for the financial year from discontinued operations – – (3,535)

Loss per share from discontinued operations

2021 2020 2019
eurocents eurocents eurocents
– Basic – – (12.80)c
– Diluted – – (12.80)c

Total comprehensive expense for the financial year from discontinued operations
2021 2020 2019
€m €m €m
Attributable to owners of the parent – – (3,535)
Note:
1 Results for the five months ended 31 August 2018 when the transaction completed.
151 Vodafone Group Plc
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Assets and liabilities held for sale

Assets and liabilities held for sale at 31 March 2021 comprise the Group’s 28.1% interest in Indus Towers. The Group’s interest in Indus Towers
has been provided as security against both certain bank borrowings (see note 21 “Borrowings”) and partly to the pledges provided to the new
Indus Towers entity under the terms of the merger between erstwhile Indus Towers and Bharti Infratel (see note 29 “Contingent liabilities and
legal proceedings”).
Assets and liabilities held for sale at 31 March 2020 comprised a 24.95% interest in Vodafone Hutchison Australia Pty Limited (‘VHA’) and the
Group’s 55% interest in Vodafone Egypt. On 26 June 2020, VHA and TPG Telecom Limited completed their merger (see note 12 “Investments in
associates and joint arrangements” for further details). On 21 December 2020, the Group announced that its discussions with Saudi Telecom
Company had ended. Consequently, the prior year comparatives in the consolidated statement of financial position have been re-presented to
reflect that Vodafone Egypt is no longer held for sale. There is no net impact on either Total assets or Total equity and liabilities, although certain
line items have been re-presented, as detailed below.
Assets and liabilities held for sale and the impact of the reclassification of Vodafone Egypt
The table below discloses the impacted line items only. The consolidated statement of financial position is on page 122 and has not
been reproduced below in its entirety.
As previously Impact of Egypt
presented reclassification Re-presented
2021 2020 2020 2020
€m €m €m €m
Non-current assets
Goodwill – 107 (107) –
Other intangible assets – 379 (379) –
Property, plant and equipment – 916 (916) –
Investments in associates and joint ventures 1,257 (412) – (412)
Trade and other receivables – 15 (15) –
1,257 1,005 (1,417) (412)
Current assets
Inventory – 13 (13) –
Taxation recoverable – 3 (3) –
Trade and other receivables – 313 (313) –
Cash and cash equivalents – 273 (273) –
– 602 (602) –

Assets held for sale 1,257 1,607 (2,019) (412)

Non-current liabilities
Borrowings – 57 (57) –
Deferred tax liabilities – 60 (60) –
Provisions – 5 (5) –
– 122 (122) –
Current liabilities
Borrowings – 150 (150) –
Taxation liabilities – 116 (116) –
Provisions – 29 (29) –
Trade and other payables – 634 (634) –
– 929 (929) –

Liabilities held for sale – 1,051 (1,051) –

152 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)

8. Earnings per share

Basic earnings per share is the amount of profit generated for the financial year attributable to equity
shareholders divided by the weighted average number of shares in issue during the year.
2021 2020 2019
Millions Millions Millions
Weighted average number of shares for basic earnings per share 29,592 29,422 27,607
Effect of dilutive potential shares: restricted shares and share options 91 – –
Weighted average number of shares for diluted earnings per share 29,683 29,422 27,607

2021 2020 2019

€m €m €m
Profit/(loss) for earnings per share from continuing operations 112 (920) (4,485)
Loss for earnings per share from discontinued operations – – (3,535)
Profit/(loss) for basic and diluted earnings per share 112 (920) (8,020)

eurocents eurocents eurocents

Basic earnings/(loss) per share from continuing operations 0.38c (3.13)c (16.25)c
Loss per share from discontinued operations – – (12.80)c
Basic earnings/(loss) per share 0.38c (3.13)c (29.05)c

eurocents eurocents eurocents

Diluted earnings/(loss) per share from continuing operations 0.38c (3.13)c (16.25)c
Diluted loss per share from discontinued operations – – (12.80)c
Diluted earnings/(loss) per share 0.38c (3.13)c (29.05)c

9. Equity dividends
Dividends are one type of shareholder return, historically paid to our shareholders in February and August.
2021 2020 2019
€m €m €m
Declared during the financial year:
Final dividend for the year ended 31 March 2020: 4.50 eurocents per share
(2019: 4.16 eurocents per share, 2018: 10.23 eurocents per share) 1,205 1,112 2,729
Interim dividend for the year ended 31 March 2021: 4.50 eurocents per share
(2020: 4.50 eurocents per share, 2019: 4.84 eurocents per share) 1,207 1,205 1,293
2,412 2,317 4,022
Proposed after the end of the year and not recognised as a liability:
Final dividend for the year ended 31 March 2021: 4.50 eurocents per share
(2020: 4.50 eurocents per share, 2019: 4.16 eurocents per share) 1,260 1,205 1,112
153 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

10. Intangible assets

The statement of financial position contains significant intangible assets, mainly in relation to goodwill and
licences and spectrum. Goodwill, which arises when we acquire a business and pay a higher amount than
the fair value of its net assets primarily due to the synergies we expect to create, is not amortised but is
subject to annual impairment reviews. Licences and spectrum are amortised over the life of the licence. For
further details see “Critical accounting judgements and key sources of estimation uncertainty” in note 1 to
the consolidated financial statements.
Accounting policies
Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future economic benefits attributed to the
asset will flow to the Group and the cost of the asset can be reliably measured. Identifiable intangible assets are recognised at fair value when
the Group completes a business combination. The determination of the fair values of the separately identified intangibles, is based, to a
considerable extent, on management’s judgement.
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
not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may be impaired. Goodwill is
denominated in the currency of the acquired entity and revalued to the closing exchange rate at each reporting period date.
Negative goodwill arising on an acquisition is recognised directly in the income statement.
On disposal of a subsidiary or a joint arrangement, the attributable amount of goodwill is included in the determination of the profit or loss
recognised in the income statement on disposal.
Finite lived intangible assets
Intangible assets with finite lives are stated at acquisition or development cost, less accumulated amortisation. The amortisation period and
method is reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits
embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in
accounting estimates.
Licence and spectrum fees
Amortisation periods for licence and spectrum fees 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 related network services.
Computer software
Computer software comprises software purchased from third parties as well as the cost of internally developed software. Computer software
licences are capitalised on the basis of the costs incurred to acquire and bring into use the specific software. Costs that are directly associated
with the production of identifiable and unique software products controlled by the Group, and are probable of producing future economic
benefits, are recognised as intangible assets. Direct costs of software development include employee costs and directly attributable overheads.
Software integral to an item of hardware equipment is classified as property, plant and equipment.
Costs associated with maintaining software programs are recognised as an expense when they are incurred.
Amortisation is charged to the income statement on a straight-line basis over the estimated useful life from the date the software is available for
use.
Other intangible assets
Other intangible assets, including brands and customer bases, are recorded at fair value at the date of acquisition. Amortisation is charged to the
income statement, over the estimated useful lives of intangible assets from the date they are available for use, on a straight-line basis. The
amortisation basis adopted for each class of intangible asset reflects the Group’s consumption of the economic benefit from that asset. From 1
April 2019, the Group revised the method of allocating the amortisation of acquired customer base intangibles over their useful economic lives
from a sum of digits calculation to a straight-line basis.
Estimated useful lives
The estimated useful lives of finite lived intangible assets are as follows:
– Licence and spectrum fees 3 - 25 years
– Computer software 3 - 5 years
– Brands 1 - 10 years
– Customer bases 2 - 32 years
154 Vodafone Group Plc
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Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
10. Intangible assets (continued)

Licence and Computer Customer

Goodwill spectrum fees software bases1 Other1 Total
€m €m €m €m €m €m
Cost:
1 April 2019 89,563 31,606 17,209 6,716 471 145,565
Exchange movements (563) (479) (196) (271) (39) (1,548)
Arising on acquisition 11,752 – 184 5,585 71 17,592
Disposal of subsidiaries (1,582) (129) (409) (66) (10) (2,196)
Additions – 1,776 2,278 – 7 4,061
Disposals – (83) (2,383) – (47) (2,513)
Other – – 85 – – 85
31 March 20202 99,170 32,691 16,768 11,964 453 161,046
Exchange movements 107 234 43 144 11 539
Arising on acquisition 87 – – 200 – 287
Additions – 896 2,462 1 8 3,367
Disposals – (293) (1,651) (1) (2) (1,947)
Other – – 211 – (4) 207
31 March 2021 99,364 33,528 17,833 12,308 466 163,499
Accumulated impairment losses and
amortisation:
1 April 2019 66,210 19,004 12,232 6,653 461 104,560
Exchange movements (103) (338) (119) (231) (34) (825)
Impairments 1,685 – – – – 1,685
Disposal of subsidiaries – (69) (305) (66) (10) (450)
Amortisation charge for the year – 1,833 2,203 349 74 4,459
Disposals – (70) (2,353) – (48) (2,471)
Other – – 79 – – 79
31 March 20202 67,792 20,360 11,737 6,705 443 107,037
Exchange movements (159) 255 3 131 11 241
Amortisation charge for the year – 1,721 2,210 488 2 4,421
Disposals – (293) (1,643) – (1) (1,937)
Other – – 189 – (1) 188
31 March 2021 67,633 22,043 12,496 7,324 454 109,950

Net book value:

31 March 20202 31,378 12,331 5,031 5,259 10 54,009
31 March 2021 31,731 11,485 5,337 4,984 12 53,549
Notes:
1 Customer bases and Other elements of intangible assets have been presented separately for the current reporting period and the comparative period has been re-presented on the same basis.
2 The comparative balances as at 31 March 2020 have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See note 7 “Discontinued operations and assets and liabilities
held for sale”. The impact of the re-presentation is to increase the net book value of Goodwill by €107 million, licence and spectrum fees by €324 million, Computer software by €57 million and
decrease Other by €2 million compared to amounts previously reported.

For licences and spectrum and other intangible assets, amortisation is included within the cost of sales line within the consolidated income
statement.
The net book value and expiry dates of the most significant licences are as follows:
2021 2020
Expiry dates €m €m
Germany 2025/2033/2040 3,564 4,208
Italy 2029/2037 3,429 3,683
2022/2023/2033/2038/
UK 2041 1,383 1,801
The remaining amortisation period for each of the licences in the table above corresponds to the expiry date of the respective licence. A
summary of the Group’s most significant spectrum licences can be found on pages 238 and 239.
155 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

11. Property, plant and equipment

The Group makes significant investments in network equipment and infrastructure – the base stations and
technology required to operate our networks – that form the majority of our tangible assets. All assets are
depreciated over their useful economic lives. For further details on the estimation of useful economic lives,
see “Critical accounting judgements and key sources of estimation uncertainty” in note 1 to the
consolidated financial statements.
Accounting policies
Land and buildings held for use are stated in the statement of financial position at their cost, less any accumulated depreciation and any
accumulated impairment losses.
Amounts for equipment, fixtures and fittings, which includes network infrastructure assets 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 losses. Depreciation of these assets commences when
the assets are ready for their intended use.
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 of assets, other than land, using the straight-line method, over their estimated useful lives, as
follows:
Land and buildings
– Freehold buildings 25 - 50 years
– Leasehold premises the term of the lease

Equipment, fixtures and fittings

– Network infrastructure and other 1 - 35 years
Depreciation is not provided on freehold land.
Right-of-use assets arising from the Group’s lease arrangements are depreciated over their reasonably certain lease term, as determined under
the Group’s leases policy (see note 20 “Leases” and “Critical accounting judgements and key sources of estimation uncertainty” in note 1 for
details).
The gain or loss arising on the disposal, retirement or granting of a finance lease on an item of property, plant and equipment is determined as
the difference between any proceeds from sale or receivables arising on a lease and the carrying amount of the asset and is recognised in the
income statement.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
11. Property, plant and equipment (continued)

Equipment,
Land and fixtures
buildings and fittings Total
€m €m €m
Cost:
1 April 2019 2,257 70,260 72,517
Exchange movements (58) (1,000) (1,058)
Arising on acquisition 49 3,642 3,691
Additions 76 5,161 5,237
Disposals (51) (3,218) (3,269)
Disposals of subsidiaries (22) (2,851) (2,873)
Other 10 311 321
31 March 20201 2,261 72,305 74,566
Exchange movements 25 188 213
Arising on acquisition 74 19 93
Additions 47 5,666 5,713
Disposals (100) (2,512) (2,612)
Other 8 308 316
31 March 2021 2,315 75,974 78,289

Accumulated depreciation and impairment:

1 April 2019 1,244 44,603 45,847
Exchange movements (21) (498) (519)
Charge for the year 109 5,886 5,995
Disposals (42) (3,145) (3,187)
Disposals of subsidiaries (17) (2,017) (2,034)
Other (4) 104 100
31 March 20201 1,269 44,933 46,202
Exchange movements 8 114 122
Charge for the year 39 5,727 5,766
Disposals (97) (2,448) (2,545)
Other (3) 77 74
31 March 2021 1,216 48,403 49,619

Net book value:

31 March 20201 992 27,372 28,364
31 March 2021 1,099 27,571 28,670
Note:
1 The comparative balances as at 31 March 2020 have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See note 7 “Discontinued operations and assets and liabilities held
for sale”. The impact of the re-presentation is to increase the net book value of owned assets including Land and buildings by €37 million and Equipment, fixtures and fittings by €818 million,
compared to amounts previously reported.

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 €15 million (2020: €34 million) and €2,243 million (2020: €1,914 million) respectively. Also included in the book
value of equipment, fixtures and fittings are assets leased out by the Group under operating leases, with a cost of €2,930 million (2020: €2,966
million), accumulated depreciation of €1,828 million (2020: €1,678 million) and net book value of €1,102 million (2020: €1,288 million).
Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant and equipment:
2021 2020
€m €m
Property, plant and equipment (owned assets) 28,670 28,364
Right-of-use assets2 12,573 11,749
31 March 41,243 40,113
Note:
2 Additions of €5,306 million (2020: €4,593 million) and a depreciation charge of €3,914 million (2020: €3,720 million) were recorded in respect of right-of-use assets during the year to 31 March
2021. The prior year comparatives have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See Note 7 “Discontinued operations and assets and liabilities held for sale”.
The impact of the re-presentation is to increase the net book value of right-of-use assets by €61 million, compared to amounts previously reported.
157 Vodafone Group Plc
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12. Investments in associates and joint arrangements

The Group holds interests in associates in Kenya and in India, where we have significant influence, as well as
in a number of joint arrangements in the UK, Italy, the Netherlands, India and Australia, where we share
control with one or more third parties. For further details see “Critical accounting judgements and key
sources of estimation uncertainty” in note 1 to the consolidated financial statements.
Accounting policies
Interests in joint arrangements
A joint arrangement is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint
control; that is, when the relevant activities that significantly affect the investee’s returns require the unanimous consent of the parties sharing
control. Joint arrangements are either joint operations or joint ventures.
Gains or losses resulting from the contribution or sale of a subsidiary as part of the formation of a joint arrangement are recognised in respect of
the Group’s entire equity holding in the subsidiary.
Joint operations
A joint operation is a joint arrangement whereby the parties that have joint control have the rights to the assets, and obligations for the liabilities,
relating to the arrangement or that other facts and circumstances indicate that this is the case. The Group’s share of assets, liabilities, revenue,
expenses and cash flows are combined with the equivalent items in the financial statements on a line-by-line basis.
Any goodwill arising on the acquisition of the Group’s interest in a joint operation is accounted for in accordance with the Group’s accounting
policy for goodwill arising on the acquisition of a subsidiary.
Joint ventures
A joint venture is a joint arrangement whereby the parties that have joint control have the rights to the net assets of the arrangement.
At the date of acquisition, 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 joint venture is recognised as goodwill. The goodwill is included within the carrying amount of the investment.
The results and assets and liabilities of joint ventures, other than those joint ventures or part thereof that are held for sale (see note 7
“Discontinued operations and assets and liabilities held for sale”), are incorporated in the consolidated financial statements using the equity
method of accounting. Under the equity method, investments in joint ventures are carried in the consolidated statement of financial position at
cost adjusted for post-acquisition changes in the Group’s share of the net assets of the joint venture, less any impairment in the value of the
investment. The Group’s share of post-tax profits or losses are recognised in the consolidated income statement. Losses of a joint venture in
excess of the Group’s interest in that joint venture are recognised only to the extent that the Group has incurred legal or constructive obligations
or made payments on behalf of the joint venture.
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 arrangement.
Significant influence is the power to participate in the financial and operating policy decisions of the investee but where the Group does not
have control or joint control over those policies.
At the date of acquisition, 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 is recognised as goodwill. The goodwill is included within the carrying amount of the investment.
The results and assets and liabilities of associates are incorporated in the consolidated financial statements using the same equity method of
accounting used for joint ventures, described above.
Joint operations
The Company’s principal joint operation has share capital consisting solely of ordinary shares and is indirectly held, and principally operates in
the UK. The financial and operating activities of the operation are jointly controlled by the participating shareholders and are primarily designed
for all but an insignificant amount of the output to be consumed by the shareholders.

Country of Percentage Percentage

incorporation or shareholdings1 shareholdings1
Name of joint operation Principal activity registration 2021 2020
Cornerstone Telecommunications Infrastructure Limited Network infrastructure UK 50.0 50.0
Note:
1 Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
12. Investments in associates and joint arrangements (continued)

Joint ventures and associates

2021 2020
€m €m
Investment in joint ventures 4,249 5,323
Investment in associates 421 508
31 March 4,670 5,831
Joint ventures
The financial and operating activities of the Group’s joint ventures are jointly controlled by the participating shareholders. The participating
shareholders have rights to the net assets of the joint ventures through their equity shareholdings. Unless otherwise stated, the Company’s
principal joint ventures all have share capital consisting solely of ordinary shares and are all indirectly held. The country of incorporation or
registration of all joint ventures is also their principal place of operation.
On 26 November 2020, the Group announced the completion of the merger between Indus Towers Limited and Bharti Infratel Limited.
(together ‘Indus Towers Limited’), an entity listed on the National Stock Exchange of India and the Bombay Stock Exchange. Vodafone holds a
28.1% shareholding in Indus Towers Limited, an associate of the Group and so is included in the associates section of this note. Prior to this
transaction, Vodafone held a 42.0% shareholding in Indus Towers Limited, a joint venture of the Group up to the merger date.
Country of Percentage Percentage
Name of joint venture incorporation or shareholdings1 shareholdings1
Principal activity registration 2021 2020
Vodafone Idea Limited2 Network operator India 44.4 44.4
VodafoneZiggo Group Holding B.V. Network operator Netherlands 50.0 50.0
Infrastructture Wireless Italiane (INWIT) S.p.A.3 Network infrastructure Italy 33.2 37.5
TPG Telecom Limited4 Network operator Australia 25.1 50.0
Indus Towers Limited Network infrastructure India – 42.0
Notes:
1 Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent.
2 At 31 March 2021 the fair value of the Group’s interest in Vodafone Idea Limited was INR 118 billion (€1,373 million) (2020: INR 40 billion (€476 million)) based on the quoted share price on the
National Stock Exchange of India.
3 At 31 March 2021 the fair value of the Group’s interest in INWIT S.p.A.was €3,026 million (2020: €3,345 million) based on the quoted share price on the Milan Stock Exchange.
4 On 26 June 2020, Vodafone Hutchison Australia Pty Limited and TPG Telecom Limited completed their merger. The merged entity was admitted to the Australian Securities Exchange (‘ASX’) on
30 June 2020 and is known as TPG Telecom Limited. At 31 March 2021 the fair value of the Group’s interest in TPG Telecom Limited was AUD 2,948 million (€1,911 million), based on the quoted
share price on ASX.

Vodafone Idea Limited

The Group’s carrying value in Vodafone Idea Limited (‘VIL’) reduced to €nil at 30 September 2019. The Group’s share of VIL’s losses not
recognised at 31 March 2021 is €3,562 million (31 March 2020: €1,804 million). Significant uncertainties exist in relation to VIL’s ability to
generate the cash flow it requires to settle or its ability to refinance its liabilities and guarantees as they fall due, including those relating to the
AGR judgement (see note 29 “Contingent liabilities and legal proceedings”).
The value of the Group’s 28.1% shareholding in Indus Towers Limited is, in part, dependent on the income generated by Indus Towers Limited
from tower rentals to major customers, including VIL. Any inability of these major customers to pay such amounts in the future may result in an
impairment in the carrying value (31 March 2021: €1.3 billion) of the Group’s investment in Indus Towers Limited.
TPG Telecom Limited / Vodafone Hutchison Australia Pty Limited
On 26 June 2020, Vodafone Hutchison Australia Pty Limited (‘VHA’) and TPG Telecom Limited (‘TPG’) completed their merger to establish a fully
integrated telecommunications operator in Australia. The merged entity was admitted to the Australian Securities Exchange (‘ASX’) on 30 June
2020 and is known as TPG Telecom Limited. Vodafone and Hutchison Telecommunications (Australia) Limited each own an economic interest
of 25.05% in the merged unit, with the remaining 49.9% listed as free float on the ASX. The Group recorded a gain of €1,043 million in relation to
the merger, which is reported in Other income/(expense) within the Consolidated income statement. The financial information presented in the
tables below includes debt held within the structure that holds the Group’s interest in TPG.
The following table provides aggregated financial information for the Group’s joint ventures as it relates to the amounts recognised in the
income statement, statement of comprehensive income and statement of financial position.

(Loss)/profit from
Investment in joint ventures continuing operations2
2021 2020 2021 2020 2019
€m €m €m €m €m
Vodafone Idea Limited – – – (2,546) (903)
VodafoneZiggo Group Holding B.V. 1,190 1,630 (232) (64) (239)
INWIT S.p.A. 2,920 3,345 3 – –
TPG Telecom Limited1 104 (466) 98 (35) (23)
Indus Towers Limited – 766 – 19 55
Other 35 48 (15) (125) (14)
Total 4,249 5,323 (146) (2,751) (1,124)
Notes:
1 Amounts presented reflect Vodafone Hutchison Australia Pty Limited results only until the date of the merger with TPG Telecom Limited on 26 June 2020, subsequent of which the combined
results are presented.
2 Total Other comprehensive (expense)/income is not materially different to (loss)/profit from continuing operations.
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Summarised financial information

Summarised financial information for each of the Group’s material joint ventures on a 100% ownership basis is set out below.
Financial information is presented for Vodafone Idea Limited (‘VIL’) for the six month period to, and as at 30 September 2020 on the basis that
full-year information in relation to VIL has not been released at the date of approval of these financial statements and as such is market sensitive
for VIL. Financial information presented for the year to, and as at 31 March 2020, has been updated to reflect the release of full year financial
information for by VIL As disclosed above, the Group’s investment in VIL was reduced to €nil in the prior financial year and the Group has not
recorded any profit or loss in respect of its share of VIL’s results since that date.

INWIT S.p.A. VodafoneZiggo Group Holding B.V. TPG Telecom Limited

2021 2020 2021 2020 2019 2021 2020 2019
€m €m €m €m €m €m €m €m
Income statement
Revenue 562 – 4,010 3,948 3,868 3,010 2,108 2,290
Operating expenses (46) – (2,058) (2,163) (2,169) (2,096) (1,489) (1,634)
Depreciation and amortisation (398) – (1,658) (1,528) (2,012) (769) (508) (494)
Other income – – 25 – – – – –
Operating profit/(loss) 118 – 319 257 (313) 145 111 162
Interest income – – – – – 1 4 3
Interest expense (101) – (658) (343) (602) (201) (256) (240)
Profit/(loss) before tax 17 – (339) (86) (915) (55) (141) (75)
Income tax (7) – (125) (42) 437 495 – –
Profit/(loss) from continuing
operations1 10 – (464) (128) (478) 440 (141) (75)

Vodafone Idea Limited

2021 2020 2019
€m €m €m
Income statement
Revenue 2,515 5,704 3,379
Operating expenses (1,689) (4,938) (2,999)
Depreciation and amortisation (1,255) (2,426) (1,364)
Other expense (1,079) (6,627) (253)
Operating loss (1,508) (8,287) (1,237)
Interest income 24 147 56
Interest expense (870) (1,740) (817)
Loss before tax (2,354) (9,880) (1,998)
Income tax – – 1
Loss from continuing
operations1 (2,354) (9,880) (1,997)
Note:
1 Total Other comprehensive income/(expense) is not materially different to profit/(loss) from continuing operations.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
12. Investments in associates and joint arrangements (continued)

INWIT S.p.A. VodafoneZiggo Group Holding B.V. TPG Telecom Limited

2021 2020 2021 2020 2021 2020
€m €m €m €m €m €m
Statement of financial position
Non-current assets 14,422 14,517 16,978 17,745 10,272 2,965
Current assets 256 288 911 752 679 767
Total assets 14,678 14,805 17,889 18,497 10,951 3,732
Equity shareholders’ funds 8,801 8,917 2,380 3,260 3,121 (2,047)
Non-current liabilities 5,536 4,907 13,025 12,974 6,884 5,146
Current liabilities 341 981 2,484 2,263 946 633
Cash and cash equivalents within current assets 120 40 330 116 268 196
Non-current liabilities excluding trade and other payables and
provisions 5,314 4,684 12,466 12,550 6,825 5,137
Current liabilities excluding trade and other payables and
provisions 185 218 1,154 1,108 83 124

Vodafone Idea Limited1

2021 2020
€m €m
Statement of financial position
Non-current assets 19,387 21,240
Current assets 2,548 3,235
Total assets 21,935 24,475
Equity shareholders’ funds (5,615) (3,475)
Non-current liabilities 21,749 15,835
Current liabilities 5,801 12,115
Cash and cash equivalents within current assets 200 320
Non-current liabilities excluding trade and other payables and
provisions 14,992 15,790
Current liabilities excluding trade and other payables and
provisions 2,917 2,979
Notes:
1 Includes certain amounts subject to an adjustment mechanism agreed as part of the formation of Vodafone Idea Limited. See note 29 “Contingent liabilities and legal proceedings” for more detail.

The Group received dividends in the year ended 31 March 2021 from VodafoneZiggo Group Holding B.V. of €209 million (2020: €148 million,
2019: €200 million) and from INWIT S.p.A of €42 million (2020: €nil).
161 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Reconciliation of summarised financial information

The reconciliation of summarised financial information presented to the carrying amount of our interest in joint ventures is set out below:
INWIT S.p.A. VodafoneZiggo Group Holding B.V. TPG Telecom Limited
2021 2020 2021 2020 2019 2021 2020 2019
€m €m €m €m €m €m €m €m
Equity shareholders’
funds/(deficit) 8,801 8,917 2,380 3,260 3,121 (2,047)
Interest in joint ventures1 2,920 3,345 1,190 1,630 50 (1,024)
Impairment – – – – – –
Goodwill – – – – 54 94
Transferred to assets held for
sale – – – – – 412
Investment proportion not
recognised – – – – – 52
Carrying value 2,920 3,345 1,190 1,630 104 (466)

Profit/(loss) from continuing

operations 10 – (464) (128) (478) 440 (141) (75)
Share of profit/(loss)1 3 – (232) (64) (239) 98 (70) (38)
Profit/(loss) proportion not
recognised – – – – – – 35 15
Share of profit/(loss) 3 – (232) (64) (239) 98 (35) (23)

Vodafone Idea Limited

2021 2020 2019
€m €m €m
Equity shareholders’
funds/(deficit) (5,615) (3,475)
Interest in joint ventures1 (2,493) (1,543)
Impairment (250) (261)
Goodwill – –
Transferred to assets held for
sale – –
Investment proportion not
recognised 2,743 1,804
Carrying value – –

(Loss)/profit from continuing

operations (2,354) (9,880) (1,997)
Share of (loss)/profit1 (1,045) (4,386) (903)
(Loss)/profit proportion not
recognised 1,045 1,840 –
Share of (loss)/profit – (2,546) (903)
Note:
1 The Group’s effective ownership percentages of Vodafone Idea Limited, VodafoneZiggo Group Holding B.V., Inwit S.p.A. and TPG Telecom Limited are 44.4%, 50.0%, 33.2% and 25.1% respectively,
rounded to the nearest tenth of one percent.

Associates
Unless otherwise stated, the Company’s principal associates all have share capital consisting solely of ordinary shares and are all indirectly held.
The country of incorporation or registration of all associates is also their principal place of operation.
Financial information for Indus Towers Limited, including comparative periods previously reported in the Joint Venture section of this note, is
disclosed here following the completion of the merger described on page 158.
Country of Percentage Percentage
incorporation or shareholding1 shareholding1
Name of associate Principal activity registration 2021 2020
Indus Towers Limited2 Network infrastructure India 28.1 –
Safaricom Limited3 Network operator Kenya 40.0 40.0
Notes:
1 Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent.
2 At 31 March 2021, the fair value of the Group’s interest in Indus Towers Limited was INR 186 billion (€2,161 million) based on the closing quoted share price on the National Stock Exchange of
India.
3 At 31 March 2021, the fair value of the Group’s interest in Safaricom Limited was KES 580 billion (€4,513 million) (2020: KES 423 billion (€3,672 million)) based on the closing quoted share price
on the Nairobi Stock Exchange. The Group also holds two non-voting shares.
162 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
12. Investments in associates and joint arrangements (continued)

The following table provides aggregated financial information for the Group’s associates as it relates to the amounts recognised in the income
statement, statement of comprehensive income and consolidated statement of financial position.
Investment in associates Profit from continuing operations1
2021 2020 2021 2020 2019
€m €m €m €m €m
Safaricom Limited 421 488 217 247 214
Indus Towers Limited1 – – 274 – –
Other – 20 (3) (1) 2
Total 421 508 488 246 216
Note:
1 The Group’s interest in Indus Towers Limited was classified as held for sale at 31 March 2021. See note 7 “Discontinued operations and assets and liabilities held for sale”.

Safaricom Limited Indus Towers Limited

2021 2020 2019 2021 2020 2019
€m €m €m €m €m €m
Income statement
Revenue 2,083 2,310 2,140 2,421 2,365 2,227
Operating expenses (1,030) (1,122) (1,078) (1,247) (1,336) (1,438)
Depreciation and amortisation (299) (295) (301) (477) (268) (305)
Other income/(expense) – – – 412 (592) –
Operating profit 754 893 761 1,109 169 484
Interest income 12 26 20 61 32 11
Interest expense (27) (18) (1) (194) (196) (79)
Profit before tax 739 901 780 976 5 416
Income tax (197) (282) (245) (168) 39 (238)
Profit from continuing operations and total
comprehensive income 542 619 535 808 44 178

Statement of financial position

Non-current assets 1,333 1,398 5,271 2,448
Current assets 438 424 1,198 562
Total assets 1,771 1,822 6,469 3,010
Equity shareholders' funds 1,045 1,212 3,083 566
Non-current liabilities 131 119 1,936 1,327
Current liabilities 595 491 1,450 1,117
Cash and cash equivalents within current assets 208 234 230 16
Non-current liabilities excluding trade and other payables and
provisions 93 101 1,656 1,095
Current liabilities excluding trade and other payables and
provisions 149 99 906 658

The reconciliation of summarised financial information presented to the carrying amount of our interest in the associate is set out below.

Equity shareholders' funds 1,045 1,212 3,083 566

Interest in joint ventures 418 485 867 238
Impairment – – – –
Goodwill 3 3 342 528
Transferred to assets held for sale – – (1,257) –
Investment proportion not recognised – – 48 –
Carrying value 421 488 – 766

Profit from continuing operations 542 619 535 808 44 178

Share of profit 217 247 214 306 19 75
(Loss)/profit proportion not recognised – – – (32) – (20)
Share of (loss)/profit 217 247 214 274 19 55
The Group received a dividend from Indus Towers Limited of €201 million (2020: €nil, 2019: €141 million) in the year ended 31 March 2021 and
a dividend from Safaricom Limited of €171m (2020: €261m).
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Annual Report 2021 Strategic report Governance Financials Other information

13. Other investments

The Group holds a number of other listed and unlisted investments, mainly comprising managed funds,
deposits and government bonds.
Accounting policies
Other investments comprising debt and equity instruments 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 fair value, including transaction costs.
Debt securities that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest
are measured at amortised cost using the effective interest method, less any impairment. Debt securities that do not meet the criteria for
amortised cost are measured at fair value through profit and loss.
Equity securities are classified and measured at fair value through other comprehensive income, there is no subsequent reclassification of fair
value gains and losses to profit or loss following derecognition of the investment.
2021 2020
€m €m
Included within non-current assets:
Equity securities1 128 77
Debt securities2 797 715
925 792
Debt securities include €0.8 billion (2020: €0.7 billion) of loan notes issued by VodafoneZiggo Holding B.V.
Current other investments comprise the following:
2021 2020
€m €m
Included within current assets:
Short-term investments:
Bonds and debt securities3,4 1,053 1,681
Managed investment funds1 2,954 2,451
4,007 4,132
Collateral assets4 3,107 1,115
Other investments5 2,045 1,842
9,159 7,089
Notes:
1 Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for
the asset or liability, either directly or indirectly.
2 Items are measured at amortised cost and the carrying amount approximates fair value.
3 Items are measured at fair value and the valuation basis is level 1 classification, which comprises financial instruments where fair value is determined by unadjusted quoted prices in active markets
for identical assets or liabilities.
4 Collateral assets are measured at amortised cost and were previously presented as part of short-term investments within bonds and debt securities.
5 €1,057 million (2020: €1,017 million) is measured at fair value and the valuation basis is level 1. The remaining items are measured at amortised cost and the carrying amount approximates fair
value.

The Group invests surplus cash positions across a portfolio of short-term investments to manage liquidity and credit risk whilst achieving
suitable returns. Collateral arrangements on derivative financial instruments result in cash being paid/(held), repayable when the derivatives are
settled. These assets do not meet the definition of cash and cash equivalents but are included in the Group’s net debt based on their liquidity.
Bonds and debt securities includes €nil (2020: €194 million) of highly liquid Japanese; €499 million (2020: €nil) German and €554 million (2020:
€nil) French government securities; €nil (2020: €1,016 million) of German government backed securities and €nil (2020: €471 million) of UK
government bonds.
Managed investment funds of €2,954 million (2020: €2,451 million) are in funds with liquidity of up to 90 days.
Collateral assets of €3,107 million (2020: €1,115 million) represents collateral paid on derivative financial instruments.
Other investments are excluded from net debt based on their liquidity and primarily consist of restricted debt securities including amounts held
in qualifying assets by Group insurance companies to meet regulatory requirements.
164 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)

14. Trade and other receivables

Trade and other receivables mainly consist of amounts owed to us by customers and amounts that we pay
to our suppliers in advance. Derivative financial instruments with a positive market value are reported within
this note as are contract assets, which represent an asset for accrued revenue in respect of goods or
services delivered to customers for which a trade receivable does not yet exist, and finance lease
receivables recognised where the Group acts as a lessor. See note 20 “Leases” for more information on the
Group’s leasing activities.
Accounting policies
Trade receivables represent amounts owed by customers where the right to receive payment is conditional only on the passage of time. Trade
receivables that are recovered in instalments from customers over an extended period are discounted at market rates and interest revenue is
accreted over the expected repayment period. Other trade receivables do not carry any interest and are stated at their nominal value. When the
Group establishes a practice of selling portfolios of receivables from time to time these portfolios are recorded at fair value through other
comprehensive income; all other trade receivables are recorded at amortised cost.
The carrying value of all trade receivables, contract assets and finance lease receivables recorded at amortised cost is reduced by allowances
for lifetime estimated credit losses. Estimated future credit losses are first recorded on the initial recognition of a receivable and are based on
the ageing of the receivable balances, historical experience and forward looking considerations. Individual balances are written off when
management deems them not to be collectible.
2021 2020
Re-presented1
€m €m
Included within non-current assets:
Trade receivables 52 68
Trade receivables held at fair value through other comprehensive income 278 261
Net investment in leases 104 118
Contract assets 528 583
Contract-related costs 580 628
Other receivables 76 84
Prepayments 247 227
Derivative financial instruments2 2,912 8,424
4,777 10,393
Included within current assets:
Trade receivables 3,625 3,848
Trade receivables held at fair value through other comprehensive income 466 556
Net investment in leases 36 32
Contract assets 3,038 3,012
Contract-related costs 1,364 1,293
Amounts owed by associates and joint ventures 184 362
Other receivables 889 916
Prepayments 1,082 953
Derivative financial instruments2 239 752
10,923 11,724
Notes:
1 The prior year comparatives have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See note 7 “Discontinued operations and assets and liabilities held for sale”. The
impact of the re-presentation is to increase Trade and other receivables within non-current assets and within current assets by €15 million and €313 million, respectively.
2 Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for
the asset or liability, either directly or indirectly.

The Group’s trade receivables and contract assets are classified at amortised cost unless stated otherwise and are measured after allowances
for future expected credit losses, see note 22 “Capital and financial risk management” for more information on credit risk.
The carrying amounts of trade and other receivables, which are measured at amortised cost, approximate their fair value and are predominantly
non-interest bearing.
The Group’s contract-related costs comprise €1,883 million (2020: €1,855 million) relating to costs incurred to obtain customer contracts and
€61 million (2020: €66 million) relating to costs incurred to fulfil customer contracts; an amortisation and impairment expense of €1,497 million
(2020: €1,475 million) was recognised in operating profit during the year.
In February 2020 €357m of trade receivables were reclassified from amortised cost to fair value through other comprehensive income as the
balances may now be sold to a third party. The fair values of the derivative financial instruments are calculated by discounting the future cash
flows to net present values using appropriate market interest rates and foreign currency rates prevailing at 31 March.
165 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

15. Trade and other payables

Trade and other payables mainly consist of amounts owed to suppliers that have been invoiced or are
accrued and contract liabilities relating to consideration received from customers in advance. They also
include taxes and social security amounts due in relation to the Group’s role as an employer. Derivative
financial instruments with a negative market value are reported within this note.
Accounting policies
Trade payables are not interest-bearing and are stated at their nominal value.

2021 2020
Re-presented1
€m €m
Included within non-current liabilities:
Other payables 424 340
Accruals 47 60
Contract liabilities 519 612
Derivative financial instruments2 3,919 4,177
4,909 5,189
Included within current liabilities:
Trade payables 6,739 6,696
Amounts owed to associates and joint ventures 36 51
Other taxes and social security payable 1,196 1,185
Other payables 2,349 2,040
Accruals3 5,688 5,077
Contract liabilities 1,971 2,081
Derivative financial instruments2 91 589
18,070 17,719
Notes:
1 The prior year comparatives have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See note 7 “Discontinued operations and assets and liabilities held for sale”. The
impact of the re-presentation is to increase Trade and other payables included within current liabilities by €634 million compared to the amount previously reported.
2 Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for
the asset or liability, either directly or indirectly.
3 Includes €339 million (2020: €nil) payable in relation to the irrevocable and non-discretionary share buyback programme announced in March 2021.

The carrying amounts of trade and other payables approximate their fair value.
Materially all of the €2,081 million recorded as current contract liabilities at 1 April 2020 was recognised as revenue during the year.
Other payables included within non-current liabilities include €383 million (2020: €294 million) in respect of the re-insurance of a third party
annuity policy related to the Vodafone and CWW Sections of the Vodafone UK Group Pension Scheme.
The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate
market interest rates and foreign currency rates prevailing at 31 March.
166 Vodafone Group Plc
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
16. Provisions
A provision is a liability recorded in the statement of financial position, where there is uncertainty over the
timing or amount that will be paid, and is therefore often estimated. The main provisions we hold are in
relation to asset retirement obligations, which include the cost of returning network infrastructure sites to
their original condition at the end of the lease and claims for legal and regulatory matters.
Accounting policies
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required
to settle that obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the Directors’ best estimate of the
expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. Where the timing of
settlement is uncertain amounts are classified as non-current where settlement is expected more than 12 months from the reporting date.
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 decommissioning. The
associated cash outflows are substantially expected to occur at the dates of decommissioning of the assets to which they relate, and are long term in nature.
Legal and regulatory
The Group is involved in a number of legal and other disputes, including where the Group has received notifications of possible claims. The
Directors of the Company, after taking legal advice, have established provisions considering the facts of each case. For a discussion of certain
legal issues potentially affecting the Group see note 29 “Contingent liabilities and legal proceedings” to the consolidated financial statements.
Other provisions
Other provisions comprise various amounts including those for restructuring costs. The associated cash outflows for restructuring costs are
primarily less than one year.
Asset
retirement Legal and
obligations regulatory Restructuring Other Total
€m €m €m €m €m
31 March 2019 757 507 434 619 2,317
Exchange movements (16) (2) (2) 5 (15)
Acquisition of subsidiaries 56 18 33 71 178
Disposal of subsidiaries (69) – (4) (2) (75)
Amounts capitalised in the year 270 – – – 270
Amounts charged to the income statement – 122 549 163 834
Utilised in the year - payments (34) (98) (452) (127) (711)
Amounts released to the income statement (9) (45) (13) (199) (266)
31 March 20201 955 502 545 530 2,532
Exchange movements 6 (11) 4 7 6
Acquisition of subsidiaries 6 – – – 6
Amounts capitalised in the year 294 – – – 294
Amounts charged to the income statement – 138 153 167 458
Utilised in the year - payments (32) (54) (243) (175) (504)
Amounts released to the income statement (7) (47) (33) (66) (153)
31 March 2021 1,222 528 426 463 2,639
Note:
1 The comparative balances as at 31 March 2020 have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See Note 7 “Discontinued operations and assets and liabilities
held for sale”. The impact of the re-presentation is to increase non-current provisions by €5 million and current provisions by €29 million, respectively, compared to amounts previously reported.
167 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Provisions have been analysed between current and non-current as follows:

31 March 2021
Asset
retirement Legal and
obligations regulatory Restructuring Other Total
€m €m €m €m €m
Current liabilities 43 273 353 223 892
Non-current liabilities 1,179 255 73 240 1,747
1,222 528 426 463 2,639
31 March 2020
Asset
retirement Legal and
obligations regulatory Restructuring Other Total
€m €m €m €m €m
Current liabilities 23 319 415 296 1,053
Non-current liabilities 932 183 130 234 1,479
955 502 545 530 2,532

17. Called up share capital

Called up share capital is the number of shares in issue at their par value. A number of shares were allotted
during the year in relation to employee share schemes.
Accounting policies
Equity instruments issued by the Group are recorded at the amount of the proceeds received, net of direct issuance costs.
2021 2020
Number €m Number €m
Ordinary shares of 20 20⁄21 US cents each allotted,
issued and fully paid:1, 2, 3
1 April 28,815,914,978 4,797 28,815,258,178 4,796
Allotted during the year 920,800 – 656,800 1
31 March 28,816,835,778 4,797 28,815,914,978 4,797
Notes:
1 At 31 March 2021 there were 50,000 (2020: 50,000) 7% cumulative fixed rate shares of £1 each in issue.
2 At 31 March 2021 the Group held 592,642,309 (2020: 2,043,750,434) treasury shares with a nominal value of €99 million (2020: €340 million). The market value of shares held was €918 million
(2020: €2,610 million). During the year, 63,830,400 (2020: 49,629,851) treasury shares were reissued under Group share schemes.
3 On 5 March 2019 the Group announced the placing of subordinated mandatory convertible bonds totalling £1.72 billion with a 2 year maturity date in 2021 and £1.72 billion with a 3 year
maturity date due in 2022. During the year, 1,426,788,937 treasury shares were issued in settlement of tranche 1 of the maturing subordinated mandatory convertible bond. The remaining bonds
are convertible into a total of 1,426,793,872 ordinary shares with a conversion price of £1.2055 per share. For further details see note 21 “Borrowings”.
168 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
18. Reconciliation of net cash flow from operating activities
The table below shows how our profit/(loss) for the year from continuing operations translates into cash
flows generated from our operating activities.
2021 2020 2019
Notes €m €m €m
Profit/(loss) for the financial year 536 (455) (7,644)
Loss for the financial year from discontinued operations 7 – – 3,535
Profit/(loss) for the financial year from continuing operations 536 (455) (4,109)
Non-operating expense – 3 7
Investment income 5 (330) (248) (433)
Financing costs 5 1,027 3,549 2,088
Income tax expense 6 3,864 1,250 1,496
Operating profit/(loss) 5,097 4,099 (951)
Adjustments for:
Share-based payments and other non-cash charges 146 146 147
Depreciation and amortisation 10, 11 14,101 14,174 9,795
Loss on disposal of property, plant and equipment and intangible assets 17 51 33
Share of result of equity accounted associates and joint ventures 12 (342) 2,505 908
Impairment losses 4 – 1,685 3,525
Other (income)/expense (568) (4,281) 148
(Increase)/decrease in inventory (68) 68 (131)
Decrease/(Increase) in trade and other receivables 14 582 (38) (31)
(Decrease)/increase in trade and other payables 15 (730) (100) 739
Cash generated by operations 18,235 18,309 14,182
Net tax paid (1,020) (930) (1,131)
Cash flows from discontinued operations – – (71)
Net cash flow from operating activities 17,215 17,379 12,980

19. Cash and cash equivalents

The majority of the Group’s cash is held in bank deposits or money market funds which have a maturity of
three months or less from acquisition to enable us to meet our short-term liquidity requirements.
Accounting policies
Cash and cash equivalents comprise cash in 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 value. Assets in money market funds, whose contractual cash
flows do not represent solely payments of interest and principal, are measured at fair value with gains and losses arising from changes in fair
value included in net profit or loss for the period. All other cash and cash equivalents are measured at amortised cost.
2021 2020
Re-presented1
€m €m
Cash at bank and in hand 2,705 2,220
Repurchase agreements and bank deposits – 2,202
Money market funds2 3,116 9,135
Cash and cash equivalents as presented in the statement of financial position1 5,821 13,557
Bank overdrafts (31) (269)
Cash and cash equivalents as presented in the statement of cash flows 5,790 13,288
Notes:
1 The prior year comparatives have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See Note 7 “Discontinued operations and assets and liabilities held for sale”. The
impact of the re-presentation is to increase cash and cash equivalents as presented in the statement of financial position by €273 million.
2 Items are measured at fair value and the valuation basis is level 1 classification, which comprises financial instruments where fair value is determined by unadjusted quoted prices in active markets.

The carrying amount of balances at amortised cost approximates their fair value.
Cash and cash equivalents of €1,741 million (2020: €1,460 million) are held in countries with restrictions on remittances but where the balances
could be used to repay subsidiaries’ third party liabilities. In addition, those balances could also be used to repay €879 million (2020: €885
million) of intercompany liabilities as at 31 March 2021.
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20. Leases
The Group leases assets from other parties (the Group is a lessee) and also leases assets to other parties (the
Group is a lessor). This note describes how the Group accounts for leases and provides details about its lease
arrangements.
Lease accounting policy under IFRS 16
As a lessee
When the Group leases an asset, a ‘right-of-use asset’ is recognised for the leased item and a lease liability is recognised for any lease payments
to be paid over the lease term at the lease commencement date. The right-of-use asset is initially measured at cost, being the present value of
the lease payments paid or payable, plus any initial direct costs incurred in entering the lease and less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis from the commencement date to the earlier of the end of the asset’s useful life or
the end of the lease term. The lease term is the non-cancellable period of the lease plus any periods for which the Group is ‘reasonably certain’
to exercise any extension options (see below). The useful life of the asset is determined in a manner consistent to that for owned property, plant
and equipment (as described in note 11). If right-of-use assets are considered to be impaired, the carrying value is reduced accordingly.
Lease liabilities are initially measured at the value of the lease payments over the lease term that are not paid at the commencement date and
are usually discounted using the incremental borrowing rates of the applicable Group entity (the rate implicit in the lease is used if it is readily
determinable). Lease payments included in the lease liability include both fixed payments and in-substance fixed payments during the term of
the lease.
After initial recognition, the lease liability is recorded at amortised cost using the effective interest method. It is remeasured when there is a
change in future lease payments arising from a change in an index or rate (e.g. an inflation related increase) or if the Group’s assessment of the
lease term changes; any changes in the lease liability as a result of these changes also results in a corresponding change in the recorded right-
of-use asset.
As a lessor
Where the Group is a lessor, it determines at inception whether the lease is a finance or an operating lease. When a lease transfers substantially
all the risks and rewards of ownership of the underlying asset then the lease is a finance lease; otherwise the lease is an operating lease.
Where the Group is an intermediate lessor, the interests in the head lease and the sub-lease are accounted for separately and the lease
classification of a sub-lease is determined by reference to the right-of-use asset arising from the head lease.
Income from operating leases is recognised on a straight-line basis over the lease term. Income from finance leases is recognised at lease
commencement with interest income recognised over the lease term.
Lease income is recognised as revenue for transactions that are part of the Group’s ordinary activities (primarily leases of handsets or other
equipment to customers, leases of wholesale access to the Group’s fibre and cable networks). The Group uses IFRS 15 principles to allocate the
consideration in contracts between any lease and non-lease components.
Accounting policies under IAS 17 and IFRIC 4 for the year ended 31 March 2019
The Group adopted IFRS 16 on 1 April 2019 using the modified retrospective approach and comparative information was not restated. Financial
information for the year ended 31 March 2019 is reported in accordance with IAS 17 and IFRIC 4, as described below.
As a lessee
Leases were classified as finance leases whenever the terms of the lease transferred substantially all the risks and rewards of ownership of the
asset to the lessee; all other leases were classified as operating leases.
Assets held under finance leases were 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 was included in the
statement of financial position as a finance lease obligation. Lease payments were 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. Depreciation and finance charges were
recognised in the income statement.
Rentals payable under operating leases were charged, and lease incentives received, were credited to the income statement on a straight-line
basis over the term of the relevant lease.
As a lessor
Lessor accounting applied for the year ended 31 March 2019 was consistent with that described for IFRS 16 above, except for the lease
classification, as a finance or operating lease, of a sub-lease which was determined by reference to the underlying asset.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
20. Leases (continued)

The Group’s leasing activities

As a lessee
The Group leases buildings for its retail stores, offices and data centres, land on which to construct mobile base stations, space on mobile base
stations to place active RAN equipment and network space (primarily rack space or duct space). In addition, the Group leases fibre and other
fixed connectivity to provide internal connectivity for the Group’s operations and on a wholesale basis from other operators to provide fixed
connectivity services to the Group’s customers.
The Group’s general approach to determining lease term by class of asset is described in note 1 under critical accounting judgements and key
sources of estimation uncertainty.
Most of the Group’s leases include future price increases through fixed percentage increases, indexation to inflation measures on a periodic
basis or rent review clauses. Other than fixed percentage increases the lease liability does not reflect the impact of these future increases unless
the measurement date has passed. The Group’s leases contain no material variable payments clauses other than those related to the number of
operators sharing space on third party mobile base stations.
The Group sub-leases excess retail and office properties under both operating and finance leases; see disclosure on the Group’s leasing activities
as a lessor below.
Operational lease periods
Where practicable the Group seeks to include extension or break options in leases to provide operational flexibility, therefore many of the
Group’s lease contracts contain optional periods. The Group’s policy on assessing and reassessing whether it is reasonably certain that the
optional period will be included in the lease term is described in note 1 under critical accounting judgements and key sources of estimation
uncertainty.
After initial recognition of a lease, the Group only reassesses the lease term when there is a significant event or a significant change in
circumstances, which was not anticipated at the time of the previous assessment. Significant events or significant changes in circumstances
could include merger and acquisition or similar activity, significant expenditure on the leased asset not anticipated in the previous assessment,
or detailed management plans indicating a different conclusion on optional periods to the previous assessment. Where a significant event or
significant change in circumstances does not occur, the lease term and therefore lease liability and right-of-use asset value, will decline over
time.
The Group’s cash outflow for leases in the year ended 31 March 2021 was €4,234 million (2020: €3,902 million) and, absent significant future
changes in the volume of the Group’s activities or strategic changes to use more or fewer owned assets this level of cash outflow from leases
would be expected to continue for future periods, subject to contractual price increases. The future cash outflows included within lease liabilities
are shown in the maturity analysis below on page 171. The maturity analysis only includes the reasonably certain payments to be made; cash
outflows in these future periods will likely exceed these amounts as payments will be made on optional periods not considered reasonably
certain at present and on new leases entered into in future periods.
The Group’s leases for customer connectivity are normally either under regulated access or network sharing or similar preferential access
arrangements and as a result the Group normally has significant flexibility over the term it can lease such connections for; generally the notice
period required to cancel the lease is less than the notice period included in the service contract with the end customer. As a result, the Group
does not have any significant cash exposure to optional periods on customer connectivity as the Group can cancel the lease when the service
agreement ends. In some circumstances the Group is committed to minimum spend amounts for connectivity leases, which are included within
reported lease liabilities.
Sale and leaseback
In the year ended 31 March 2020, the Group sold its Italian mobile base station assets to Infrastrutture Wireless Italiane S.p.A. (‘INWIT’) (see note
27 “Acquisitions and disposals” for additional details), and entered into an agreement to lease back space on these and other INWIT mobile base
station towers to locate network equipment for 8 years (see note 30 “Related party transactions”). The Group de-recognised assets related to
the mobile base stations with a net book value of €548 million. A total gain on disposal of €4,100 million was realised as a result of the disposal;
€744 million of this gain, reflecting the gain on the proportion of sold towers that has been retained through the leaseback, was recorded in the
year ended 31 March 2020 as a reduction in the value of the right-of-use asset recognised for the leaseback of tower space and will be realised
as a reduction in depreciation over the lease term.
Other sale and leaseback transactions entered into by the Group were not material, individually or in aggregate.
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Amounts recognised in the primary financial statements in relation to lessee transactions

Right-of-use assets
The carrying value of the Group’s right-of-use assets, depreciation charge for the year and additions during the year are disclosed in note 11
“Property, plant and equipment”.
Lease liabilities
The Group’s lease liabilities are disclosed in note 21 “Borrowings”. The maturity profile of the Group’s lease liabilities is as follows:
2021 2020
Re-presented1
€m €m

Within one year 3,419 3,198

In more than one year but less than two years 2,142 2,018
In more than two years but less than three years 1,661 1,542
In more than three years but less than four years 1,457 1,337
In more than four years but less than five years 1,316 1,128
In more than five years 4,696 4,443
14,691 13,666
Effect of discounting (1,659) (1,548)
Lease liability (note 21 "Borrowings") 13,032 12,118
Note:
1 The prior year comparatives have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See Note 7 “Discontinued operations and assets and liabilities held for sale”. The
impact of the re-presentation is to increase total undiscounted lease liabilities by €75 million and total discounted lease liabilities by €55 million, respectively, compared to the amount previously
reported.

At 31 March 2021 the Group has entered into lease contracts with payment obligations with an undiscounted value of €82 million (2020: €67
million) that had not commenced at 31 March 2021.
Interest expense on lease liabilities for the year is disclosed in note 5 “Investment income and financing costs”.
The Group has no material liabilities under residual value guarantees and makes no material payments for variable payments not included in
the lease liability. The Group does not apply either the short term or low value expedient options in IFRS 16.
As a lessor
The Group has a wide range of lessor activities with consumer and enterprise customers, other telecommunication companies and other
companies. With consumer and enterprise customers, the Group generates lease income from the provision of handsets, routers and other
communications equipment. The Group provides wholesale access to the Group’s fibre and cable networks and leases out space on the Group’s
owned mobile base stations to other telecommunication companies. In addition, the Group sub-leases retail stores to franchise partners in
certain markets and leases out surplus assets (e.g. vacant offices and retail stores) to other companies.
Lessor transactions are classified as operating or finance leases based on whether the lease transfers substantially all of the risks and rewards
incidental to ownership of the asset. Leases are individually assessed, but generally, the Group’s lessor transactions are classified as:
- Operating leases where the Group is lessor of space on owned mobile base stations, provides wholesale access to its fibre and cable
networks or provides routers or similar equipment to fixed customers; and
- Finance leases where the Group is sub-lessor of handsets or similar items in back-to-back arrangements or where surplus assets are sublet
out for all or substantially all of the remaining head lease term.
The Group’s income as a lessor in the year is as follows:
2021 2020
€m €m
Operating leases
Lease revenue (note 2 "Revenue disaggregation and segmental analysis") 559 502
Income from leases not recognised as revenue 180 203
The Group’s net investments in leases are disclosed in note 14 “Trade and other receivables”. The committed amounts to be received from the
Group’s operating leases are as follows:

Maturity
Within one In one to two In two to In three to four In four to five In more than
year years three years years years five years Total
€m €m €m €m €m €m €m
31 March 2021
Committed operating lease income due to the
Group as a lessor 510 261 175 134 115 395 1,590

31 March 2020
Committed operating lease income due to the
Group as a lessor 442 211 114 53 44 223 1,087
The Group has no material lease income arising from variable lease payments.
172 Vodafone Group Plc
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Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)

21. Borrowings
The Group’s sources of borrowing for funding and liquidity purposes come from a range of committed bank
facilities and through short-term and long-term issuances in the capital markets including bond and
commercial paper issues and bank loans. Liabilities arising from the Group’s lease arrangements are also
reported in borrowings; see note 20 “Leases”. We manage the basis on which we incur interest on debt
between fixed interest rates and floating interest rates depending on market conditions using interest rate
derivatives. The Group enters into foreign exchange contracts to mitigate the impact of exchange rate
movements on certain monetary items.
Accounting policies
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. Where they are identified as a hedged item in a designated fair value hedge
relationship, fair value adjustments are recognised in accordance with our policy (see note 22 “Capital and financial risk management”). Any
difference between the proceeds net of transaction costs and the amount due on settlement or redemption of borrowings is recognised over
the term of the borrowing. Where bonds issued with certain conversion rights are identified as compound instruments they are initially
measured at fair value with the nominal amounts recognised as a component in equity and the fair value of future coupons included in
borrowings. These are subsequently measured at amortised cost using the effective interest rate method.
Borrowings
2021 2020
Re-presented1
€m €m
Non-current borrowings
Bonds (44,634) (47,500)
Bank loans (761) (1,500)
Lease liabilities (note 20) (9,909) (9,134)
Bank borrowings secured against Indian assets (385) (1,346)
Other borrowings2 (3,583) (3,469)
(59,272) (62,949)
Current borrowings
Bonds (2,251) (1,912)
Bank loans (658) (1,380)
Lease liabilities (note 20) (3,123) (2,984)
Collateral liabilities (962) (5,292)
Bank borrowings secured against Indian assets (862) –
Other borrowings (632) (408)
(8,488) (11,976)
Borrowings (67,760) (74,925)
Notes:
1 The prior year comparatives have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See Note 7 “Discontinued operations and assets and liabilities held for sale”. The
impact of the re-presentation is to increase current borrowings and non-current borrowings by €150 million and €57 million, respectively, compared to amounts previously reported.
2 Includes €3,312 million (2020: €3,215 million) of spectrum licence payables.

The fair value of the Group’s financial assets and financial liabilities held at amortised cost approximate to fair value with the exception of long-
term bonds with a carrying value of €44,634 million (2020: €47,500 million) which have a fair value of €48,630 million (2020: €48,216 million).
Fair value is based on level 1 of the fair value hierarchy using quoted market prices.
The Group’s borrowings include certain bonds which have been designated in hedge relationships, which are carried at €1.4 billion higher than
their euro equivalent redemption value. In addition, where bonds are issued in currencies other than euros, the Group has entered into foreign
currency swaps to fix the euro cash outflows on redemption. The impact of these swaps are not reflected in borrowings and would decrease the
euro equivalent redemption value of the bonds by €0.1 billion.
Commercial paper programmes
We currently have US and euro commercial paper programmes of US$15 billion and €8 billion respectively which are available to be used to
meet short-term liquidity requirements. At 31 March 2021 €nil (2020: €nil) was drawn under the euro commercial paper programme. The US
commercial paper programme remained undrawn.
The commercial paper facilities were supported by US$4.0 billion (€3.4 billion) and €4.0 billion of syndicated committed bank facilities. No
amounts had been drawn under these facilities.
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Bonds
We have a €30 billion euro medium-term note programme and a US shelf programme which are used to meet medium to long-term funding
requirements. At 31 March 2021 the total amounts in issue under these programmes split by currency were USD22.9 billion, €18.4 billion, £3
billion, AUD1.2 billion, HKD2.1 billion, NOK2.2 billion, CHF0.7 billion and JPY10 billion.
At 31 March 2021 the Group had bonds outstanding with a nominal value equivalent to €45.4 billion. During the year ended 31 March 2021,
bonds with a nominal value of €2 billion were issued under stand-alone documentation and bonds with a nominal value €2.2 billion were issued
by Vantage Towers A.G. under their own €5 billion debt issuance programme.
In March 2021, the Group also repurchased its own bonds with a nominal value of €1.5 billion and USD2.1 billion.
Bonds mature between 2021 and 2059 (2020: 2020 and 2059) and have interest rates between 0.0% and 7.875% (2020: 0.0% and 7.875%).
Mandatory convertible bonds
On 12 March 2019 the Group issued £3.4 billion of subordinated mandatory convertible bonds (‘MCBs’) split into two equal tranches of £1.7
billion, the first tranche matured on 12 March 2021 and the second tranche matures on 12 March 2022 with coupons of 1.2% and 1.5%
respectively. These were recognised as compound instruments with nominal values of £3.4 billion (€3.8 billion) recognised as a component of
shareholders’ funds in equity and the fair value of future coupons £0.1 billion (€0.1billion) recognised as a financial liability in borrowings. At 31
March 2021, the conversion price of the bonds was £1.2055 per share. The Group’s strategy is to hedge the equity risk associated with the MCB
issuance to any future movement in its share price by an option strategy designed to hedge the economic impact of share price movements
during the term of the bonds. Should the Group decide to buy back ordinary shares to mitigate dilution resulting from the conversion the
hedging strategy will provide a hedge for the repurchase price.
Treasury shares
The Group held a maximum of 2,043,732,147 (2020: 2,091,894,691) of its own shares during the year which represented 7.1% (2020: 7.3%) of
issued share capital at that time.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
22. Capital and financial risk management
This note details the treasury management and financial risk management objectives and policies, as well
as the exposure and sensitivity of the Group to credit, liquidity, interest and foreign exchange risk, and the
policies in place to monitor and manage these risks.
Accounting policies
Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Group’s consolidated statement of financial
position when the Group becomes a party to the contractual provisions of the instrument.
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 provides 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.
Financial liabilities under put option arrangements
The Group has an obligation to pay a fixed rate of return to minority equity shareholders in the Group’s subsidiary Kabel Deutschland AG, under
the terms of a court-imposed domination and profit and loss transfer agreement. This agreement also provides the minority shareholders the
option to put their shareholding to Vodafone at a fixed price per share. The obligation to purchase the shares has been recognised as a financial
liability and no non-controlling interests are recognised in respect of minority shareholders. Interest costs are accrued at the agreed rate of
return and recognised in financing 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 which it manages using derivative
financial instruments. 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. The Group does not use derivative
financial instruments for speculative purposes.
The Group designates certain derivatives as:
− hedges of the change in fair value of recognised assets and liabilities (‘fair value hedges’);
− hedges of highly probable forecast transactions or hedges of foreign currency or interest rate risks of firm commitments (‘cash flow hedges’); or
− hedges of net investments in foreign operations.
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. Changes in values of all derivatives of a financing nature are included within investment income and financing costs in the
income statement unless designated in an effective cash flow hedge relationship or a hedge of a net investment in foreign operations when the
effective portion of changes in value are deferred to other comprehensive income. Hedge effectiveness is determined at the inception of the
hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the
hedged item and hedging instrument. For fair value hedges, the carrying value of the hedged item is also adjusted for changes in fair value for
the hedged risk, with gains and losses recognised in the income statement for the period.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge
accounting. When hedge accounting is discontinued, any gain or loss recognised in other comprehensive income at that time remains in equity
and is recognised in the income statement when the hedged transaction is ultimately recognised in the income statement.
For cash flow hedges, when the hedged item is recognised in the income statement, amounts previously recognised in other comprehensive
income and accumulated in equity for the hedging instrument are reclassified to the income statement. However, when the hedged transaction
results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognised in other comprehensive
income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or
nonǦfinancial liability. If a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately
in the income statement.
For net investment hedges, gains and losses accumulated in other comprehensive income are included in the income statement when the
foreign operation is disposed of.
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Capital management
The following table summarises the capital of the Group at 31 March:
2021 2020
Re-presented1
€m €m
Borrowings (note 21) 67,760 74,925
Cash and cash equivalents (note 19) (5,821) (13,557)
Derivative financial instruments included in trade and other receivables (note 14) (3,151) (9,176)
Derivative financial instruments included in trade and other payables (note 15) 4,010 4,767
Short-term investments (note 13) (4,007) (4,132)
Collateral assets (note 13) (3,107) (1,115)
Financial liabilities under put option arrangements 492 1,850
Equity 57,816 62,625
Capital 113,992 116,187
Note:
1 The prior year comparatives have been re-presented to reflect that Vodafone Egypt is no longer held for sale, as outlined in the notes referenced above.

The Group’s policy is to borrow centrally using a mixture of long-term and short-term capital market issues and borrowing facilities to meet
anticipated funding requirements. These borrowings, together with cash generated from operations, are loaned internally or contributed as
equity to certain subsidiaries.
Dividends from associates and to non-controlling shareholders
Dividends from our associates are generally paid at the discretion of the Board of Directors or shareholders of the individual operating and
holding companies, and we have no rights to receive dividends except where specified within certain of the Group’s shareholders’ agreements.
Similarly, other than ongoing dividend obligations to the Kabel Deutschland A.G. minority shareholders, should they continue to hold their
minority stake, we do not have existing obligations under shareholders’ agreements to pay dividends to non-controlling interest partners of our
subsidiaries or joint ventures. The amount of dividends received and paid in the year are disclosed in the consolidated statement of cash flows.
Potential cash outflows from option agreements and similar arrangements
Put options issued as part of the hedging strategy for the MCBs permit the holders to exercise against the Group at maturity of the option if
there is a decrease in our share price. Under the terms of the options, settlement must be made in cash which will equate to the reduced value
of shares from the initial conversion price, adjusted for dividends declared, on 2,494 million shares.
Sale of trade receivables
During the year, the Group sold certain trade receivables to a number of financial institutions. Whilst there are no repurchase obligations in
respect of these receivables, the Group provided credit guarantees which would only become payable if default rates were significantly higher
than historical rates. The credit guarantee is not considered substantive and substantially all risks and rewards associated with the receivables
passed to the purchaser at the date of sale, therefore the receivables were derecognised. The maximum payable under the guarantees at 31
March 2021 was €1,503 million (2020: €1,283 million). No provision has been made in respect of these guarantees as the likelihood of a cash
outflow has been assessed as remote.
Supplier financing arrangements
The Group offers suppliers the opportunity to use supply chain financing (‘SCF’). SCF allows suppliers that decide to use it to receive funding
earlier than the invoice due date. At 31 March 2021, the financial institutions that run the SCF programmes had purchased €2.3 billion (2020:
€2.4 billion) of supplier invoices, principally from larger suppliers. The Group does not provide any financial guarantees to the financial
institutions under this programme and continues to cash settle supplier payables in accordance with their contractual terms. As such, the
programme does not change the Group’s net debt, trade payable balances or cash flows.
The Group evaluates supplier arrangements against a number of indicators to assess if the payable continues to hold the characteristics of a
trade payable or should be classified as borrowings; these indicators include whether the payment terms exceed the shorter of customary
payment terms in the industry or 180 days. At 31 March 2021, none of the payables subject to supplier financing arrangements met the criteria
to be reclassified as borrowings.
Financial risk management
The Group’s treasury function centrally manages the Group’s funding requirement, net foreign exchange exposure, interest rate management
exposures and counterparty risk arising from investments and derivatives. Treasury operations are conducted within a framework of policies and
guidelines authorised and reviewed by the Board, most recently in May 2021. A treasury risk committee comprising of the Group’s Chief
Financial Officer, Group General Counsel and Company Secretary, Group Financial Controller, Group Corporate Finance Director, Group Treasury
Director and Group Director of Financial Controlling and Operations meets three times a year to review treasury activities and its members
receive management information relating to treasury activities on a quarterly basis. The Group’s accounting function, which does not report to
the Group Treasury Director, provides regular update reports of treasury activity to the Board. The Group’s Internal Auditor reviews the internal
control environment regularly.
No bonds issued by the Group or the Revolving Credit Facilities are subject to financial covenant ratios. Approximately €35 billion of issued bonds
have a change of control clause. Only €350 million of EIB loans have a financial covenant requirement, which broadly equates to a net debt to
EBITDA calculation. As at 31 March 2021, Vodafone was compliant with this financial covenant. The Group uses a number of derivative instruments
for currency and interest rate risk management purposes only that are transacted by specialist treasury personnel. The Group mitigates banking
sector credit risk by the use of collateral support agreements.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
22. Capital and financial risk management (continued)

COVID-19
The Group did not experience any significant issues as a result of disruption to financial markets as a result of COVID in FY21. The ongoing
macro economic impact appears to be reducing, but remains uncertain. The Group’s financial risk management policies seek to reduce the
Group’s exposure to any future disruption to financial markets, including any future impacts from COVID.
The Group has combined cash and cash equivalent and short-term investments of €9.8 billion, providing significant headroom over short-term
liquidity requirements. Additionally the Group maintains undrawn revolving credit facilities of €7.4 billion euro equivalent. As at 31 March 2021
and after hedging, substantially all the Group’s borrowings are held on a fixed interest basis, mitigating exposure to interest rate risk. The Group
has no significant currency exposures other than positions in economic hedging relationships. The Group’s credit risk under financing activities is
spread across a portfolio of highly rated institutions to reduce counterparty exposures and derivative balances are substantially all collateralised.
The Group’s operating activities result in customer credit risk, for which provisions for expected credit losses are recognised. This customer
related credit risk is generally short-term in duration and while COVID impacts on our customers had no material impact on credit loss
provisioning at 31 March 2021.
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a financial loss for the Group. The Group is
exposed to credit risk from its operating activities and from its financing activities, the Group considers its maximum exposure to credit risk at 31
March to be:
2021 2020
Re-presented1
€m €m
Cash at bank and in hand (note 19) 2,705 2,220
Repurchase agreements and bank deposits (note 19) – 2,202
Money market funds (note 19) 3,116 9,135
Managed investment funds (note 13) 2,954 2,451
Current bonds and debt securities (note 13) 1,053 1,681
Non-current debt securities (note 13) 797 715
Collateral assets (note 13) 3,107 1,115
Other investments (note 13) 2,045 1,842
Derivative financial instruments (note 14) 3,151 9,176
Trade receivables (note 14)2 5,924 6,017
Contract assets and other receivables (note 14) 4,531 4,595
Performance bonds and other guarantees (note 29) 2,728 3,322
32,111 44,471
Note:
1 The prior year comparatives have been re-presented to reflect that Vodafone Egypt is no longer held for sale and to include guarantees on trade receivables, performance bonds and other
guarantees.
2 Includes amounts guaranteed under sales of trade receivables.

Expected credit loss

The Group has financial assets classified and measured at amortised cost and fair value through other comprehensive income that are subject
to the expected credit loss model requirements of IFRS 9. Cash at bank and in hand and certain other investments are both classified and
measured at amortised cost and subject to these impairment requirements. However, the identified expected credit loss is considered to be
immaterial.
Information about expected credit losses for trade receivables and contract assets can be found under “operating activities” on page 177.
Financing activities
The Group invests in government securities on the basis they generate a fixed rate of return and are amongst the most creditworthy of
investments available.
Money market investments are made in accordance with established internal treasury policies which dictate that an investment’s long-term
credit rating is no lower than mid BBB. Additionally, the Group invests in AAA unsecured money market mutual funds where the investment is
limited to 10% of each fund.
The Group has two managed investment funds that hold fixed income euro securities with an average credit quality of AA.
In respect of financial instruments used by the Group’s treasury function, the aggregate credit risk the Group may have with one counterparty is
limited by (i) reference to the long-term credit ratings assigned for that counterparty by Moody’s, Fitch Ratings and Standard & Poor’s; (ii) that
counterparty’s five year credit default swap (‘CDS’) spread; and (iii) the sovereign credit rating of that counterparty’s principal operating
jurisdiction. Furthermore, collateral support agreements reduce the Group’s exposure to counterparties who must post cash collateral when
there is value due to the Group under outstanding derivative contracts that exceeds a contractually agreed threshold amount. When value is
due to the counterparty the Group is required to post collateral on identical terms. Such cash collateral is adjusted daily as necessary.
177 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

In the event of any default, ownership of the cash collateral would revert to the respective holder at that point. Detailed below is the value of the
cash collateral, which is reported within current borrowings, held by the Group at 31 March:
2021 2020
€m €m
Collateral liabilities 962 5,292
As discussed in note 29 “Contingent liabilities and legal proceedings”, the Group has covenanted to provide security in favour of the trustee of
the Vodafone Group UK Pension Scheme in respect of the funding deficit in the scheme and pledged security in relation to the Indus Towers
merger. The Group has also pledged cash as collateral against derivative financial instruments as disclosed in note 13 “Other investments”.

Operating activities
Customer credit risk is managed by the Group’s business units which each have policies, procedures and controls relating to customer credit
risk management. Outstanding trade receivables and contract assets are regularly reviewed to monitor any changes in credit risk with
concentrations of credit risk considered to be limited given that the Group’s customer base is large and unrelated. The Group applies the
simplified approach and records lifetime expected credit losses for trade receivables and contract assets. Expected credit losses are measured
using historical cash collection data for periods of at least 24 months wherever possible and grouped into various customer segments based on
product or customer type. The historical loss rates are adjusted where macroeconomic factors, for example changes in interest rates or
unemployment rates, or other commercial factors are expected to have a significant impact when determining future expected credit loss rates.
For trade receivables the expected credit loss provision is calculated using a provision matrix, in which the provision increases as balances age,
and for receivables paid in instalments and contract assets a weighted loss rate is calculated to reflect the period over which the amounts
become due for payment by the customer. Trade receivables and contract assets are written off when each business unit determines there to
be no reasonable expectation of recovery and enforcement activity has ceased.
Movements in the allowance for expected credit losses during the year were as follows:
Trade receivables held
Trade receivables held at fair value through
Contract assets at amortised cost other comprehensive income
2021 2020 2021 2020 2021 20201
€m €m €m €m €m €m
1 April 137 129 1,431 1,347 51 40
Exchange movements 2 (2) (47) (26) – –
Amounts charged to credit losses on financial assets 63 73 592 576 9 11
Other1 (101) (63) (496) (466) (3) –
31 March2 101 137 1,480 1,431 57 51
Notes:
1 Primarily utilisation of the provision.
2 The prior year comparatives have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See Note 7 “Discontinued operations and assets and liabilities held for sale”. The
impact of the re-presentation is to increase the allowance for expected credit losses on trade receivables held at amortised cost by €65 million, compared to amounts previously reported.

Expected credit losses are presented as net impairment losses within operating profit and subsequent recoveries of amounts previously written
off are credited against the same line item.
178 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
22. Capital and financial risk management (continued)

The majority of the Group’s trade receivables are due for maturity within 90 days and largely comprise amounts receivable from consumers and business
customers.
The following table presents information on trade receivables past due¹ and their associated expected credit losses:
Trade receivables at amortised cost past due
30 days 31–60 61–180 180
31 March 2021 Due or less days days days+ Total
€m €m €m €m €m €m
Gross carrying amount 2,568 717 177 405 1,290 5,157
Expected credit loss allowance (30) (72) (62) (211) (1,105) (1,480)
Net carrying amount 2,538 645 115 194 185 3,677

Trade receivables at amortised cost past due

30 days 31–60 61–180 180
31 March 2020 2
Due or less days days days+ Total
€m €m €m €m €m €m
Gross carrying amount 2,513 836 236 513 1,249 5,347
Expected credit loss allowance (64) (76) (56) (215) (1,020) (1,431)
Net carrying amount 2,449 760 180 298 229 3,916
Note:
1 Contract assets relate to amounts not yet due from customers. These amounts will be reclassified as trade receivables before they become due. Trade receivables at fair value through other
comprehensive income are not materially past due.
2 The prior year comparatives have been re-presented to reflect that Vodafone Egypt is no longer held for sale. See Note 7 “Discontinued operations and assets and liabilities held for sale”. The
impact of the re-presentation is to increase the gross carrying amount, expected credit loss allowance and net carrying amount of trade receivables held at amortised cost by €207 million, €65
million and €142 million, respectively, compared to amounts previously reported.

Liquidity risk
Liquidity is reviewed daily on at least a 12 month rolling basis and stress tested on the assumption that any commercial paper outstanding
matures and is not reissued. The Group maintains substantial cash and cash equivalents which at 31 March 2021 amounted to cash €5.8 billion
(2020: €13.6 billion) and undrawn committed facilities of €8.0 billion (2020: €7.7 billion), principally euro and US dollar revolving credit facilities
of €4.0 billion and US$4.0 billion (€3.4 billion) which mature in 2025 and 2026 respectively.
The Group manages liquidity risk on non-current borrowings by maintaining a varied maturity profile with a cap on the level of debt maturity in
any one calendar year, therefore minimising refinancing risk. Non-current borrowings mature between 1 and 38 years.
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:
Trade payables and
other financial
Bank loans Bonds Lease liabilities Other2 Total borrowings liabilities3 Total
Maturity profile1 €m €m €m €m €m €m €m
Within one year 674 3,774 3,419 2,516 10,383 15,304 25,687
In one to two years 174 3,329 2,142 2,575 8,220 49 8,269
In two to three years 440 5,964 1,661 399 8,464 – 8,464
In three to four years 173 2,784 1,457 166 4,580 – 4,580
In four to five years 2 5,506 1,316 199 7,023 – 7,023
In more than five years 23 45,538 4,696 986 51,243 – 51,243
1,486 66,895 14,691 6,841 89,913 15,353 105,266
Effect of discount/financing rates (67) (20,010) (1,659) (417) (22,153) (2) (22,155)
31 March 2021 1,419 46,885 13,032 6,424 67,760 15,351 83,111
Within one year 1,500 3,617 3,198 5,750 14,065 15,250 29,315
In one to two years 746 4,682 2,018 316 7,762 67 7,829
In two to three years 279 3,852 1,542 3,270 8,943 – 8,943
In three to four years 369 8,242 1,337 390 10,338 – 10,338
In four to five years 181 2,845 1,128 166 4,320 – 4,320
In more than five years – 47,947 4,443 1,185 53,575 – 53,575
3,075 71,185 13,666 11,077 99,003 15,317 114,320
Effect of discount/financing rates (195) (21,773) (1,548) (562) (24,078) (6) (24,084)
31 March 20204 2,880 49,412 12,118 10,515 74,925 15,311 90,236
Notes:
1 Maturities reflect contractual cash flows applicable except in the event of a change of control or event of default, upon which lenders have the right, but not the obligation, to request payment
within 30 days. This also applies to undrawn committed facilities. Only €30million (2020: €81 million) of debt in relation to the mandatorily convertible bonds is subject to a material adverse
change clause (which would also accelerate conversion of the £1.7 billion (2020: £3.4 billion) principal recognised in equity – see note 21 “Borrowings”).
2 Includes spectrum licence payables with maturity profile €381 million (2020: €344 million) within one year, €2,171 million (2020: €227 million) in one to two years, €165 million (2020: €1,905
million) in two to three years, €165 million (2020: €166 million) in three to four years, €199 million (2020: €166 million) in four to five years and €986 million (2020: €1,185 million) in more than
five years. Also includes €962 million (2020: €5,292 million) in relation to cash received under collateral support agreements shown within 1 year.
3 Includes financial liabilities under put option arrangements and non-derivative financial liabilities presented within trade and other payables.
4 Prior year comparatives for bank loans and lease liabilities have been re-presented to reflect that Vodafone Egypt is no longer held for sale, see notes 20 and 21.
179 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

The maturity profile of the Group’s financial derivatives (which include interest rate swaps, cross-currency interest rate swaps and foreign
exchange swaps) using undiscounted cash flows, is as follows:
2021 2020
Payable Receivable Total Payable Receivable Total
€m €m €m €m €m €m
Within one year (16,218) 16,864 646 (20,519) 21,239 720
In one to two years (3,121) 3,723 602 (4,217) 4,582 365
In two to three years (5,623) 5,978 355 (3,680) 4,143 463
In three to four years (2,518) 2,903 385 (3,733) 4,429 696
In four to five years (3,305) 3,620 315 (2,562) 3,102 540
In more than five years (33,777) 37,399 3,622 (38,126) 43,933 5,807
(64,562) 70,487 5,925 (72,837) 81,428 8,591
Effect of discount/financing rates (6,784) (4,182)
Financial derivative net (payable)/receivable (859) 4,409

Payables and receivables are stated separately in the table above as cash settlement is on a gross basis.
Market risk
Interest rate management
Under the Group’s interest rate management policy, interest rates on long-term monetary assets and liabilities are principally maintained on a
fixed rate basis.
At 31 March 2021 and after hedging, substantially all of our outstanding liabilities are held on a fixed interest rate basis in accordance with
treasury policy.
For each one hundred basis point rise in market interest rates for all currencies in which the Group had borrowings at 31 March 2021 there
would be an increase in profit before tax by €782 million (2020: €695 million) including mark to market revaluations of interest rate and other
derivatives and the potential interest on cash and short-term investments. There would be no material impact on equity.
At 31 March 2021, the Group had limited exposure through interest rate derivatives and floating rate bonds referencing LIBOR and other
interbank offered rates (IBORs).
Foreign exchange management
As Vodafone’s primary listing is on the London Stock Exchange its share price is quoted in sterling. Since the sterling share price represents the
value of its future multi-currency cash flows, principally in euro, South African rand and sterling, the Group maintains the currency of debt and
interest charges in proportion to its expected future principal cash flows and has a policy to hedge external foreign exchange risks on
transactions denominated in other currencies above a certain de minimis level.
At 31 March 2021 13% of net debt was denominated in currencies other than euro (9% sterling, 3% South African rand and 1% other). This
allows sterling, South African rand and other debt to be serviced in proportion to expected future cash flows and therefore provides a partial
economic hedge against income statement translation exposure, as interest costs will be denominated in foreign currencies.
Under the Group’s foreign exchange management policy, foreign exchange transaction exposure in Group companies is generally maintained at
the lower of €5 million per currency per month or €15 million per currency over a six month period.
The Group recognises foreign exchange movements in 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 on net investment hedging
instruments as there would be an offset in the currency translation of the foreign operation. At 31 March 2021 the Group held financial liabilities
in a net investment hedge against the Group’s South African rand operations. Sensitivity to foreign exchange movements on the hedging
liabilities, analysed against a strengthening of the South African rand by 15% (2020: 11%) would result in a decrease in equity of €285 million
(2020: €212 million) which would be fully offset by foreign exchange movements on the hedged net assets. In addition, cash flow hedges of
principally US dollar borrowings would result in an increase in equity of €469 million (2020: €713 million) against a strengthening of US dollar
by 6% (2020: 5%).
The Group profit and loss account is exposed to foreign exchange risk within both operating profit and financing income and expense. The
principal reporting segment not generating income in euro is Vodacom, whose functional currency is predominantly South African Rand.
Financing income and expense includes foreign currency gains/losses incurred on the translation of balance sheet items not held in functional
currency. These are principally on certain borrowings, derivatives, and other investments denominated in sterling and US dollar.
180 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
22. Capital and financial risk management (continued)

The following table details the Group’s sensitivity to foreign exchange risk. The percentage movement applied to the currency is based on the
average movements in the previous three annual reporting periods.
2021 2020
€m €m
ZAR 15% change (2020: 11%) - Increase in operating profit 152 126
USD 6% change (2020: 9%) - (Decrease) in profit before taxation (46) (64)
GBP 3% change (2020: 2%) - (Decrease)/Increase in profit before taxation (23) 63

Equity risk
There is no material equity risk relating to the Group’s equity investments which are detailed in note 13 “Other investments”.
The Group has hedged its exposure under the subordinated mandatory convertible bonds to any future movements in its share price by an
option strategy designed to hedge the economic impact of share price movements during the term of the bonds. As at 31 March 2021 the
Group’s sensitivity to a movement of 7% (2020: 23%) in its share price would result in an increase or decrease in profit before tax of €283 million
(2020: €767 million).
Risk management strategy of hedge relationships
The risk strategies of the designated cash flow, fair value, and net investment hedges reflect the above market risk strategies.
The objective of the cash flow hedges is principally to convert foreign currency denominated fixed rate borrowings in US dollar, pound sterling,
Australian dollar, Swiss Franc, Hong Kong dollar, Japanese yen, Norwegian krona and euro and US dollar floating rate borrowings into euro fixed
rate borrowings and hedge the foreign exchange spot rate and interest rate risk. Derivative financial instruments designated in cash flow hedges
are cross-currency interest rate swaps and foreign exchange swaps. The swap maturity dates and liquidity profiles of the nominal cash flows
match those of the underlying borrowings.
The objective of the net investment hedges is to hedge foreign exchange risk in foreign operations. Derivative financial instruments designated
in net investment hedges are cross-currency interest rate swaps and foreign exchange swaps. The hedging instruments are rolled on an
ongoing basis as determined by the nature of the business.
The objective of the fair value hedges is to hedge a proportion of the Group’s fixed rate euro denominated borrowing to a euro floating rate
borrowing. The swap maturity dates match those of the underlying borrowing and the nominal cash flows are converted to quarterly payments.
Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to
ensure that an economic relationship exists between the hedged item and hedging instrument.
For hedges of foreign currency denominated borrowings and investments, the Group uses a combination of cross-currency and foreign
exchange swaps to hedge its exposure to foreign exchange risk and interest rate risk and enters into hedge relationships where the critical terms
of the hedging instrument match with the terms of the hedged item. Therefore the Group expects a highly effective hedging relationship with
the swap contracts and the value of the corresponding hedged items to change systematically in the opposite direction in response to
movements in the underlying exchange rates and interest rates. The Group therefore performs a qualitative assessment of effectiveness. If
changes in circumstances affect the terms of the hedged item such that the critical terms no longer match with the critical terms of the hedging
instrument, the Group uses the hypothetical derivative method to assess effectiveness.
Hedge ineffectiveness may occur due to:
a) The fair value of the hedging instrument on the hedge relationship designation date if the fair value is not nil;
b) Changes in the contractual terms or timing of the payments on the hedged item; and
c) A change in the credit risk of the Group or the counterparty with the hedging instrument.
The hedge ratio for each designation will be established by comparing the quantity of the hedging instrument and the quantity of the hedged
item to determine their relative weighting; for all of the Group’s existing hedge relationships the hedge ratio has been determined as 1:1.
The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate
market rates and foreign currency rates prevailing at 31 March. The valuation basis is level 2. This classification comprises items where fair value
is determined from inputs other than quoted prices that are observable for the asset and liability, either directly or indirectly. Derivative financial
assets and liabilities are included within trade and other receivables and trade and other payables in the statement of financial position.
181 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

The following table represents the carrying values and nominal amounts of derivatives in a continued hedge relationship as at 31 March.
Other comprehensive income Weighted average
At 31 March 2021 Opening (Gain)/ Gain/(Loss) Closing
Carrying Carrying balance Loss recycled to balance Euro
Nominal value value 1 April deferred to financing 31 March Maturity interest
amounts Assets Liabilities 2020 OCI costs 20211 year FX rate rate
€m €m €m €m €m €m €m %
Cash flow hedges - foreign currency
risk2
Cross-currency and foreign exchange
swaps
US dollar bonds 18,995 621 1,070 (3,922) 5,900 (1,477) 501 2036 1.18 2.82
Australian dollar bonds 736 38 – (26) (102) 104 (24) 2024 1.56 0.92
Swiss franc bonds 624 – 45 28 28 (26) 30 2026 1.08 1.26
Pound sterling bonds 2,585 40 199 94 1 228 323 2047 0.89 2.59
Hong Kong dollar bonds 233 – 13 (4) 34 (17) 13 2028 9.08 1.48
Japanese yen bonds 78 – 12 6 13 (8) 11 2037 128.53 2.47
Norwegian krona bonds 241 – 22 (3) (23) 29 3 2026 9.15 1.12
Cash flow hedges - foreign currency
and interest rate risk2
Cross currency swaps - US dollar bonds 417 – 8 18 52 (62) 8 2023 1.17 1.07
Cash flow hedges - interest rate risk2
Interest rate swaps - Euro loans 568 – – 7 (11) 3 (1) 2021 – 1.21
Fair value hedges - interest rate risk3
Interest rate swaps - Eurobonds 186 131 – – – – – 2028 – –
Net investment hedge - foreign
exchange risk4
Cross-currency and foreign exchange
swaps - South African rand investment 1,785 – 23 631 328 – 959 2021 17.30 0.31
26,448 830 1,392 (3,171) 6,220 (1,226) 1,823
Other comprehensive income Weighted average
At 31 March 2020 Opening (Gain)/ Gain/(Loss) Closing
Carrying Carrying balance Loss recycled to balance Euro
Nominal value value 1 April deferred to financing 31 March Maturity interest
amounts Assets Liabilities 2019 OCI costs 20201 year FX rate rate
€m €m €m €m €m €m €m %
Cash flow hedges - foreign currency
risk2
Cross-currency and foreign exchange
swaps
US dollar bonds 20,383 5,371 – (179) (4,233) 490 (3,922) 2035 1.18 2.67
Australian dollar bonds 736 – 65 (17) 77 (86) (26) 2024 1.56 0.92
Swiss franc bonds 624 – 17 22 (27) 33 28 2026 1.08 1.26
Pound sterling bonds 3,180 29 186 38 79 (23) 94 2043 0.85 2.04
Hong Kong dollar bonds 233 22 – 13 (25) 8 (4) 2028 9.08 1.48
Japanese yen bonds 78 1 – 2 – 4 6 2037 128.53 2.47
Norwegian krona bonds 241 – 46 1 34 (38) (3) 2026 9.15 1.12
Cash flow hedges - foreign currency
and interest rate risk2
Cross-currency swaps - US dollar bonds 905 46 – 12 (14) 20 18 2023 1.17 1.05
Cash flow hedges - interest rate risk2
Interest rate swaps - Euro loans 668 – 13 11 (4) – 7 2021 – 1.21
Fair value hedges - interest rate risk3
Interest rate swaps - Eurobonds 186 131 – – – – – 2028 – –
Net investment hedge - foreign
exchange risk4
Cross-currency and foreign exchange
swaps - South African rand investment 2,138 314 – 810 (179) – 631 2020 16.55 0.17
29,372 5,914 327 713 (4,292) 408 (3,171)
Notes:
1 Fair value movement deferred into other comprehensive income includes €1,164 million loss (2020: €1,271 million loss) and €2 million gain (2020: €nil) of foreign currency basis outside the cash
flow and net investment hedge relationships respectively.
2 For cash flow hedges, the movement in the hypothetical derivative (hedged item) mirrors that of the hedging instrument. Hedge ineffectiveness of the swaps designated in a cash flow hedge
during the period was €nil (2020: €nil).
3 The carrying value of the bond includes €76 million loss (2020: €85 million loss) of cumulative fair value adjustment for the hedged interest rate risk. Net ineffectiveness on the fair value hedges,
€8 million gain (2020: €8 million gain) is recognised in the income statement. The carrying value of bonds includes an additional €774 million loss (2020: €889 million loss) in relation to fair value
of bonds previously designated in fair value hedge relationships.
4 Hedge ineffectiveness of swaps designated in a net investment hedge during the period was €nil (2020: €nil).
182 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
22. Capital and financial risk management (continued)

Changes in assets and liabilities arising from financing activities

Assets and liabilities
Derivative assets and Financial liabilities arising from financing
Borrowings liabilities under put options Other liabilities activities
€m €m €m €m €m
1 April 2020 74,925 (4,409) 1,850 170 72,536
Cash movements
Proceeds from issuance of long-term borrowings 4,359 – – – 4,359
Repayment of borrowings (12,237) – – – (12,237)
Net movement in short-term borrowings (2,791) – – – (2,791)
Net movement in derivatives – 279 – – 279
Interest paid (2,421) 452 (141) (42) (2,152)
Purchase of treasury shares – – – (62) (62)
Payments for settlements of written put options – – (1,482) – (1,482)
Non-cash movements
Fair value movements (9) 3,594 – – 3,585
Foreign exchange (1,480) 1,428 – (2) (54)
Interest costs 2,459 (485) 62 11 2,047
Lease additions 4,578 – – – 4,578
Acquisitions of subsidiaries 234 – – – 234
Other 143 – 203 416 762
31 March 2021 67,760 859 492 491 69,602

Assets and liabilities

Derivative assets and Financial liabilities arising from financing
Borrowings liabilities under put options Other liabilities activities
€m €m €m €m €m
1 April 20191 52,955 (1,190) 1,844 949 54,558
Cash movements
Proceeds from issuance of long-term borrowings 9,933 – – – 9,933
Repayment of borrowings (16,028) – – – (16,028)
Net movement in short-term borrowings 2,488 – – – 2,488
Net movement in derivatives – 98 – – 98
Interest paid (2,320) 150 (72) (42) (2,284)
Purchase of treasury shares – – – (821) (821)
Non-cash movements
Fair value movements 6 (2,543) – – (2,537)
Foreign exchange (31) (424) (1) (4) (460)
Interest costs 2,425 (354) 79 88 2,238
Lease additions2 15,187 – – – 15,187
Acquisitions and disposals of subsidairies 9,040 (146) – – 8,894
Other3 1,270 – – – 1,270
31 March 20201 74,925 (4,409) 1,850 170 72,536
Notes:
1 Amounts for the year ended 31 March 2020 have been re-presented to provide further disaggregation and to additionally include €170 million (1 April 2019: €949 million) of other financial
liabilities. The prior year comparatives for borrowings have also been re-presented for Vodafone Egypt (see note 21).
2 Includes €10,040 million recognised on transition to IFRS 16 on 1 April 2019.
3 Primarily includes the recognition of spectrum licence payables.
183 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Fair value and carrying value information

The carrying value and valuation basis of the Group’s financial assets are set out in notes 13 “Other investments”, 14 “Trade and other
receivables” and 19 “Cash and cash equivalents”. For all financial assets held at amortised cost the carrying values approximate fair value.
The carrying value and valuation basis of the Group’s financial liabilities are set out in notes 15 “Trade and other payables” and 21 “Borrowings”.
The carrying values approximate fair value for the Group’s trade payables and other payables categories. For other financial liabilities a
comparison of fair value and carrying value is disclosed in note 21 “Borrowings”.
Net financial instruments
The table below shows the Group’s financial assets and liabilities that are subject to offset in the balance sheet and the impact of enforceable
master netting or similar agreements.
Related amounts not set off in the balance sheet
Amounts Right of set off
presented in with derivative Collateral
At 31 March 2021 Gross amount Amount set off balance sheet counterparties assets/liabilities1 Net amount
€m €m €m €m €m €m
Derivative financial assets 3,151 – 3,151 (1,989) (962) 200
Derivative financial liabilities (4,010) – (4,010) 1,989 2,194 173
Total (859) – (859) – 1,232 373

Related amounts not set off in the balance sheet

Amounts Right of set off
presented in with derivative Collateral
At 31 March 2020 Gross amount Amount set off balance sheet counterparties assets/liabilities 1 Net amount
€m €m €m €m €m €m
Derivative financial assets 9,176 – 9,176 (3,556) (5,292) 328
Derivative financial liabilities (4,767) – (4,767) 3,556 1,115 (96)
Total 4,409 – 4,409 – (4,177) 232
Note:
1 Excludes collateral of €913 million (2020: €nil) pledged as initial margin that does not offset against existing mark to market balances as at 31 March.

Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is a legally enforceable right
to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
Derivative financial instruments that do not meet the criteria for offset could be settled net in certain circumstances under ISDA (‘International
Swaps and Derivatives Association’) agreements where each party has the option to settle amounts on a net basis in the event of default from
the other. Collateral may be offset and net settled against derivative financial instruments in the event of default by either party. The
aforementioned collateral balances are recorded in “other investments” or “current borrowings” respectively.

23. Directors and key management compensation

This note details the total amounts earned by the Company’s Directors and members of the Executive
Committee.
Directors
Aggregate emoluments of the Directors of the Company were as follows:
2021 2020 2019
€m €m €m
Salaries and fees 4 4 4
Incentive schemes1 3 2 2
Other benefits2 – 1 –
7 7 6
Notes:
1 Excludes gains from long-term incentive plans.
2 Includes the value of the cash allowance taken by some individuals in lieu of pension contributions.

No Directors serving during the year exercised share options in the year ended 31 March 2021 (2020: None; 2019: None).
Key management compensation
Aggregate compensation for key management, being the Directors and members of the Executive Committee, was as follows:

2021 2020 2019

€m €m €m
Short-term employee benefits 28 27 23
Share-based payments 23 30 35
51 57 58
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Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)

24. Employees
This note shows the average number of people employed by the Group during the year, in which areas of
our business our employees work and where they are based. It also shows total employment costs.

2021 2020 2019

Employees Employees Employees
By activity:
Operations 14,893 14,616 15,872
Selling and distribution 26,874 28,133 30,596
Customer care and administration 54,739 52,470 52,528
96,506 95,219 98,996
By segment:
Germany 15,798 15,199 13,414
Italy 5,818 5,980 6,536
Spain 4,257 4,316 5,140
UK 9,584 10,295 11,525
Other Europe 15,460 14,646 12,413
India (Discontinued operations) – – 4,554
Vodacom 7,810 7,773 7,695
Other Markets 9,498 10,515 12,837
Common Functions 28,281 26,495 24,882
Total 96,506 95,219 98,996

The cost incurred in respect of these employees (including Directors) was:

2021 2020 2019
€m €m €m
Wages and salaries 4,238 4,571 4,333
Social security costs 549 531 579
Other pension costs (note 25) 235 226 223
Share-based payments (note 26) 135 134 132
5,157 5,462 5,267
India (Discontinued operations) – – 84
Total 5,157 5,462 5,351
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25. Post employment benefits

The Group operates a number of Defined Benefit and Defined Contribution retirement plans for our
employees. The Group’s largest defined benefit plan is in the UK. For further details see “Critical accounting
judgements and key sources of estimation uncertainty” in note 1 “Basis of preparation”.
Accounting policies
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 statement of financial position. Defined benefit plan liabilities are assessed using the projected unit
funding method and applying the principal actuarial assumptions at the reporting period date. Assets are valued at market value.
Actuarial gains and losses are taken to the statement of comprehensive income as incurred. For this purpose, actuarial gains and losses
comprise both the effects of changes in actuarial assumptions and experience adjustments arising from differences between the previous
actuarial assumptions and what has actually occurred. The return on plan assets, in excess of interest income, and costs incurred for the
management of plan assets are also taken to other comprehensive income.
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 settlements. The interest cost less the expected interest income 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.
Background
At 31 March 2021 the Group operated a number of retirement plans for the benefit of its employees throughout the world, with varying rights
and obligations depending on the conditions and practices in the countries concerned. The Group’s philosophy is to provide access to defined
contribution retirement plans where feasible and to manage legacy defined benefit retirement arrangements. Defined benefit plans provide
benefits based on the employees’ length of pensionable service and their final pensionable salary or other criteria. Defined contribution plans
offer employees individual funds that are converted into benefits at the time of retirement.
The Group operates defined benefit plans in Germany, India, Ireland, Italy, the UK, the United States and the Group operates defined benefit
indemnity plans in Greece and Turkey. Defined contribution plans are currently provided in Egypt, Germany, Greece, Hungary, India, Ireland,
Italy, Portugal, South Africa, Spain and the UK.
Income statement expense
2021 2020 2019
€m €m €m
Defined contribution plans 204 180 166
Defined benefit plans 31 46 57
Total amount charged to income statement (note 24) 235 226 223

Defined benefit plans

The Group’s retirement policy is to provide competitive pension provision, in each operating country, in line with the market median for that
location. The Group’s preferred retirement provision is focused on Defined Contribution (‘DC’) arrangements and/or State provision for future
service.
The Group’s main defined benefit funding liability is the Vodafone UK Group Pension Scheme (‘Vodafone UK plan’). Since June 2014 the
Vodafone UK plan has consisted of two segregated sections: the Vodafone Section and the Cable & Wireless Section (‘CWW Section’). Both
sections are closed to new entrants and to future accrual. The Group also operates smaller funded and unfunded plans in the UK, funded and
unfunded plans in Germany and funded plans in Ireland. Defined benefit pension provision exposes the Group to actuarial risks such as longer
than expected longevity of participants, lower than expected return on investments and higher than expected inflation, which may increase the
liabilities or reduce the value of assets of the plans.
The main defined benefit plans are administered by trustee boards which are legally separate from the Group and consist of representatives
who are employees, former employees or are independent from the Group. The trustee boards of the pension plans are required by legislation
to act in the best interest of the participants, set the investment strategy and contribution rates and are subject to statutory funding regimes.
The Vodafone UK plan is registered as an occupational pension plan with HM Revenue and Customs (‘HMRC’) and is subject to UK legislation
and operates within the framework outlined by the Pensions Regulator. UK legislation requires that pension plans are funded prudently and that
valuations are undertaken at least every three years. Separate valuations are required for the Vodafone Section and CWW Section.
The trustees obtain regular actuarial valuations to check whether the statutory funding objective is met and whether a recovery plan is required
to restore funding to the level of the agreed technical provisions. The 31 March 2019 triennial actuarial valuation for the Vodafone Section and
CWW Section of the Vodafone UK plan showed a net deficit of £78 million (€90 million) on the funding basis, comprising of a £173 million (€200
million) deficit for the Vodafone Section and a £95 million (€110 million) surplus for the CWW Section.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
25. Post employment benefits (continued)

These plan-specific actuarial valuations will differ to the IAS 19 accounting basis, which is used to measure pension assets and liabilities
presented in the Group’s consolidated statement of financial position.
Following the 2019 triennial valuation, the Group and trustees of the Vodafone UK plan agreed a funding plan to address the valuation deficit in
the Vodafone Section over the period to 31 March 2025 and made a cash contribution on 4 September 2020 of £80 million (€90 million) into
the Vodafone Section. This cash payment was invested into an annuity policy issued by a third party insurance company which in turn entered
into a reinsurance policy covering these risks with the Group’s captive insurance company, see note 15 “Trade and other payables”. No further
contributions are due in respect of the deficit revealed at the 2019 valuation.
Funding plans are individually agreed for each of the Group’s other defined benefit plans with the respective trustees or governing board, taking
into account local regulatory requirements. It is expected that ordinary contributions of €78 million will be paid into the Group’s defined benefit
plans during the year ending 31 March 2022. The Group has also provided certain guarantees in respect of the Vodafone UK plan; further details
are provided in note 29 “Contingent liabilities and legal proceedings” to the consolidated financial statements.
The investment strategy for the UK plans is controlled by the trustees in consultation with the Group and the plans have no direct investments
in the Group’s equity securities or in property or other assets currently used by the Group. The allocation of assets between different classes of
investment is reviewed regularly and is a key factor in the trustee investment policy. The trustees aim to achieve the plan’s investment
objectives through investing partly in a diversified mix of growth assets which, over the long term, are expected to grow in value by more than
the low risk assets. The low risk assets include cash and gilts, inflation and interest rate hedging and in substance insured pensioner annuity
policies in both the Vodafone Section and CWW Sections of the Vodafone UK plan. A number of investment managers are appointed to
promote diversification by assets, organisation and investment style and current market conditions and trends are regularly assessed, which
may lead to adjustments in the asset allocation.
Actuarial assumptions
The Group’s plan liabilities are measured using the projected unit credit method using the principal actuarial assumptions set out below:
2021 2020 2019
% % %
Weighted average actuarial assumptions used at 31 March1:
Rate of inflation2 2.9 2.2 2.9
Rate of increase in salaries 2.7 2.5 2.7
Discount rate 1.8 2.0 2.3
Notes:
1 Figures shown represent a weighted average assumption of the individual plans.
2 The rate of increase in pensions in payment and deferred revaluation are dependent on the rate of inflation.

Mortality assumptions used are based on recommendations from the individual local actuaries which include adjustments for the experience of
the Group where appropriate. The Group’s largest plan is the Vodafone UK plan. Further life expectancies assumed for the UK plans are
23.4/25.4 years (2020: 23.2/25.2 years) for a male/female pensioner currently aged 65 years and 25.4/27.4 (2020: 25.1/27.2 years) from age
65 for a male/female non-pensioner member currently aged 40.
Charges made to the consolidated income statement and consolidated statement of comprehensive income (‘SOCI’) on the basis of the
assumptions stated above are:
2021 2020 2019
€m €m €m
Current service cost 37 37 31
Past service costs1, 2 2 – 16
Net interest (income)/charge (8) 9 10
Total included within staff costs 31 46 57
Actuarial (losses)/gains recognised in the SOCI (686) 640 (33)
Notes:
1 Following a High Court judgement on 21 October 2018 which concluded that affected defined benefit plans should equalise pension benefits for men and women in relation to guaranteed
minimum pension (‘GMP’) benefits the Group has recorded a pre-tax past service cost of €16 million (£14 million) in the year ended 31 March 2019.
2 Following a further judgement on 20 November 2020 which concluded that effected defined benefit plans should also equalise transfer value payments for men and women in relation to
guaranteed minimum pension (‘GMP’) benefits the Group has recorded a pre-tax past service cost of €2 million (£2 million) in the year ended 31 March 2021.

Duration of the benefit obligations

The weighted average duration of the defined benefit obligation at 31 March 2021 is 21 years (2020: 21 years).
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Fair value of the assets and present value of the liabilities of the plans
The amount included in the statement of financial position arising from the Group’s obligations in respect of its Defined benefit plans is as
follows:
Assets Liabilities Net deficit
€m €m €m
1April 2019 6,974 (7,431) (457)
Service cost – (37) (37)
Interest income/(cost) 154 (163) (9)
Return on plan assets excluding interest income 108 – 108
Actuarial gains arising from changes in demographic assumptions – 252 252
Actuarial gains arising from changes in financial assumptions – 383 383
Actuarial losses arising from experience adjustments – (103) (103)
Employer cash contributions 42 – 42
Member cash contributions 10 (10) –
Benefits paid (237) 237 –
Exchange rate movements (143) 156 13
Other movements (2) (38) (40)
31 March 2020 6,906 (6,754) 152
Service cost – (39) (39)
Interest income/(cost) 137 (129) 8
Return on plan assets excluding interest income 466 – 466
Actuarial losses arising from changes in financial assumptions – (1,118) (1,118)
Actuarial losses arising from experience adjustments – (34) (34)
Employer cash contributions 125 – 125
Member cash contributions 10 (10) –
Benefits paid (243) 243 –
Exchange rate movements 244 (249) (5)
Other movements (13) 5 (8)
31 March 2021 7,632 (8,085) (453)
An analysis of the net (deficit)/surplus is provided below for the Group as a whole.
2021 2020
€m €m
Analysis of net (deficit)/surplus:
Total fair value of plan assets 7,632 6,906
Present value of funded plan liabilities (7,968) (6,641)
Net (deficit)/surplus for funded plans (336) 265
Present value of unfunded plan liabilities (117) (113)
Net (deficit)/surplus (453) 152
Net (deficit)/surplus is analysed as:
Assets1 60 590
Liabilities (513) (438)
Note:
1 Pension assets are deemed to be recoverable and there are no adjustments in respect of minimum funding requirements as economic benefits are available to the Group either in the form of
future refunds or, for plans still open to benefit accrual, in the form of possible reductions in future contributions.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
25. Post employment benefits (continued)

An analysis of net surplus/(deficit) is provided below for the Vodafone UK plan, which is a funded plan. As part of the merger of the Vodafone UK
plan and the Cable and Wireless Worldwide Retirement Plan (‘CWWRP’) plan on 6 June 2014 the assets and liabilities of the CWW Section are
segregated from the Vodafone Section and hence are reported separately below.
CWW Section Vodafone Section
2021 2020 2021 2020
€m €m €m €m
Analysis of net surplus/(deficit):
Total fair value of plan assets 2,912 2,842 3,298 2,873
Present value of plan liabilities (2,852) (2,393) (3,457) (2,731)
Net surplus/(deficit) 60 449 (159) 142
Net surplus/(deficit) are analysed as:
Assets 60 449 – 142
Liabilities – – (159) –

Fair value of plan assets

2021 2020
€m €m
Cash and cash equivalents 247 96
Equity investments:
With quoted prices in an active market 1,376 1,018
Without quoted prices in an active market 294 197
Debt instruments:
With quoted prices in an active market 4,589 4,446
Without quoted prices in an active market 559 513
Property:
With quoted prices in an active market 26 18
Without quoted prices in an active market 494 391
Derivatives:1
Without quoted prices in an active market (1,557) (1,110)
Investment fund 604 533
Annuity policies
With quoted prices in an active market 4 3
Without quoted prices 996 801
Total 7,632 6,906
Note:
1 Derivatives include collateral held in the form of cash. Assets are valued using ‘level 2’ inputs under IFRS 13 “Fair Value Measurement” principles and classified as unquoted accordingly.

The fair value of plan assets, which have been measured in accordance with IFRS 13 “Fair Value Measurement”, are analysed by asset category
above and are subdivided by assets that have a quoted market price in an active market and those that do not, such as investment funds. Where
available, the fair values are quoted prices (e.g. listed equity, sovereign debt and corporate bonds). Unlisted investments without quoted prices in
an active market (e.g. private equity) are included at values provided by the fund manager in accordance with relevant guidance. Other
significant assets are valued based on observable inputs such as yield curves. The Vodafone UK plan annuity policies fully match the pension
obligations of those pensioners insured and therefore are set equal to the present value of the related obligations. Investment funds of €604
million at 31 March 2021 include investments in diversified alternative beta funds held in the Vodafone Section of the Vodafone UK plan.
The actual return on plan assets over the year to 31 March 2021 was a gain of €603 million (2020: €262 million gain).
Sensitivity analysis
Measurement of the Group’s defined benefit retirement obligation is sensitive to changes in certain key assumptions. The sensitivity analysis
below shows how a reasonably possible increase or decrease in a particular assumption would, in isolation, result in an increase or decrease in
the present value of the defined benefit obligation as at 31 March 2021.
Rate of inflation Rate of increase in salaries Discount rate Life expectancy
Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 1 year Increase by 1 year
€m €m €m €m €m €m €m €m
(Decrease)/increase in present
value of defined benefit obligation1 (572) 641 (4) 4 854 (738) (278) 275
Note:
1 The sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another. In
presenting this sensitivity analysis, the change in the present value of the defined benefit obligation has been calculated on the same basis as prior years using the projected unit credit method at
the end of the year, which is the same as that applied in calculating the defined benefit obligation liability recognised in the statement of financial position. The rate of inflation assumption
sensitivity factors in the impact of changes to all assumptions relating to inflation including the rate of increase in salaries, pension increases and deferred revaluations.
189 Vodafone Group Plc
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26. Share-based payments

The Group has a number of share plans used to award shares to Executive Directors and employees as part
of their remuneration package. A charge is recognised over the vesting period in the consolidated income
statement to record the cost of these, based on the fair value of the award on the grant date.
Accounting policies
The Group issues equity-settled share-based awards to certain employees. Equity-settled share-based awards 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 award 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. A corresponding increase in additional paid-in capital is also
recognised.
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 fair value of awards of non-vested shares is an average calculation of the closing price of the Group’s shares on the days prior to the grant
date, adjusted for the present value of the delay in receiving dividends where appropriate.
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
ordinary 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 executive plans
No share options have been granted to any Directors or employees under the Company’s discretionary share option plans in the year ended 31
March 2021 (2020: nil).
Vodafone Sharesave Plan
Under the Vodafone Sharesave Plan UK staff may acquire shares in the Company through monthly savings of up to £375 over a three and/or
five year period, at the end of which they may 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.
Share plans
Vodafone Group executive plans
Under the Vodafone Global Incentive Plan awards of shares are granted to Directors and certain employees. The release of these shares is
conditional upon continued employment and for some awards achievement of certain performance targets measured over a three year period.
Vodafone Share Incentive Plan
Following a review of the UK all-employee plans it was decided that with effect from 1 April 2017 employees would no longer be able to
contribute to the Share Incentive Plan and would therefore no longer receive matching shares. Individuals who hold shares in the plan will
continue to receive dividend shares.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
26. Share-based payments (continued)

Movements in outstanding ordinary share options

Ordinary share options
2021 2020 2019
Millions Millions Millions
1April 53 46 40
Granted during the year 35 39 33
Forfeited during the year (1) (1) (2)
Exercised during the year – – (2)
Expired during the year (25) (31) (23)
31 March 62 53 46
Weighted average exercise price:
1April £1.19 £1.40 £1.64
Granted during the year £1.03 £1.06 £1.30
Forfeited during the year £1.16 £1.36 £1.52
Exercised during the year £1.23 £1.50 £1.67
Expired during the year £1.27 £1.34 £1.64
31 March £1.07 £1.19 £1.40

Summary of options outstanding

31 March 2021 31 March 2020
Weighted Weighted
remaining remaining
Weighted average Weighted average
Outstanding average contractual Outstanding average contractual
shares exercise life shares exercise life
Millions price Months Millions price Months

Vodafone Group savings related and Sharesave Plan:

£0.98 – £1.89 62 £1.07 30 53 £1.19 30

Share awards
Movements in non-vested shares are as follows:
2021 2020 2019
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 245 £1.41 200 £1.92 182 £2.04
Granted 108 £0.99 135 £1.00 88 £1.82
Vested (56) £1.56 (44) £2.10 (39) £2.21
Forfeited (30) £1.10 (46) £1.76 (31) £1.97
31 March 267 £1.20 245 £1.41 200 £1.92

Other information
The total fair value of shares vested during the year ended 31 March 2021 was £108 million (2020: £92 million; 2019: £86 million).
The compensation cost included in the consolidated income statement in respect of share options and share plans was €135 million (2020:
€134 million; 2019: €132 million) which is comprised principally of equity-settled transactions.
The average share price for the year ended 31 March 2021 was 120.8 pence (2020: 135.9 pence; 2019: 168.3 pence).
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27. Acquisitions and disposals

The note below provides details of acquisition and disposal transactions for the current year as well as those
completed in the prior year. For further details see “Critical accounting judgements and key sources of estimation
uncertainty” in note 1 “Basis of preparation” to the consolidated financial statements.
Accounting policies
Business combinations
Acquisitions of subsidiaries are accounted for using the acquisition 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. Acquisition-related costs
are recognised in the income statement as incurred. The acquiree’s identifiable assets and liabilities are recognised at their fair values at the
acquisition date, which is the date on which control is transferred to the Group. Goodwill is measured as the excess of the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and the fair value of the Group’s previously held equity interest in the
acquiree, if any, over the net amounts of identifiable assets acquired and liabilities assumed at the acquisition date. The interest of the non-
controlling shareholders in the acquiree may initially be measured either at fair value or at the non-controlling shareholders’ proportion of the net
fair value of the identifiable assets acquired, liabilities and contingent liabilities assumed. The choice of measurement basis is made on an acquisition-
by-acquisition basis.
Acquisition of interests from non-controlling shareholders
In transactions with non-controlling parties that do not result in a change in control, the difference between the fair value of the consideration paid
or received and the amount by which the non-controlling interest is adjusted is recognised in equity.
Aggregate cash consideration
The aggregate cash consideration in respect of purchases of subsidiaries, net of cash acquired, is as follows:
2021 2020
€m €m
Cash consideration paid
European Liberty Global Assets – 10,313
Other acquisitions during the year 138 108
Net cash acquired (2) (126)
136 10,295

Acquisition of European Liberty Global assets

In the comparative period, on 31 July 2019, the Group completed the acquisition of a 100% interest in Unitymedia GmBH (‘Unitymedia’) and Liberty
Global’s operations (excluding its ‘Direct Home’ business) in the Czech Republic (‘UPC Czech’), Hungary (‘UPC Hungary’) and Romania (‘UPC
Romania’) for an aggregate net cash consideration of €10,313 million. The primary reason for acquiring the businesses was to create a converged
national provider of digital infrastructure in Germany, together with creating converged communications operators in the Czech Republic, Hungary
and Romania.
The purchase price allocation is set out in the table below.
Fair value
€m
Net assets acquired
Identifiable intangible assets1 5,818
Property, plant and equipment2 4,737
Inventory 2
Trade and other receivables 856
Other investments 2
Cash and cash equivalents 109
Current and deferred taxation (1,904)
Short and long-term borrowings (9,527)
Trade and other payables (1,066)
Post employment benefits (40)
Provisions (178)
Net identifiable liabilities acquired (1,191)
Goodwill3 11,504
Total consideration4 10,313
Notes:
1 Identifiable intangible assets of €5,818 million consisted of customer relationships of €5,569 million, brand of €71 million and software of €178 million.
2 Includes Right-of-use assets.
3 The goodwill is attributable to future profits expected to be generated from new customers and the synergies expected to arise after the Group’s acquisition of the businesses.
4 Transaction costs of €46 million were charged to Other income and expense in the consolidated income statement in the year ended 31 March 2020.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
27. Acquisitions and disposals (continued)

From the date of acquisition to 31 March 2020, the acquired entities contributed €1,993 million of revenue and a loss of €247 million towards the
profit before tax of the Group. If the acquisition had taken place at the beginning of the prior financial year, revenue would have been €45,975
million and the profit before tax would have been €822 million.
Other acquisitions
During the year ended 31 March 2021, the Group completed certain acquisitions for an aggregate consideration of €178 million, of which
€nil has been paid in cash. The aggregate provisional fair values acquired of goodwill, identifiable assets, liabilities and non-controlling
interests recognised on acquisition were €92 million, €445 million, €306 million and €53 million, respectively. In addition, the Group paid
€138 million in respect of acquisitions completed in prior periods.
During the year ended 31 March 2020 the Group completed certain acquisitions for an aggregate consideration of €276 million, of which €108
million was paid in that year. The aggregate provisional fair values of goodwill, identifiable assets and liabilities of the acquired operations were €248
million, €113 million and €85 million, respectively.
Disposals
The difference between the carrying value of the net assets disposed of and the fair value of consideration received is recorded as a gain or loss on
disposal. Foreign exchange translation gains or losses relating to subsidiaries, joint arrangements and associates that the Group has disposed of, and
that have previously recorded in other comprehensive income or expense, are also recognised as part of the gain or loss on disposal.
Aggregate cash consideration
The aggregate cash consideration in respect of the disposal of subsidiaries, net of cash disposed, is as follows:
2021 2020
€m €m
Cash consideration received
Vodafone New Zealand (37) 2,023
Tower infrastructure in Italy 192 2,140
Vodafone Malta – 242
Other disposals during the period 3 35
Net cash disposed (1) (13)
157 4,427
Vodafone New Zealand
In the comparative period, on 31 July 2019, the Group sold its 100% interest in Vodafone New Zealand Limited (‘Vodafone New Zealand’) for
consideration of NZD $3.4 billion (€2.0 billion). The table below summarises the net assets disposed and the resulting net gain on disposal of €1.1
billion.
€m
Goodwill (243)
Other intangible assets (155)
Property, plant and equipment1 (783)
Inventory (29)
Trade and other receivables (244)
Investments in associates and joint ventures (4)
Current and deferred taxation (11)
Short and long-term borrowings 215
Trade and other payables 261
Provisions 35
Net assets disposed (958)
Net cash proceeds arising from the transaction 2,023
Other effects2 13
Net gain on transaction3 1,078
Notes:
1 Includes Right-of-use assets.
2 Includes €59 million of recycled foreign exchange losses.
3 Recorded within Other income and expense in the consolidated income statement.
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Tower infrastructure in Italy

In the comparative period, on 31 March 2020, the Group merged its passive tower infrastructure in Italy with Infrastrutture Wireless Italiane S.p.A.
(‘INWIT’), (the ‘combination’). As part of the combination, Vodafone received proceeds of €2,140 million and a 37.5% shareholding in the combined
entity. As a result of the transaction, we no longer consolidate the tower assets and account for our interest as a joint venture using the equity
method. We have also entered into an agreement to lease back space on the mobile base stations to locate network equipment (see note 20
“Leases”). The Group recognised a net gain on the combination of €3,356 million.
€m
Goodwill (1,320)
Property, plant and equipment1 (548)
Trade and other receivables (164)
Current and deferred taxation 44
Short and long-term borrowings 270
Trade and other payables 79
Provisions 40
Net assets contributed into INWIT (1,599)
Fair value of investment in INWIT2 3,559
Net cash proceeds arising from the transaction 2,140
Restriction of gain (note 20) (744)
Net gain on formation3 3,356
Notes:
1 Includes Right-of-use assets.
2 The fair value of €3,559 million comprises an investment of €3,345 million recorded within Investments in associates and joint arrangements (note 12) and a dividend receivable of €214 million, recorded
within Other receivables (note 14).
3 Recorded within Other income and expense in the consolidated income statement.

Vodafone Malta
In the comparative period, on 31 March 2020, the Group sold its 100% interest in Vodafone Malta Limited (‘Vodafone Malta’) for consideration of
€242 million. A net gain on disposal of €170 million has been recorded within Other income and expense in the consolidated income statement.

Other transactions with non-controlling shareholders in subsidiaries

2021 2020
€m €m
Cash consideration received/(paid)
Vantage Towers IPO 2,000 –
Vantage Towers Greece (288) –
Other (49) (160)
1,663 (160)
Vantage Towers IPO
During the period, the Group completed an initial public offering of Vantage Towers AG, with the first day of trading on the Regulated Market
of the Frankfurt Stock Exchange being 18 March 2021. The offer consisted solely of a secondary sell-down of existing shares held by
Vodafone GmbH. Cash consideration of €2,000 million was received in the period. A further €217m was received in April 2021, following
completion of the market stabilisation period described in the Vantage Towers prospectus.
Vantage Towers Greece
On 25 March 2021, the Group exercised its option to purchase the remaining 38% of Vantage Towers Greece for cash consideration of €288
million, taking its shareholding to 100%.
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
28. Commitments
A commitment is a contractual obligation to make a payment in the future, mainly in relation to agreements to
buy assets such as mobile devices, network infrastructure and IT systems and leases that have not commenced.
These amounts are not recorded in the consolidated statement of financial position since we have not yet
received the goods or services from the supplier. The amounts below are the minimum amounts that we are
committed to pay.
Capital commitments
Company and subsidiaries Share of joint operations Group
2021 2020 2021 2020 2021 2020
€m €m €m €m €m €m
Contracts placed for future capital
expenditure not provided in the financial
statements1 3,993 3,046 133 103 4,126 3,149
Note:
1 Commitment includes contracts placed for property, plant and equipment and intangible assets.

Leases entered into by the Group but not commenced at 31 March 2021 are disclosed in note 20.

29. Contingent liabilities and legal proceedings

Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than
remote, but is not considered probable or cannot be measured reliably.
2021 2020
€m €m
Performance bonds1 381 414
Other guarantees2 2,347 2,908
Notes:
1 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 contracts or commercial
arrangements.
2 Other guarantees principally comprise Vodafone Group Plc’s guarantee of the Group’s 50% share of a US$3.5 billion loan facility (2020: AUD1.7 billion and US$3.5 billion loan facilities), which forms part of
the Group’s overall joint venture investment in TPG Telecom Ltd (2020: Vodafone Hutchison Australia Pty Limited). The Group’s share of these loan balances is included in the net investment in joint
venture (see note 12 “Investments in associates and joint arrangements”). Other guarantees also includes INR42.5 billion (2020: nil) in relation to the secondary pledge over shares owned by Vodafone
Group in Indus Towers (see “Indus Tower merger” paragraph on page 195).

UK pension schemes
The Group’s main defined benefit plan is the Vodafone UK Group Pension Scheme (‘Vodafone UK Plan’) which has two segregated sections, the
Vodafone Section and the CWW Section, as detailed in note 25 “Post employment benefits”.
The Group has covenanted to provide security in favour of both the Vodafone Section and CWW Section whilst a deficit remains. The deficit is
measured on a prescribed basis agreed between the Group and trustee. The Group provides surety bonds as the security.
The level of the security has varied since inception in line with the movement in the Vodafone UK Plan deficit. At 31 March 2021 the Vodafone UK
Plan retains security over €822 million (notional value) for the Vodafone Section and €176 million (notional value) for the CWW Section. The security
may be substituted either on a voluntary or mandatory basis. The Company has also provided two guarantees to the Vodafone Section of the
Vodafone UK Plan for a combined value up to €1.47 billion to provide security over the deficit under certain defined circumstances, including
insolvency of the employers. The Company has also agreed a similar guarantee of up to €1.47 billion for the CWW Section.
An additional smaller UK defined benefit plan, the THUS Plc Group Scheme, has a guarantee from the Company for up to €117 million.
195 Vodafone Group Plc
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Vodafone Idea
As part of the agreement to merge Vodafone India and Idea Cellular in 2017, the parties agreed a mechanism for payments between the
Group and Vodafone Idea Limited (‘VIL’) pursuant to the difference between the crystallisation of certain identified contingent liabilities in
relation to legal, regulatory, tax and other matters, and refunds relating to Vodafone India and Idea Cellular. Cash payments or cash
receipts relating to these matters must have been made or received by VIL before any amount becomes due from or owed to the Group.
Any future payments by the Group to VIL as a result of this agreement would only be made after satisfaction of this and other contractual
conditions.
The Group’s potential exposure under this mechanism is now capped at INR 64 billion (€747 million) following payments made under this
mechanism from Vodafone to VIL totalling INR 19 billion (€235 million). The matters covered by the mechanism include the Adjusted
Group Revenue (‘AGR’) judgement debt levied on VIL for an amount materially in excess of the cap. There are significant uncertainties in
relation to VIL’s ability to settle all liabilities relating to the AGR judgement and no further cash payments are considered probable at 31
March 2021.
The carrying value of the Group’s investment in VIL is €nil and the Group is recording no further share of losses in respect of VIL (see note
12). The Group’s potential exposure to liabilities within VIL is capped by the mechanism described above. As a consequence, contingent
liabilities arising from litigation in India concerning operations of Vodafone India are no longer reported below.

Indus Towers merger

The merger of Indus and Bharti Infratel completed on 19 November 2020 and the combined entity was renamed Indus Towers Ltd (“Indus
Towers”). Under the terms of the merger a security package was agreed for the benefit of Indus Towers which can be invoked in the event
that VIL is unable to satisfy certain payment obligations under its Master Services Agreements with Indus Towers (the ‘MSAs’). The security
package includes:
- A prepayment in cash of INR 24 billion (€279 million) by VIL to Indus Towers in respect of its payment obligations that are undisputed,
due and payable under the MSAs after the merger closing;
- A primary pledge over 190.7 million shares owned by Vodafone Group in Indus Towers having a value of INR 47 billion (€544 million)
as at 31 March 2021; and
- A secondary pledge over shares owned by Vodafone Group in Indus Towers (ranking behind Vodafone’s existing lenders for the
remaining €1.2 billion bank borrowings secured against Indian assets (see note 21) utilised to fund Vodafone’s contribution to the VIL
rights issue in 2019) (“the Bank Borrowings”) with a maximum liability cap of INR 42.5 billion (€495 million).
In the event of non-payment of relevant MSA obligations by VIL, Indus Towers will have recourse to the primary pledge shares and, after
repayment of the Bank Borrowings in full, any secondary pledged shares, up to the value of the liability cap. VIL’s ability to make MSA
payments to Indus Towers is uncertain and depends on a number of factors including its ability to raise additional funding.

Legal Proceedings
The Group is currently involved in a number of legal proceedings, including inquiries from, or discussions with, government authorities
that are incidental to their operations.
Legal proceedings where the Group considers that the likelihood of material future outflows of cash or other resources is more than
remote are disclosed below. Where the Group assesses that it is probable that the outcome of legal proceedings will result in a financial
outflow, and a reliable estimate can be made of the amount of that obligation, a provision is recognised for these amounts.
In all cases, determining the probability of successfully defending a claim against the Group involves the application of judgement as the
outcome is inherently uncertain. The determination of the value of any future outflows of cash or other resources, and the timing of such
outflows, involves the use of estimates. The costs incurred in complex legal proceedings, regardless of outcome, can be significant.
The Group is not involved in any material proceedings in which any of the Group’s Directors, members of senior management or affiliates
are either a party adverse to the Group or have a material interest adverse to the Group.

Indian tax cases

In January 2012, the Supreme Court of India found against the Indian tax authority and in favour of Vodafone International Holdings BV
(‘VIHBV’) in proceedings brought after the Indian tax authority alleged potential liability under the Income Tax Act 1961 for the failure by
VIHBV to deduct withholding tax from consideration paid to the Hutchison Telecommunications International Limited group (‘HTIL’) in
connection with its 2007 disposal to VIHBV of its interests in a wholly-owned Cayman Island incorporated subsidiary that indirectly held
interests in Vodafone India Limited (‘Vodafone India’).
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
29. Contingent liabilities and legal proceedings (continued)

The Finance Act 2012 of India, which amended various provisions of the Income Tax Act 1961 with retrospective effect, contained provisions
intended to tax any gain on transfer of shares in a non-Indian company, which derives substantial value from underlying Indian assets, such as
VIHBV’s transaction with HTIL in 2007. Further, it sought to subject a purchaser, such as VIHBV, to a retrospective obligation to withhold tax. On 3
January 2013, VIHBV received a letter from the Indian tax authority reminding it of the tax demand raised prior to the Supreme Court of India’s
judgement and updating the interest element of that demand to a total amount of INR142 billion, which included principal and interest as
calculated by the Indian tax authority but did not include penalties. On 12 February 2016, VIHBV received a notice dated 4 February 2016 of an
outstanding tax demand of INR221 billion (plus interest) along with a statement that enforcement action, including against VIHBV’s indirectly held
assets in India, would be taken if the demand was not satisfied. On 29 September 2017, VIHBV received an electronically generated demand in
respect of alleged principal, interest and penalties in the amount of INR190.7 billion. This demand does not appear to have included any element for
alleged accrued interest liability.
In response to the 2013 letter, VIHBV initiated arbitration proceedings under the Netherlands-India Bilateral Investment Treaty (‘Dutch BIT’). The
arbitration hearing took place in February 2019. In September 2020, the arbitration tribunal issued its award unanimously ruling in VIHBV’s favour.
The Indian Government applied in Singapore to set aside the award primarily on jurisdictional grounds. The proceedings have been transferred to a
senior court, with a hearing date set for September 2021.
Separately, on 24 January 2017, Vodafone Group Plc and Vodafone Consolidated Holdings Limited formally commenced arbitration with the Indian
Government under the United Kingdom-India Bilateral Investment Treaty (‘UK BIT’) in respect of retrospective tax claims under the Income Tax Act
1961 (as amended by the Finance Act 2012). Although relating to the same underlying facts as the claim under the Dutch BIT, the claim brought by
Vodafone Group Plc and Vodafone Consolidated Holdings Limited is a separate and distinct claim under a different treaty. After the Delhi High Court
first upheld, and subsequently dismissed, the Indian Government’s application for an injunction preventing Vodafone from progressing the UK BIT
arbitration as an abuse of process, the Indian Government appealed the dismissal. Hearings took place from 2018 to 2020 with frequent
adjournments. Following the award in the Dutch BIT, the Delhi High Court dismissed the injunction appeal proceedings. Vodafone has undertaken to
take no steps advancing the UK BIT arbitration proceedings pending the outcome of the Indian Government’s application to set aside the Dutch BIT
award in Singapore. The Delhi High Court also permitted the formation of the UK BIT tribunal.
VIHBV and Vodafone Group Plc will continue to defend vigorously any allegation that VIHBV or Vodafone India is liable to pay tax in connection with
the transaction with HTIL and will continue to exercise all rights to seek redress including pursuant to the Dutch BIT and the UK BIT. Based on the
facts and circumstances of this matter, including the outcome of legal proceedings to date, the Group considers that it is more likely than not that
no present obligation exists at 31 March 2021.

VISPL tax claims

Vodafone India Services Private Limited (‘VISPL’) is involved in a number of tax cases. The total value of the claims is approximately €500 million plus
interest, and penalties of up to 300% of the principal.
Of the individual tax claims, the most significant is in the amount of approximately €249 million (plus interest of €554 million), which VISPL has been
assessed as owing in respect of (i) a transfer pricing margin charged for the international call centre of HTIL prior to the 2007 transaction with
Vodafone for HTIL assets in India; (ii) the sale of the international call centre by VISPL to HTIL; and (iii) the acquisition of and/or the alleged transfer of
options held by VISPL in Vodafone India. The first two of the three heads of tax are subject to an indemnity by HTIL. The larger part of the potential
claim is not subject to an indemnity. A stay of the tax demand on a deposit of £20 million and a corporate guarantee by VIHBV for the balance of tax
assessed are in place. On 8 October 2015, the Bombay High Court ruled in favour of Vodafone in relation to the options and the call centre sale. The
Indian Tax Authority has appealed to the Supreme Court of India. The appeal hearing has been adjourned indefinitely.
While there is some uncertainty as to the outcome of the tax cases involving VISPL, the Group believes it has valid defences and does not consider it
probable that a financial outflow will be required to settle these cases.
Other cases in the Group
UK : IPCom v Vodafone Group Plc and Vodafone UK
On 22 February 2019, IPCom sued Vodafone Group Plc and Vodafone Limited for alleged infringement of two patents claimed to be essential to
UMTS and LTE network standards. If IPCom could have established that one or more of its patents was valid and infringed, it could have sought an
injunction against the UK network if a global licence for the patents was not agreed. The Court ordered expedited trials on the infringement and
validity issues. The trial on the first patent was in November 2019 and removed the risk of an injunction so IPCom withdrew the second patent trial
listed for May 2020. Both IPCom and Vodafone appealed certain aspects of the judgement from the first trial at a hearing in January 2021. The Court
of Appeal found in favour of both IPCom and Vodafone on different issues. Vodafone is seeking permission to appeal a discrete issue from the
Supreme Court of the United Kingdom. The validity of the first patent will be considered by the Board of Appeal of the European Patent Office at a
hearing in July 2021. Although the outcome of this hearing is unknown, we believe that there is a high probability that the first patent will be found
to be invalid and as a result Vodafone has no liability for patent infringement which would mean that the Group has no present obligation. IPCom
has indicated that it wishes to pursue a damages assessment for the limited infringement found by the trial court. However, IPCom has suggested
that these proceedings be deferred until the outcome of the Board of Appeal of the European Patent Office. In any event, were the patent found to
be valid the Group believes that the resulting damages would be minimal.
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Spain and UK: TOT v Vodafone Group Plc, VGSL, and Vodafone UK
Vodafone Group Plc has been sued in Spain by TOT Power Control (‘TOT’), an affiliate of Top Optimized Technologies. The claim makes a
number of allegations including patent infringement, with TOT initially seeking over €500 million in damages from Vodafone Group Plc as
well as an injunction against using the technology in question. Huawei has also been sued by TOT in the same action.
In a decision dated 30 October 2017, the Commercial Court of Madrid ruled that while it did have jurisdiction to hear the infringement
case relating to the Spanish patent, it was not competent to hear TOT’s contractual and competition law claims against Vodafone. The trial
took place in September 2018 and in January 2020 judgement was handed down in Vodafone and Huawei’s favour. TOT appealed but
limited its claims against Vodafone to seek approximately €4 million in damages and injunctive relief. The appeal judgement was issued
on 23 April 2021 and TOT’s claims for damages and injunctive relief against both Vodafone and Huawei were rejected, therefore the
Group does not believe that any present obligation exists.
In December 2019 TOT brought a similar claim in the English High Court against Vodafone Group and Vodafone UK alleging breach of
confidentiality and patent infringement. The value of the claim is not pleaded. Proceedings have been stayed until 30 September 2021
pending the outcome of the appeal in Spain. Vodafone has issued an application seeking to strike out certain aspects of TOT’s case which
will be heard once the stay has been lifted. It remains unclear how much of the claim will remain after the strike out application.
Vodafone has not yet filed its defence. At this stage of proceedings, we are not able reliably to evaluate the likelihood of, or amount of,
any financial outflow.
Germany: Kabel Deutschland takeover - class actions
The German courts have been determining the adequacy of the mandatory cash offer made to minority shareholders in Vodafone’s
takeover of Kabel Deutschland. Hearings took place in May 2019 and a decision was delivered in November 2019 in Vodafone’s favour,
rejecting all claims by minority shareholders. A number of shareholders appealed. The appeal process is ongoing. While the outcome is
uncertain, the Group believes it has valid defences and that the outcome of the appeal will be favourable to Vodafone.
Italy: Iliad v Vodafone Italy
In July 2019, Iliad filed a claim for €500 million against Vodafone Italy in the Civil Court of Milan. The claim alleges anti-competitive
behaviour in relation to portability and certain advertising campaigns by Vodafone Italy. Preliminary hearings have taken place, including
one at which the Court rejected Iliad’s application for a cease and desist order against alleged misleading advertising by Vodafone. The
main hearing on the merits of the claim is scheduled for 8 June 2021.
The Group is currently unable to estimate any possible loss in this claim in the event of an adverse judgement but while the outcome is
uncertain, the Group believes it has valid defences and that it is probable that no present obligation exists.
Greece: Papistas Holdings SA, Mobile Trade Stores (formerly Papistas SA) and Athanasios and Loukia Papistas v Vodafone Greece
In October 2019, Mr. and Mrs. Papistas, and companies owned or controlled by them, filed several new claims against Vodafone Greece
with a total value of approximately €330 million for purported damage caused by the alleged abuse of dominance and wrongful
termination of a franchise arrangement with a Papistas company. Lawsuits which the Papistas claimants had previously brought against
Vodafone Group Plc and certain Directors and officers of Vodafone were withdrawn. Vodafone Greece filed a counter claim and all claims
were heard in February 2020. All of the Papistas claims were rejected by the Greek Court because the stamp duty payments required to
have the merits of the case considered had not been made. Vodafone Greece’s counter claim was also rejected. The Papistas claimants
and Vodafone Greece have each filed appeals and, subject to the Papistas claimants paying the requisite stamp duty, the hearing on the
merits of these appeals will take place in late 2021 and early 2022.
The amount claimed in these lawsuits is substantial and, if the claimants are successful, the total potential liability could be material.
However, we are continuing vigorously to defend the claims and based on the progress of the litigation so far the Group believes that it is
highly unlikely that there will be an adverse ruling for the Group. On this basis, the Group does not expect the outcome of these claims to
have a material financial impact.
UK: Phones 4U in Administration v Vodafone Limited and Vodafone Group Plc and Others
In December 2018, the administrators of former UK indirect seller, Phones 4U, sued the three main UK mobile network operators (‘MNOs’),
including Vodafone, and their parent companies. The administrators allege a conspiracy between the MNOs to pull their business from
Phones 4U thereby causing its collapse. Vodafone and the other defendants filed their defences in April 2019 and the Administrators filed
their replies in October 2019. Disclosure has taken place and witness statements are due to be filed by the end of July 2021. The judge
has also ordered that there should be a split trial between liability and damages. The first trial will start in May 2022.
Taking into account all available evidence, the Group assesses it to be more likely than not that a present obligation does not exist and
that the allegations of collusion are completely without merit; the Group is vigorously defending the claim. The value of the claim is not
pleaded but we understand it to be the total value of the business, possibly equivalent to approximately £1 billion. Vodafone’s alleged
share of the liability is also not pleaded. The Group is not able to estimate any possible loss in the event of an adverse judgement.
198 Vodafone Group Plc
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Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
30. Related party transactions
The Group has a number of related parties including joint arrangements and associates, pension schemes and
Directors and Executive Committee members (see note 12 “Investments in associates and joint arrangements”,
note 25 “Post employment benefits” and note 23 “Directors and key management compensation”).
Transactions with joint arrangements and associates
Related party transactions with the Group’s joint arrangements and associates primarily comprise fees for the use of products and services including
network airtime and access charges, fees for the provision of network infrastructure and cash pooling arrangements. 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
except as disclosed below.

2021 2020 2019

€m €m €m
Sales of goods and services to associates 14 32 27
Purchase of goods and services from associates 5 4 3
Sales of goods and services to joint arrangements 203 305 242
Purchase of goods and services from joint arrangements 109 97 192
Net interest income receivable from joint arrangements1 65 71 96
Net interest expense payable to joint arrangements1,2 56 – –

Trade balances owed:

by associates 3 4 1
to associates 5 4 3
by joint arrangements 88 157 193
to joint arrangements 31 37 25
Other balances owed by associates 56 – –
Other balances owed by joint arrangements1 955 1,083 997
Other balances owed to joint arrangements2 1,575 2,017 169
Notes:
1 Amounts arise primarily through VodafoneZiggo, TPG Telecom Limited and INWIT S.p.A.. Interest is paid in line with market rates.
2 Amounts for years ended 31 March 2021 and 2020 are primarily in relation to leases of tower space from INWIT S.p.A.

Dividends received from associates and joint ventures are disclosed in the consolidated statement of cash flows.
Transactions with Directors other than compensation
During the three years ended 31 March 2021 and as of 18 May 2021, no 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 2021 and as of 18 May 2021, 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.
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31. Related undertakings

A full list of all of our subsidiaries, joint arrangements and associated undertakings is detailed below.
A full list of subsidiaries, joint arrangements and associated undertakings (as defined in the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008) as at 31 March 2021 is detailed below. No subsidiaries are excluded from the Group consolidation.
Unless otherwise stated the Company’s subsidiaries all have share capital consisting solely of ordinary shares and are indirectly held. The
percentage held by Group companies reflect both the proportion of nominal capital and voting rights unless otherwise stated.
Subsidiaries
Accounting policies
A subsidiary is an entity directly or indirectly controlled by the Company. Control is achieved where the Company has existing rights that give it
the current ability to direct the activities that affect the Company’s returns and exposure or rights to variable returns from the entity. The results
of subsidiaries acquired or disposed of during the year are included in the consolidated income statement 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. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s
equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-
controlling shareholder’s share of changes in equity since the date of the combination. Total comprehensive income is attributed to non-
controlling interests even if this results in the non-controlling interests having a deficit balance.
% of share % of share % of share
class held by class held by class held by
Group Group Group
Company name Companies Share class Company name Companies Share class Company name Companies Share class

Avenida Cidade Jardim, 400, 7th and 20th Floors, Building 21, 11, Kangding St., BDA, Beijing, 100176 – China,
Albania Jardim Paulistano, São Paulo, Brazil, 01454-000 China
Rruga "Ibrahim Rugova", Sky Tower, Kati i 5, Hyrja 2, Tiranë, Vodafone Serviços Empresariais Brasil 100.00 Ordinary shares Vodafone Automotive Technologies 100.00 Ordinary shares
Shqipëri. Albania Ltda. (Beijing) Co, Ltd
_VOIS Albania ShpK. 100.00 Ordinary shares Av José Rocha Bonfim, 214, Cond Praça Capital – Edifício Level 9, Tower 2, China Central Place, Room 940, No.79 Jianguo
Toronto, sls 228/229 13080-900 Jardim Santa Genebra – Road, Chaoyang District, Beijing, 100025, China
Autostrada Tirane-Durres, Rruga: “Pavaresia”, Nr 61, Kashar,
Campinas, São Paulo, Brazil
Tirana, Albania Vodafone China Limited (China) (in 100.00 Equity interest
Cobra do Brasil Serviços de 70.00 Ordinary shares process of dissolution) shares
Vodafone Albania Sh.A 99.94 Ordinary shares
Telemàtica ltda. (in process
of dissolution) Level 9, Tower 2, China Central Place, Room 941, No.79 Jianguo
Argentina Road, Chaoyang District, Beijing, 100025, China
Av Paulista 74-4 andar, Sala 427, Bela Vista, CEP, 01311 – 902,
São Paulo, Brazil Vodafone Enterprise 100.00 Branch
Cerrito 348, 5 to B, C1010AAH, Buenos Aires, Argentina
Communications Technical Service
CWGNL S.A. (in process of dissolution) 100.00 Ordinary shares Vodafone Empresa Brasil 100.00 Ordinary shares (Shanghai) Co., Ltd. Beijing Branch2
Telecomunicações Ltda
Room 1603, 16th Floor, 1200 Pudong Avenue, China (S, 1200
Australia Pudong Avenue, Free Trade Zone, Shanghai, China
Bulgaria
Mills Oakley, Level 7, 151 Clarence Street, Sydney NSW 2000, Vodafone Enterprise 100.00 Ordinary shares
Australia 10 Tsar Osvoboditel Blvd., 3rd Floor, Spredets Region, Sofia, Communications Technical Service
1000, Bulgaria (Shanghai) Co., Ltd.
Vodafone Enterprise Australia Pty 100.00 Ordinary shares
Limited Vodafone Enterprise Bulgaria EOOD 100.00 Ordinary shares Congo, The Democratic Republic of the
Austria Canada 292 Avenue de La Justice, Commune de la Gombe, Kinshasa,
Congo
c/o Stolitzka & Partner Rechtsanwälte OG, 3280 Bloor Street West, Suite 1140, 11 Floor, Centre Tower,
Toronto ON M8X 2X3, Canada Vodacom Congo (RDC) SA5 30.85 Ordinary shares
Kärntner Ring 12, 3. Stock, 1010, Wien, Austria
Vodafone Canada Inc. 100.00 Common shares Building Comimmo II Ground Floor Right, 3157 Boulevard du 30
Vodafone Enterprise Austria GmbH 100.00 Ordinary shares
Juin, Commune de la Gombe, Kinshasa, DRC Congo, The
Democratic Republic of the
Bahrain Cayman Islands
Vodacash S.A.5 30.85 Ordinary shares
RSM Bahrain, 3rd floor Falcon Tower, Diplomatic Area, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005,
Manama, PO BOX 11816, Bahrain Cayman Islands
Cyprus
Vodafone Enterprise Bahrain W.L.L. 100.00 Ordinary shares CGP Investments (Holdings) Limited 100.00 Ordinary shares
Ali Rıza Efendi Caddesi No:33/A Ortaköy, Lefkoşa, Cyprus

Belgium Chile Vodafone Mobile Operations Limited 100.00 Ordinary shares

Malta House, rue Archimède 25, 1000 Bruxelles, Belgium 222 Miraflores, P.28, Santiago, Metrop, 97-763, Chile

Vodafone Belgium SA/NV 100.00 Ordinary shares Vodafone Enterprise Chile S.A. 100.00 Ordinary shares

Brazil China
200 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
31. Related undertakings (continued)

Arena Sport Rechte Marketing GmbH 100.00 Ordinary shares Company Limited Preference
Czech Republic i.L (in liquidation) shares
náměstí Junkových 2, Prague 5, Czech Republic, 155 00, Czech Vodafone Administration GmbH 100.00 Ordinary shares National Communications Backbone 70.00 Ordinary shares
Republic Company Limited
Vodafone BW GmbH 100.00 Ordinary shares
Oskar Mobil S.R.O. 100.00 Ordinary shares Vodafone Ghana Mobile Financial 70.00 Ordinary shares
Vodafone Hessen GmbH & Co. KG 100.00 Ordinary shares Services Limited
Nadace Vodafone Česká Republika 100.00 Trustee
Vodafone Management GmbH 100.00 Ordinary shares
Vodafone Czech Republic A.S. 100.00 Ordinary shares Greece
Vodafone NRW GmbH 100.00 Ordinary shares
Vodafone Enterprise Europe (UK) 100.00 Branch 1-3 Tzavella str, 152 31 Halandri, Athens, Greece
Limited - Czech Branch2 Vodafone West GmbH 100.00 Ordinary shares
Vantage Towers Single Member 81.05 Ordinary shares
Praha 4, Nusle, Závišova 502/5, 14000, Czech Republic Altes Forsthaus 2, 67661, Kaiserslautern, Germany
Societe Anonyme (previously
TKS Telepost Kabel-Service 93.84 Ordinary shares Vantage Towers Societe Anonyme,
Vantage Towers s.r.o. 4 81.05 Ordinary shares 16 April 2021)4
Kaiserslautern GmbH3
Vantage Towers 2 s.r.o. 100.00 Ordinary shares Vodafone-Panafon Hellenic 99.87 Ordinary shares
Betastraße 6-8, 85774 Unterföhring, Germany
Závišova Real Estate, s.r.o. 100.00 Ordinary shares Telecommunications Company S.A.
Kabel Deutschland Holding AG 3
93.84 Ordinary shares
Vodafone Greece Towers Societe 81.05 Ordinary shares
Denmark Vodafone Deutschland GmbH 93.84 Ordinary shares Anonyme4

Tuborg Boulevard 12, 2900, Hellerup, Denmark Vodafone Customer Care GmbH3 93.84 Ordinary shares 2 Adrianeiou str, Athens, 11525, Greece

Vodafone Enterprise Denmark A/S 100.00 Ordinary (DKK) Buschurweg 4, 76870, Kandel, Germany Crystal Almond Towers Single Member S.A.4 81.05 Ordinary shares
shares
Vodafone Automotive Deutschland 100.00 Ordinary shares 12,5 km National Road Athens – Lamia,
GmbH Metamorfosi / Athens, 14452, Greece
Egypt
Ferdinand-Braun-Platz 1, 40549, Duesseldorf, Germany Vodafone Innovus S.A. 99.87 Ordinary shares
17 Port Said Street, Maadi El Sarayat, Cairo, Egypt
Vodafone Enterprise Germany GmbH 100.00 Ordinary shares Pireos 163 & Ehelidon, Athens, 11854, Greece
Vodafone For Trading 54.95 Ordinary shares
Vodafone GmbH 100.00 Ordinary A 360 Connect S.A. 99.87 Ordinary shares
37 Kaser El Nil St, 4th. Floor, Cairo, Egypt shares, Ordinary
B shares
Starnet 55.00 Ordinary shares Guernsey
Vodafone Group Services GmbH 100.00 Ordinary shares
54 El Batal Ahmed Abed El Aziz, Mohandseen, Giza, Egypt Martello Court, Admiral Park, St. Peter Port, GY1 3HB,
Vodafone Institut für Gesellschaft und 100.00 Ordinary shares Guernsey
Sarmady Communications 55.00 Ordinary shares Kommunikation GmbH
FB Holdings Limited 100.00 Ordinary shares
Building no. 2109 “VHUB1”, Smart Village, Cairo Alexandria, Vodafone Stiftung Deutschland 100.00 Ordinary shares
Egypt Gemeinnutzige GmbH Le Bunt Holdings Limited 100.00 Ordinary shares

Vodafone International Services LLC 100.00 Ordinary shares Vodafone Vierte Verwaltungs AG 100.00 Ordinary shares Silver Stream Investments Limited 100.00 Ordinary shares

Site No 15/3C, Central Axis, 6th October City, Egypt Friedrich-Wilhelm-Strasse 2, 38100, Braunschweig, Germany Roseneath, The Grange, St Peter Port, GY1 2QJ, Guernsey

Vodafone Egypt 55.00 Ordinary shares KABELCOM Braunschweig 93.84 Ordinary shares VBA Holdings Limited5 60.50 Ordinary shares
Telecommunications S.A.E. Gesellschaft Fur Breitbandkabel- and non-voting,
Kommunikation Mit Beschrankter irredeemable,
Smart Village C3 Vodafone Building, Egypt Haftung3 non-cumulative
preference
Vodafone Data 55.00 Ordinary shares Helmholtzstaße. 2-9, Gerbäude F10587, Berlin, Germany shares

Vodafone Service GmbH 100.00 Ordinary shares VBA International Limited5 60.50 Ordinary shares,
Finland and non-voting,
Holzmarkt 1, 50676, Köln, North Rhine-Westphalia, Germany irredeemable,
c/o Eversheds Asianajotoimisto Oy, Fabianinkatu 29 B, Helsinki,
non-convertible,
00100, Finland Grandcentrix GmbH 100.00 Ordinary shares non-cumulative
Vodafone Enterprise Finland OY 100.00 Ordinary shares Nobelstrasse 55, 18059, Rostock, Germany preference
shares
“Urbana Teleunion” Rostock GmbH & 65.69 Ordinary shares
France Co.KG3 Hong Kong
1300 route de Cretes, Le WTC, Bat I1, 06560, Valbonne Soph, Prinzenallee 11-13, 40549, Düsseldorf, Germany
France Level 24, Dorset House, Taikoo Place, 979 King’s Road, Quarry
Vantage Towers AG 81.05 Ordinary shares Bay, Hong Kong
Vodafone Automotive Telematics 100.00 Ordinary shares
Development S.A.S Seilerstrasse 18, 38440, Wolfsburg, Germany Vodafone Enterprise Hong Kong Ltd 100.00 Ordinary shares

EuroPlaza Tour, 20 Avenue Andre Prothin, La Défense Cedex- KABELCOM Wolfsburg Gesellschaft 93.84 Ordinary shares
France (149153), 92400, Courbevoie, France Fur Breitbandkabel-Kommunikation
Hungary
Mit Beschrankter Haftung3 40-44 Hungaria Krt., Budapest, H-1087, Hungary
Vodafone Automotive France S.A.S 100.00 Ordinary shares
VSSB Vodafone Szolgáltató Központ 100.00 Registered
Vodafone Enterprise France SAS 100.00 New euro Ghana Budapest Zártkörűen Működő ordinary shares
shares
Manet Tower A, South Liberation Link, Accra, Ghana Részvénytársaság
Rue Champollion, 22300, Lannion, France
Vodacom Business (Ghana) Limited 70.00 Ordinary shares, 6 Lechner Ödön fasor, Budapest, 1096, Hungary
Apollo Submarine Cable System Ltd 100.00 Branch Preference
Vantage Towers Zártkörűen Működő 81.05 Ordinary shares
– French Branch2 shares
Részvénytársaság4
Telecom House, Nsawam Road, Accra-North,
Germany Greater Accra Region, PMB 221, Ghana
Vodafone Magyarország Távközlési 100.00 Series A
Zártkörűen Működő Registered
Aachener Str. 746-750, 50933, Köln, Germany Ghana Telecommunications 70.00 Ordinary shares, Részvénytársaság common shares
201 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Vodafone Enterprise Italy S.r.L 100.00 Euro shares Vodafone Enterprise Global 100.00 Ordinary shares
India Businesses S.à r.l.
Vodafone Gestioni S.p.A. 100.00 Ordinary shares
10th Floor, Tower A&B, Global Technology Park, (Maple Tree Vodafone Enterprise Luxembourg S.A. 100.00 Ordinary euro
Building), Marathahalli Outer Ring Road, Devarabeesanahalli Vodafone Servizi E Tecnologie S.R.L. 100.00 Equity shares shares
Village, Varthur Hobli, Bengaluru, Karnataka, 560103, India
Via per Carpi 26/B, 42015, Correggio (RE), Italy Vodafone International 1 S.à r.l. 100.00 Ordinary shares
Cable and Wireless (India) Limited – 100.00 Branch
VND S.p.A 100.00 Ordinary shares Vodafone International M S.à r.l. 100.00 Ordinary shares
Branch2
Vodafone Investments Luxembourg 100.00 Ordinary shares
Cable and Wireless Global (India) 100.00 Equity shares Japan S.à r.l.
Private Limited
KAKiYa building, 9F, 2-7-17 Shin-Yokohama, Kohoku-ku, Vodafone Luxembourg 5 S.à r.l. 100.00 Ordinary shares
Cable & Wireless Networks India 100.00 Equity shares Yokoha- City, Kanagawa, 222-0033, Japan
Private Limited Vodafone Luxembourg S.à r.l. 100.00 Ordinary shares
Vodafone Automotive Japan KK 100.00 Ordinary shares
201 - 206, Shiv Smriti Chambers, 49/A, Dr. Annie Besant Road,
Vodafone Procurement Company S.à 100.00 Ordinary shares
Worli, Mumbai, Maharashtra, 400018, India Marunouchi Trust Tower North 15F, 8-1, Marunouchi 1-chome, r.l.
Level 15, Chiyoda-ku, Tokyo, Japan
Omega Telecom Holdings Private 100.00 Equity shares Vodafone Roaming Services S.à r.l. 100.00 Ordinary shares
Limited Vodafone Enterprise U.K. – 100.00 Branch
Japanese Branch2 Vodafone Services Company S.à r.l. 100.00 Ordinary shares
Vodafone India Services Private Ltd 100.00 Equity shares
Vodafone Global Enterprise (Japan) 100.00 Ordinary shares
Business @ Mantri, Tower A, 3rd Floor, S No.197,
K.K. Malaysia
Wing A1 & A2, Near Hotel Four Points, Lohegaon, Pune,
Maharashtra, 411014, India Suite 13.03, 13th Floor, Menara Tan & Tan,
Jersey 207 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia
Vodafone Global Services Private Ltd 100.00 Equity shares
44 Esplanade, St Helier, JE4 9WG, Jersey Vodafone Global Enterprise (Malaysia) 100.00 Ordinary shares
E-47, Bankra Super Market, Bankra, Howrah, West Bengal, Sdn Bhd
711403, India Aztec Limited 100.00 Ordinary shares

Usha Martin Telematics Limited 100.00 Equity shares Globe Limited 100.00 Ordinary shares Malta
Plex Limited 100.00 Ordinary shares Portomaso Business Tower, Level 15B, St Julians, STJ 4011,
Ireland Malta
Vizzavi Finance Limited 99.99 Ordinary shares
2nd Floor, Palmerston House, Fenian Street, Dublin 2, Ireland Vodafone Holdings Limited 100.00 ‘A’ ordinary shares,
Vodafone International 2 Limited 100.00 Ordinary shares ‘B’ ordinary shares
Vodafone International Financing 100.00 Ordinary shares
Designated Activity Company Vodafone Jersey Dollar Holdings 100.00 Limited Liability Vodafone Insurance Limited 100.00 ‘A’ ordinary shares,
Limited shares ‘B’ ordinary shares
Mountainview, Leopardstown, Dublin 18, Ireland
Vodafone Jersey Finance 100.00 Ordinary shares,
Vantage Towers Limited4 81.05 Ordinary shares B shares, C shares, D Mauritius
shares, F shares,
VF Ireland Property Holdings Limited 100.00 Ordinary euro G shares 10th Floor, Standard Chartered Towers, 19 Cybercity, Ebene,
shares Mauritius
Vodafone Jersey Yen Holdings 100.00 Limited liability
Vodafone Enterprise Global Limited 100.00 Ordinary shares Unlimited shares Mobile Wallet VM15 60.50 Ordinary shares
Vodafone Global Network Limited 100.00 Ordinary shares
Mobile Wallet VM2 5
60.50 Ordinary shares
Vodafone Group Services Ireland 100.00 Ordinary shares
Kenya
VBA (Mauritius) Limited5 60.50 Ordinary shares,
Limited 6th Floor, ABC Towers, ABC Place, Waiyaki Way, Nairobi, Redeemable
00100, Kenya preference shares
Vodafone Ireland Distribution Limited 100.00 Ordinary shares

Vodafone Ireland Limited 100.00 Ordinary shares M-PESA Holding Co. Limited 100.00 Equity shares Vodacom International Limited5 60.50 Ordinary shares,
Non-cumulative
Vodafone Ireland Marketing Limited 100.00 Ordinary shares Vodafone Kenya Limited 5
65.43 Ordinary voting preference shares
shares
Vodafone Ireland Retail Limited 100.00 Ordinary shares Fifth Floor, Ebene Esplanade, 24 Cybercity, Ebene, Mauritius
The Riverfront, 4th floor, Prof. David Wasawo Drive, Off Riverside
Drive, Nairobi, Kenya Al-Amin Investments Limited 100.00 Ordinary shares
Italy
Vodacom Business (Kenya) Limited5 48.40 Ordinary shares, Array Holdings Limited 100.00 Ordinary shares
Piazzale Luigi Cadorna, 4, 20123, Milano, Italy Ordinary B shares
Asian Telecommunication 100.00 Ordinary shares
Vodafone Global Enterprise (Italy) 100.00 Ordinary shares Investments (Mauritius) Limited
S.R.L. Korea, Republic of
CCII (Mauritius), Inc. 100.00 Ordinary shares
SS 33 del Sempione KM 35, 212, 21052 Busto Arsizio (VA), Italy ASEM Tower Level 37, 517 Yeongdong-daero, Gangnam-gu,
Seoul, 135-798, Korea, Republic of CGP India Investments Ltd. 100.00 Ordinary shares
Vodafone Automotive Italia S.p.A 100.00 Ordinary shares
Vodafone Enterprise Korea Limited 100.00 Ordinary shares Euro Pacific Securities Ltd. 100.00 Ordinary shares
Via Astico 41, 21100 Varese, Italy
Mobilvest 100.00 Ordinary shares
Vodafone Automotive Electronic 100.00 Ordinary shares Lesotho
Systems S.r.L Prime Metals Ltd. 100.00 Ordinary shares
585 Mabile Road, Vodacom Park, Maseru, Lesotho
Vodafone Automotive SpA 100.00 Ordinary shares Trans Crystal Ltd. 100.00 Ordinary shares
Vodacom Lesotho (Pty) Limited5 48.40 Ordinary shares
Vodafone Automotive Telematics Srl 100.00 Ordinary shares Vodafone Mauritius Ltd. 100.00 Ordinary shares
Luxembourg Vodafone Tele-Services (India) 100.00 Ordinary shares
Via Jervis 13, 10015, Ivrea, Tourin, Italy
Holdings Limited
15 rue Edward Steichen, Luxembourg, 2540, Luxembourg
VEI S.r.l. 100.00 Partnership interest
shares Vodafone Telecommunications 100.00 Ordinary shares
Tomorrow Street GP S.à r.l. 100.00 Ordinary shares
(India) Limited
Vodafone Italia S.p.A. 100.00 Ordinary shares Vodafone Asset Management 100.00 Ordinary shares
Services S.à r.l.
Via Lorenteggio 240, 20147, Milan, Italy
202 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
31. Related undertakings (continued)

Oni Way - Infocomunicacoes, S.A 100.00 Ordinary shares Prievozská 6, Bratislava, 821 09, Slovakia
Mexico
Vodafone Portugal - Comunicacoes 100.00 Ordinary shares Vodafone Czech Republic A.S. – 100.00 Branch
Avenida Insurgentes Sur No. 1647, Piso 12, despacho 1202, Pessoais, S.A. Slovakia Branch2
Colonia San José Insurgentes, Alcaldía Benito Juárez, C.P.
03900, Ciudad de México, Mexico Vodafone Enterprise Spain, S.L.U. - 100.00 Branch Suché mýto 1, Bratislava, 811 03, Slovakia
Portugal Branch2
Vodafone Empresa México S.de R.L. 100.00 Corporate certificate Vodafone Global Network Limited – 100.00 Branch
de C.V. series A shares, Vodafone Towers Portugal, S.A.4 81.05 Ordinary shares Slovakia Branch2
Corporate certificate
series B shares Romania South Africa
1 A Constantin Ghercu Street, Floors 8 – 10, 6th District, 319 Frere Road, Glenwood, 4001, South Africa
Mozambique Bucharest, Romania
Rua dos Desportistas, Numero 649, Cidade de Maputo, Cable and Wireless Worldwide South 100.00 Ordinary shares
UPC Services S.R.L. 100.00 Ordinary shares Africa (Pty) Ltd
Mozambique
201 Barbu Vacarescu, 5th Floor, 2nd District, 9 Kinross Street, Germiston South, 1401, South Africa
VM, SA5 51.42 Ordinary shares
Bucharest, Romania
Vodafone M-Pesa, S.A 5
51.42 Ordinary shares Vodafone Holdings (SA) Proprietary 100.00 Ordinary shares
Vodafone External Services S.R.L. 100.00 Ordinary shares Limited

Netherlands 201 Barbu Vacarescu, 8th Floor, 2nd District, Vodafone Investments (SA) 100.00 Ordinary A shares,
Bucharest, Romania Proprietary Limited “B” ordinary no par
Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den value shares
IJssel, Netherlands Vodafone Romania S.A 100.00 Ordinary shares
Bylsbridge Office Park, Building 14m Block C, 1st Floor,
Vodafone Enterprise Netherlands B.V. 100.00 Ordinary shares 201 Barbu Vacarescu Street, Mezzanine, District 2, Bucharest, Alexandra Road, Centurion, Highveld Ext 73, 0046, South Africa
Romania
Vodafone Europe B.V. 100.00 Ordinary shares 10T Holdings (Proprietary) Limited5 30.87 Ordinary shares
Vodafone Foundation 100.00 Sole member
Vodafone International Holdings B.V. 100.00 Ordinary shares IoT.nxt (Pty) Limited5 30.87 Ordinary shares
201 Barbu Vacarescu Street, Mezzanine, Room 1, District 2,
Vodafone Panafon International 99.87 Ordinary shares Bucharest, Romania IOT.nxt Development (Pty) Limited5 30.87 Ordinary shares
Holdings B.V.
Vantage Towers S.R.L. 4
81.05 Ordinary shares Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand,
Rivium Quadrant 175, 6th Floor, 2909 LC, Capelle aan den IJssel, 1685, South Africa
Netherlands 62D Nordului Street, District 1, Bucharest, Romania
GS Telecom (Pty) Limited5 60.50 Ordinary shares
Central Tower Holding Company B.V.4 81.05 Ordinary shares UPC Foundation 100.00 Sole member
and special Jupicol (Proprietary) Limited5 42.35 Ordinary shares
shares Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 1, Bucureşti,
Romania Mezzanine Ware Proprietary Limited 54.45 Ordinary shares
Zuid-hollanden 7, Rode Olifant, Spaces, 2596AL, den Haag, (RF)5
Netherlands Vodafone România M - Payments 100.00 Ordinary shares
SRL Motifprops 1 (Proprietary) Limited5 60.50 Ordinary shares
IoT.nxt USA BV 5
30.87 Ordinary shares
Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 3, Bucureşti, Scarlet Ibis Investments 23 (Pty) 60.50 Ordinary shares
IOT.NXT BV.5 30.87 Ordinary shares Romania Limited5

IoT.nxt Europe BV5 30.87 Ordinary shares Storage Technology Services (Pty) 30.85 Ordinary shares
Vodafone România Technologies SRL 99.55 Ordinary shares
Limited5
Sectorul 4, Strada Oltenitei, Nr. 2, Etaj 3, Bucureşti, Romania
New Zealand Vodacom (Pty) Limited5 60.50 Ordinary shares,
Vodafone Shared Services Romania 90.48 Ordinary shares Ordinary A shares
74 Taharoto Road, Takapuna, Auckland, 0622, New Zealand SRL
Vodacom Business Africa Group (Pty) 60.50 Ordinary shares
Vodafone Enterprise Hong Kong 100.00 Branch Șoseaua Vestului no. 1A, West Mall Ploiești, First Floor, Ploiești, Limited5
Limited - New Zealand Branch2 Romania Vodacom Financial Services 60.50 Ordinary shares
Evotracking SRL 100.00 Ordinary shares (Proprietary) Limited5
Norway
Vodacom Group Limited 60.50 Ordinary shares
c/o EconPartner AS, Dronning Mauds gate 15, Oslo, 0250, Russian Federation Vodacom Insurance Administration 60.50 Ordinary shares
Norway
Build. 2, 14/10, Chayanova str., 125047, Moscow, Russian Company (Proprietary) Limited5
Vodafone Enterprise Norway AS 100.00 Ordinary shares Federation Vodacom Insurance Company (RF) 60.50 Ordinary shares
Vodafone House, The Connection, Newbury, Berkshire, RG14 Cable & Wireless CIS Svyaz LLC 100.00 Charter capital Limited5
2FN, United Kingdom shares Vodacom International Holdings (Pty) 60.50 Ordinary shares
Limited5
Vodafone Limited – Norway Branch2 100.00 Branch
Serbia Vodacom Life Assurance Company 60.50 Ordinary shares
Oman Vladimira Popovića 38-40, New Belgrade, 11070, Serbia (RF) Limited5

Knowledge Oasis Muscat, Al-seeb, Muscat, Governorate P.O Box Vodafone Enterprise Equipment 100.00 Branch Vodacom Payment Services 60.50 Ordinary shares
104 135, Oman Limited Ogranak u Beogradu - Serbia (Proprietary) Limited5
Branch2 Vodacom Properties No 1 60.50 Ordinary shares
Vodafone Services LLC 100.00 Shares
(Proprietary) Limited5
Poland Singapore
Vodacom Properties No.2 (Pty) 60.50 Ordinary shares
Asia Square Tower 2, 12 Marina View, #17-01, Singapore, Limited5
Ul. Złota 59, 00-120, Warszawa, Poland
018961, Singapore
Wheatfields Investments 276 60.50 Ordinary shares
Vodafone Business Poland sp. z o.o. 100.00 Ordinary shares (Proprietary) Limited5
Vodafone Enterprise Singapore 100.00 Ordinary shares
Pte.Ltd XLink Communications (Proprietary) 60.50 Ordinary A Shares
Portugal Limited5
Av. D. João II, nº 36 – 8º Piso, 1998 – 017, Parque das Nações, Slovakia
Lisboa, Portugal
203 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Vodafone Telekomunikasyon A.S. 100.00 Registered shares Ordinary C shares,

Spain Ordinary D shares

Cable & Wireless Aspac Holdings 100.00 Ordinary shares

Limited
Vodafone Automotive Iberia S.L. 100.00 Ordinary shares Vodafone Teknoloji Hizmetleri A.S. 100.00 Registered shares
Cable & Wireless CIS Services Limited 100.00 Ordinary shares
Maslak Mah. AOS 55 Sk. 42 Maslak Sit. B Blok Apt. No: 4/663,
Sarıyer Istanbul, Turkey Cable & Wireless Communications 100.00 ‘A’ ordinary shares,
Vodafone Enabler España, S.L. 100.00 Ordinary shares Data Network Services Limited ‘B’ ordinary shares
Vodafone Sigorta Aracilik Hismetleri A.S. 100.00 Ordinary shares
Vodafone Enterprise Spain SLU 100.00 Ordinary shares, Cable & Wireless Europe Holdings 100.00 Ordinary shares
Ordinary euro Vodafone Elektronik Para Ve Ödeme 100.00 Registered shares Limited
shares Hizmetleri A.S.
Cable & Wireless Global Business 100.00 Ordinary shares
Vodafone Espana S.A.U. 100.00 Ordinary shares Services Limited
Ukraine
Vodafone Holdings Europe S.L.U. 100.00 Ordinary shares Cable & Wireless Global Holding 100.00 Ordinary shares
Limited
Vodafone ONO, S.A.U. 100.00 Ordinary shares
LLC Vodafone Enterprise Ukraine 100.00 Ordinary shares Cable & Wireless Global 100.00 Ordinary shares
Vodafone Servicios S.L.U. 100.00 Ordinary shares
Telecommunication Services Limited
Vantage Towers, S.L.U.4 81.05 Ordinary shares United Arab Emirates Cable & Wireless UK Holdings Limited 100.00 Ordinary shares

Sweden Cable & Wireless Worldwide Limited 100.00 Ordinary shares,

Redeemable
preference shares
Vodafone Enterprise Europe (UK) 100.00 Branch
Limited – Dubai Branch2 Cable & Wireless Worldwide Voice 100.00 Ordinary shares
Vodafone Enterprise Sweden AB 100.00 Ordinary shares, Messaging Limited
Shareholder’s United Kingdom Cable and Wireless (India) Limited 100.00 Ordinary shares
contribution shares
Cable and Wireless Nominee Limited 100.00 Ordinary shares
Switzerland Cellops Limited (in process of 100.00 Ordinary shares
Thus Group Holdings Limited 100.00 Ordinary shares dissolution)
Thus Group Limited 100.00 Ordinary shares Central Communications Group 100.00 Ordinary shares,
Vodafone Enterprise Switzerland AG 100.00 Ordinary shares
Limited Ordinary A shares
Thus Profit Sharing Trustees Limited 100.00 Ordinary shares
Taiwan Energis Communications Limited 100.00 Ordinary shares

Energis Squared Limited 100.00 Ordinary shares

Vodafone (NI) Limited 100.00 Ordinary shares General Mobile Corporation Limited 100.00 Ordinary shares
Vodafone Global Enterprise Taiwan 100.00 Ordinary shares London Hydraulic Power Company 100.00 Ordinary shares, 5%
Limited Non-Cumulative
preference shares
Tanzania, United Republic of Pinnacle Cellular Group Limited 100.00 Ordinary shares
MetroHoldings Limited 100.00 Ordinary shares
Pinnacle Cellular Limited 100.00 Ordinary shares
ML Integration Group Limited 100.00 Ordinary shares,
Vodafone (Scotland) Limited 100.00 Ordinary shares Redeemable
Shared Networks Tanzania Limited5 45.37 Ordinary shares preference shares
Woodend Group Limited (in process 100.00 Ordinary shares
of dissolution) Navtrak Limited 100.00 Ordinary shares
Vodacom Tanzania Public Limited 45.37 Ordinary shares
Company5 Project Telecom Holdings Limited 1
100.00 Ordinary shares

Rian Mobile Limited 100.00 Ordinary shares

Energis (Ireland) Limited 100.00 A Ordinary shares, B
Ordinary shares, C Singlepoint (4U) Limited (in process of 100.00 Ordinary shares
Gateway Communications Tanzania 59.89 Ordinary shares Ordinary shares, D dissolution)
Limited (in liquidation)5 Ordinary
Talkland International Limited 100.00 Ordinary shares
Plot No. 23, Ursino Estate, Bagamoyo Road, Dar es Salaam,
Tanzania, United Republic of Talkmobile Limited 100.00 Ordinary shares

M-Pesa Limited5 45.37 Ordinary A shares, Talkmobile U.K. Limited (in process of 100.00 Ordinary shares
Vodacom Business Africa Group 60.50 Ordinary shares, dissolution)
Ordinary B shares
Services Limited5 Preference shares
Vodacom Tanzania Limited Zanzibar5 45.37 Ordinary shares The Eastern Leasing Company 100.00 Ordinary shares
Vodacom UK Limited5 60.50 Ordinary shares, Limited
Non-redeemable
Turkey ordinary A shares, Thus Limited 100.00 Ordinary shares
Ordinary B shares,
Non-redeemable Vizzavi Limited 100.00 Ordinary shares
preference shares
Voda Limited 100.00 Ordinary shares,
Vodafone Bilgi Ve Iletisim Hizmetleri 100.00 Registered shares Zero coupon
AS redeemable
preference shares
Vodafone Dagitim, Servis ve Icerik 100.00 Ordinary shares AAA (Euro) Limited (in process of 100.00 Ordinary shares
Hizmetleri A.S. dissolution) Vodafone (New Zealand) Hedging 100.00 Ordinary shares
Limited
Vodafone Dijital Yayincilik Hizmetleri 100.00 Ordinary shares Apollo Submarine Cable System 100.00 Ordinary shares
A.S. Limited Vodafone 2. 100.00 Ordinary shares

Vodafone Holding A.S. 100.00 Registered shares Aspective Limited (in process of 100.00 Ordinary shares Vodafone 4 UK 100.00 Ordinary shares
dissolution)
Vodafone Kule ve Altyapi Hizmetleri 100.00 Ordinary shares Vodafone 5 Limited 100.00 Ordinary shares
A.S. Astec Communications Limited (in 100.00 Ordinary shares
Vodafone 5 UK 100.00 Ordinary shares
process of dissolution)
Vodafone Medya Icerik Hizmetleri A.S. 100.00 Ordinary shares
Vodafone 6 UK 100.00 Ordinary shares
Bluefish Communications Limited 100.00 Ordinary A shares,
Vodafone Net İletişim Hizmetleri A.S. 100.00 Ordinary shares Ordinary B shares, Vodafone Americas 4 100.00 Ordinary shares
204 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
31. Related undertakings (continued)

Vodafone Automotive UK Limited 100.00 Ordinary shares Limited1 Vodafone Panafon UK 99.87 Ordinary shares

Vodafone Benelux Limited 100.00 Ordinary shares, Vodafone Group Pension Trustee 100.00 Ordinary shares Vodafone Partner Services Limited 100.00 Ordinary shares,
Preference shares Limited1 Redeemable
preference shares
Vodafone Business Solutions Limited 100.00 Ordinary shares Vodafone Group Services Limited 100.00 Ordinary shares,
(in process of dissolution) Deferred shares Vodafone Property Investments 100.00 Ordinary shares
Limited
Vodafone Cellular Limited 1
100.00 Ordinary shares Vodafone Group Services No.2 100.00 Ordinary shares
Limited1 Vodafone Retail (Holdings) Limited 100.00 Ordinary shares
Vodafone Connect Limited (in 100.00 Ordinary shares
process of dissolution) Vodafone Group Share Trustee 100.00 Ordinary shares Vodafone Retail Limited (in process of 100.00 Ordinary shares
Limited1 dissolution)
Vodafone Consolidated Holdings 100.00 Ordinary shares
Limited Vodafone Hire Limited (in process of 100.00 Ordinary shares Vodafone Sales & Services Limited 100.00 Ordinary shares
dissolution)
Vodafone Corporate Limited 100.00 Ordinary shares Vodafone UK Foundation 100.00 Sole member
Vodafone Holdings Luxembourg 100.00 Ordinary shares
Vodafone Corporate Secretaries 100.00 Ordinary shares Limited Vodafone UK Limited1 100.00 Ordinary shares
Limited1
Vodafone Intermediate Enterprises 100.00 Ordinary shares Vodafone Ventures Limited1 100.00 Ordinary shares
Vodafone DC Pension Trustee 100.00 Ordinary shares Limited
Company Limited1 Vodafone Worldwide Holdings 100.00 Ordinary shares;
Vodafone International 2 Limited – 100.00 Branch Limited Cumulative
Vodafone Distribution Holdings 100.00 Ordinary shares UK Branch2 preference
Limited
Vodafone International Holdings 100.00 Ordinary shares Vodafone Yen Finance Limited 100.00 Ordinary shares
Vodafone Enterprise Corporate 100.00 Ordinary shares Limited
Secretaries Limited Vodafone-Central Limited 100.00 Ordinary shares
Vodafone International Operations 100.00 Ordinary shares
Vodafone Enterprise Equipment 100.00 Ordinary shares Vodaphone Limited 100.00 Ordinary shares
Limited
Limited
Vodata Limited 100.00 Ordinary shares
Vodafone Investment UK 100.00 Ordinary shares
Vodafone Enterprise Europe (UK) 100.00 Ordinary shares
Your Communications Group Limited 100.00 B ordinary shares,
Limited Vodafone Investments Australia 100.00 Ordinary shares
Redeemable
Limited
Vodafone Enterprise U.K. 100.00 Ordinary shares preference shares
Vodafone Investments Limited1 100.00 Ordinary shares,
Vodafone Euro Hedging Limited 100.00 Ordinary shares Zero coupon United States
redeemable
Vodafone Euro Hedging Two 100.00 Ordinary shares
preference shares 145 West 45th St., 8th Floor, New York NY 10036, United States
Vodafone Europe UK 100.00 Ordinary shares
Vodafone IP Licensing Limited1 100.00 Ordinary shares Cable & Wireless Americas Systems, 100.00 Common stock
Vodafone European Investments1 100.00 Ordinary shares Inc. shares
Vodafone Limited 100.00 Ordinary shares
Vodafone European Portal Limited1 100.00 Ordinary shares Vodafone Americas Virginia Inc. 100.00 Common stock
Vodafone Marketing UK 100.00 Ordinary shares shares
Vodafone Finance Limited 1
100.00 Ordinary shares
Vodafone Mobile Communications 100.00 Ordinary shares
Vodafone US Inc. 100.00 Common stock
Vodafone Finance Luxembourg 100.00 Ordinary shares Limited
shares
Limited
Vodafone Mobile Enterprises Limited 100.00 A-ordinary shares, 1209 Orange, Orange Street, Wilmington, New Castle DE 19801,
Vodafone Finance Sweden 100.00 Ordinary shares, Ordinary one pound
United States
Ordinary deferred shares
IoT nxt USA Inc5 30.87 Common stock
Vodafone Finance UK Limited 100.00 Ordinary shares Vodafone Mobile Network Limited 100.00 A-ordinary shares,
Ordinary one pound 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808,
Vodafone Financial Operations 100.00 Ordinary shares shares United States
Vodafone Global Content Services 100.00 Ordinary shares, 5% Vodafone Nominees Limited1 100.00 Ordinary shares
Unitymedia Finance LLC 100.00 Sole member
Limited fixed rate non-voting
preference shares Vodafone Oceania Limited 100.00 Ordinary shares
1615 Platte Street, Suite 02-115, Denver CO 80202, United States
Vodafone Global Enterprise Limited 100.00 Ordinary shares, Vodafone Old Show Ground Site 100.00 Ordinary shares
Vodafone Americas Foundation 100.00 Trustee
Deferred shares, B Management Limited
deferred shares
Vodafone Overseas Finance Limited 100.00 Ordinary shares
Vodafone Group (Directors) Trustee 100.00 Ordinary shares
Vodafone Overseas Holdings Limited 100.00 Ordinary shares
205 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Associated undertakings and Netspace Online Systems Pty Ltd 25.05 Ordinary shares Bermuda
joint arrangements Numillar IPS Pty Ltd 25.05 Ordinary shares
Clarendon House, 2 Church St, Hamilton, HM11, Bermuda
Orchid Human Resources Pty Ltd 25.05 Ordinary shares
PPC 1 Limited 25.05 Ordinary shares
Australia
PIPE International (Australia) Pty Ltd 25.05 Ordinary shares
Level 1, 177 Pacific Highway, North Sydney NSW 2060,
PIPE Networks Pty Limited 25.05 Ordinary shares
Czech Republic
Australia
PIPE Transmission Pty Limited 25.05 Ordinary shares U Rajské zahrady 1912/3, Praha 3, 130 00, Czech Republic
AAPT Limited 25.05 Ordinary shares
PowerTel Limited 25.05 Ordinary shares COOP Mobil s.r.o. 33.33 Ordinary shares
ACN 088 889 230 Pty Ltd 25.05 Ordinary shares
Request Broadband Pty Ltd 25.05 Ordinary shares Egypt
ACN 139 798 404 Pty Ltd 25.05 Ordinary shares
Soul Communications Pty Ltd 25.05 Ordinary shares
Adam Internet Holdings Pty Ltd 25.05 Ordinary shares 23 Kasr El Nil St, Cairo, Egypt, 11211, Egypt
Soul Contracts Pty Ltd 25.05 Ordinary shares
Adam Internet Pty Ltd 25.05 A shares, B shares, Wataneya Telecommunications S.A.E 50.00 Ordinary shares
Ordinary shares Soul Pattinson Telecommunications 25.05 Ordinary shares
Agile Pty Ltd 25.05 Ordinary shares
Pty Ltd Germany
SPT Telecommunications Pty Ltd 25.05 Ordinary shares
Alchemyit Pty Ltd 25.05 Ordinary shares 38 Berliner Allee, 40212, Düsseldorf, Germany
SPTCom Pty Ltd 25.05 Ordinary shares
Blue Call Pty Ltd 25.05 Ordinary shares MNP Deutschland Gesellschaft 33.33 Partnership
Telecom Enterprises Australia Pty 25.05 Ordinary shares bürgerlichen Rechts share
Cable Licence Holdings Pty Ltd 25.05 A shares, B shares
Limited
Nobelstrasse 55, 18059, Rostock, Germany
Chariot Pty Ltd 25.05 Ordinary shares
Telecom New Zealand Australia Pty 25.05 Ordinary shares,
Ltd Redeemable Verwaltung “Urbana Teleunion” 38.38 Ordinary shares
Chime Communications Pty Ltd 25.05 Ordinary shares Rostock GmbH3
preference shares
Connect Internet Solutions Pty 25.05 Ordinary shares
Limited TPG Corporation Limited 25.05 Ordinary shares Greece
Connect West Pty Ltd 25.05 No 1 Ordinary TPG Energy Pty Ltd 25.05 Ordinary shares
43-45 Valtetsiou Str., Athens, Greece
shares
TPG Holdings Pty Ltd 25.05 Ordinary shares
Safenet N.P,A. 24.97 Ordinary shares
Destra Communications Pty Ltd 25.05 Ordinary shares
TPG Internet Pty Ltd 25.05 Ordinary shares
56 Kifisias Avenue & Delfwn, Marousi, 151 25
Digiplus Contracts Pty Ltd 25.05 Ordinary shares
TPG JV Company Pty Ltd 25.05 Ordinary shares
Tilegnous IKE 33.29 Ordinary shares
Digiplus Holdings Pty Ltd 25.05 Ordinary shares
TPG Network Pty Ltd 25.05 Ordinary shares
Marathonos Ave 18 km & Pylou, Pallini, Attica, Pallini, Attica,
Digiplus Investments Pty Ltd 25.05 Ordinary shares 15351, Greece
TPG Telecom Limited 25.05 Ordinary shares
Digiplus Pty Ltd 25.05 Ordinary shares
TransACT Broadcasting Pty Ltd 25.05 Ordinary shares Victus Networks S.A. 49.94 Ordinary shares
FTTB Wholesale Pty Ltd 25.05 Ordinary shares
TransACT Capital Communications 25.05 Ordinary shares
H3GA Properties (No.3) Pty Limited 25.05 Ordinary shares Pty Ltd India
Hosteddesktop.com Pty Ltd 25.05 Ordinary shares TransACT Communications Pty Ltd 25.05 Ordinary shares 10th Floor, Birla Centurion, Century Mills Compound,
Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra,
iHug Pty Ltd 25.05 No 1 Ordinary TransACT Victoria Communications 25.05 Ordinary shares 400030, India
shares Pty Ltd
Vodafone Foundation7 43.72 Equity shares
iiNet (Ozemail) Pty Ltd 25.05 Ordinary shares TransACT Victoria Holdings Pty Ltd 25.05 Ordinary shares
Vodafone Idea Technology Solutions 44.39 Equity shares
iiNet Labs Pty Ltd 25.05 Ordinary shares Transflicks Pty Ltd 25.05 Ordinary shares Limited7
iiNet Limited 25.05 Ordinary shares Trusted Cloud Pty Ltd 25.05 Ordinary shares Vodafone Idea Communications 44.39 Equity shares
Systems Limited7
Internode Pty Ltd 25.05 B shares, Ordinary Trusted Cloud Solutions Pty Ltd 25.05 Ordinary shares
shares Vodafone Idea Shared Services 44.39 Equity shares
Value Added Network Pty Ltd 25.05 Ordinary shares
Limited7
IntraPower Pty Limited 25.05 Ordinary shares
Virtual Desktop Pty Ltd 25.05 Ordinary shares
Vodafone m-pesa Limited7 44.39 Equity shares
Intrapower Terrestrial Pty Ltd 25.05 Ordinary shares
Vodafone Australia Pty Limited 25.05 Ordinary shares,
You Broadband India Limited7 44.39 Equity shares,
IP Group Pty Ltd 25.05 Ordinary shares Class B shares,
Ordinary shares
Redeemable
IPN Services Xchange Pty Ltd 25.05 A shares, B shares preference shares 901 Park Centra, Sector – 30, NH – 8, Gurugram, Haryana,
Jiva Pty Ltd 25.05 Ordinary shares 122001, India
Vodafone Foundation Australia Pty 25.05 Ordinary shares
Limited Indus Towers Limited 28.12 Ordinary shares
Kooee Comms Pty Ltd 25.05 Ordinary shares
Vodafone Hutchison Finance Pty 50.00 Ordinary shares A-19, Mohan Co-operative Industrial Estate, Mathura Road,
Kooee Mobile Pty Ltd 25.05 Ordinary shares Limited (in process of dissolution)
New Delhi, New Delhi, Delhi, 110044, India
Kooee Pty Ltd 25.05 A shares, B shares Vodafone Hutchison Receivables Pty 25.05 Ordinary shares
FireFly Networks Limited7 21.79 Equity shares
Limited
Mercury Connect Pty Ltd 25.05 E shares, Ordinary
shares A4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai,
Vodafone Hutchison Spectrum Pty 25.05 Ordinary shares
Limited Maharashtra, 400059, India
Mobile JV Pty Limited 25.05 Ordinary shares
Vodafone Network Pty Limited 25.05 Ordinary shares Aditya Birla Idea Payments Bank 21.75 Equity shares
Mobileworld Communications Pty 25.05 Ordinary shares Limited (in liquidation)7
Limited Vodafone Pty Limited 25.05 Ordinary shares
Mobileworld Operating Pty Ltd 25.05 Ordinary shares VtalkVoip Pty Ltd 25.05 Ordinary shares

Westnet Pty Ltd 25.05 Ordinary shares

206 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)
31. Related undertakings (continued)

LGE HoldCo V B.V. 50.00 Ordinary shares

Skyline Ikon, 1st Floor, 86/92, Andheri Kurla Road, Marol Naka, Portugal
Andheri East, Mumbai, Maharashtra, 400059, India LGE HoldCo VI B.V. 50.00 Ordinary shares
Rua Actor António Silva, nº 9, Campo Grande, 1600-404,
Connect (India) Mobile Technologies 44.39 Equity shares LGE Holdco VII B.V. 50.00 Ordinary shares Lisboa, Portugal
Private Limited7
LGE HoldCo VIII B.V. 50.00 Ordinary shares Dualgrid – Gestão de Redes 50.00 Ordinary shares
Suman Tower Plot No. 18, Sector No. 11, Gandhinagar, 382011, Partilhadas, S.A.
Vodafone Financial Services B.V. 50.00 Ordinary shares
Gujarat, India
Rua Pedro e Inês, Lote 2.08.01, 1990-075,
Vodafone Nederland Holding I B.V. 50.00 Ordinary shares
Vodafone Idea Manpower Services 43.86 Equity shares Parque das Nações, Lisboa, Portugal
Limited7 Vodafone Nederland Holding II B.V. 50.00 Ordinary shares
Sport TV Portugal, S.A. 25.00 Nominative shares
Vodafone Idea Limited 44.39 Equity shares VodafoneZiggo Employment B.V. 50.00 Ordinary shares
Vodafone House, Corporate Road, Prahladnagar, Off S. G. VodafoneZiggo Group B.V. 50.00 Ordinary shares Romania
Highway, Ahmedabad, Gujarat, 380051, India
VodafoneZiggo Group Holding B.V. 50.00 Ordinary shares Floor 3, Module 2, Connected Buildings III, Nr. 10A,
Vodafone Idea Business Services 44.39 Equity shares Dimitrie Pompei Boulevard, Bucharest, Sector 2, Romania
Limited7 VZ Financing I B.V. 50.00 Ordinary shares
Netgrid Telecom SRL 50.00 Ordinary shares
Vodafone Idea Telecom Infrastructure 44.39 Equity shares VZ Financing II B.V. 50.00 Ordinary shares
Limited7
VZ FinCo B.V. 50.00 Ordinary shares Russian Federation
Ireland VZ PropCo B.V. 50.00 Ordinary shares Building 3, 11, Promyshlennaya Street, Moscow 115 516

Two Gateway, East Wall Road, Dublin 3, Ireland XB Facilities B.V. 50.00 Ordinary shares Autoconnex Limited 35.00 Ordinary shares

Siro Limited 50.00 Ordinary shares Ziggo B.V. 50.00 Ordinary shares
South Africa
Ziggo Deelnemingen B.V. 50.00 Ordinary shares
Italy 76 Maude Street, Sandton, Johannesberg, 2196, South Africa
Ziggo Finance 2 B.V. 50.00 Ordinary shares
Via Gaetana Negri 1, 20123, Milano, Italy Waterberg Lodge (Proprietary) 30.25 Ordinary shares
Ziggo Netwerk II B.V. 50.00 Ordinary shares Limited5
Infrastrutture Wireless Italiane S.p.A
4
26.89 Ordinary shares Ziggo Real Estate B.V. 50.00 Ordinary shares Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand,
1685, South Africa
Kenya Ziggo Services B.V. 50.00 Ordinary shares
K2019102008 (South Africa) 43.31 Ordinary shares
LR No. 13263, Safaricom House, Waiyaki Way, PO Box 66827- Ziggo Services Employment B.V. 50.00 Ordinary shares
(Proprietary) Limited5
00800, Nairobi, Kenya
Ziggo Services Netwerk 2 B.V. 50.00 Ordinary shares
Safaricom PLC6 26.13 Ordinary shares
Ziggo Zakelijk Services B.V. 50.00 Ordinary shares Tanzania, United Republic of
Safaricom House, Waiyaki Way Westlands, Nairobi, Kenya, ZUM B.V. 50.00 Ordinary shares Plot No. 23, Ursino Estate, Bagamoyo Road, Dar es Salaam,
0000, Kenya Tanzania, United Republic of
Media Parkboulevard 2, 1217 WE Hilversum, Netherlands
M-PESA Africa Limited5 43.31 Ordinary shares Vodacom Trust Limited (in 45.37 Ordinary A shares,
Liberty Global Content Netherlands 50.00 Ordinary shares liquidation)5 Ordinary B shares
B.V.
Luxembourg
Winschoterdiep 60, 9723 AB Groningen, Netherlands United Kingdom
15 rue Edward Steichen, Luxembourg, 2540, Luxembourg
Zesko B.V. 50.00 Ordinary shares 24/25 The Shard, 32 London Bridge Street, London, SE1 9SG,
Tomorrow Street SCA 50.00 Ordinary A shares, United Kingdom
Ordinary B shares, Ziggo Bond Company B.V. 50.00 Ordinary shares
Ordinary C shares Digital Mobile Spectrum Limited 25.00 Ordinary shares
Ziggo Netwerk B.V. 50.00 Ordinary shares
Netherlands Griffin House, 161 Hammersmith Road, London, W6 8BS,
New Zealand United Kingdom
Assendorperdijk 2, 8012 EH Zwolle, The Netherlands
Tompkins Wake, Level 11, 41 Shortland Street, Auckland 1010, Cable & Wireless Trade Mark 50.00 Ordinary A shares,
Zoranet Connectivity Services B.V. 50.00 Ordinary shares New Zealand Management Limited Ordinary B shares
Avenue Ceramique 300, 6221 Kx, Maastricht, Netherlands iiNet (New Zealand) AKL Limited 25.05 Ordinary shares Hive 2, 1530 Arlington Business Park, Theale, Reading,
Berkshire, RG7 4SA, United Kingdom
Vodafone Libertel B.V. 50.00 Ordinary shares Unit 17, 24 Allright Place, Mt Wellington, Auckland, New
Zealand Cornerstone Telecommunications 40.53 Ordinary shares
Boven Vredenburgpassage 128, 3511 WR, Utrecht, Infrastructure Limited4
Netherlands TPG (NZ) Pty Ltd 25.05 Ordinary shares
Vodafone House, The Connection, Newbury, Berkshire, RG14
Amsterdamse Beheer- en 50.00 Ordinary shares Philippines 2FN, United Kingdom
Consultingmaatschappij B.V.
22F Robinson Equitable Tower, ADB Ave, Corner Povega St, Vodafone Hutchison (Australia) Holdings 50.00 Ordinary shares
Esprit Telecom B.V. 50.00 Ordinary shares Ortigas Center, Pasig City, Philippines Limited
FinCo Partner 1 B.V. 50.00 Ordinary shares Orchid Cybertech Services Inc 25.05 Ordinary shares
207 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

5 Shareholding is indirect through Vodacom Group Limited. The

PPC 1 (US) Inc. 25.05 Ordinary shares
United States indirect shareholding is calculated using the 60.50% ownership
Ziggo Financing Partnership 50.00 Partnership interest interest in Vodacom Group Limited.
2711 Centerville Road, Suite 400, Wilmington, 6 At 31 March 2021 the fair value of Safaricom Plc was KES 1,450
Notes:
DE 19808 Delaware billion (€11,282 million) based on the closing quoted share price
1 Directly held by Vodafone Group Plc.
on the Nairobi Stock Exchange.
LG Financing Partnership 50.00 Partnership interest 2 Branches.
7 Includes the indirect interest held through Vodafone Idea
3 Shareholding is indirect through Vodafone Deutschland GmbH.
Limited.
4 Shareholding is indirect through Vantage Towers AG.

Selected financial information

The table below shows selected financial information in respect of subsidiaries that have non-controlling interests that are material to the Group1.
Vodafone Egypt
Vodacom Group Limited Telecommunications S.A.E
2021 2020 2021 2020
€m €m €m €m
Summary comprehensive income information
Revenue 5,181 5,531 1,537 1,454
Profit for the financial year 891 980 271 287
Other comprehensive (expense)/income (17) 9 – –
Total comprehensive income 874 989 271 287
Other financial information
Profit for the financial year allocated to non-controlling interests 310 353 122 129
Dividends paid to non-controlling interests 307 322 84 26
Summary financial position information
Non-current assets 6,592 6,155 1,765 1,417
Current assets 2,671 2,444 640 602
Total assets 9,263 8,599 2,405 2,019
Non-current liabilities (2,617) (2,807) (198) (122)
Current liabilities (2,406) (1,866) (1,217) (929)
Total assets less total liabilities 4,240 3,926 990 968
Equity shareholders’ funds 3,332 3,056 587 577
Non-controlling interests 908 870 403 391
Total equity 4,240 3,926 990 968

Statement of cash flows

Net cash inflow from operating activities 1,711 1,992 523 477
Net cash outflow from investing activities (424) (555) (418) (239)
Net cash outflow from financing activities (1,251) (1,214) (7) (192)
Net cash inflow 36 223 98 46
Cash and cash equivalents brought forward 826 684 273 226
Exchange gain/(loss) on cash and cash equivalents 14 (81) (23) 1
Cash and cash equivalents 876 826 348 273
Note:
1 Vantage Towers A.G. was listed on the Frankfurt Stock exchange on 18 March 2021, resulting in the recognition of non-controlling interests of €1,019 million in the Group’s consolidated Statement of
financial position. Non-current assets, current assets, non-current liabilities and current liabilities for Vantage Towers A.G. were €10,899 million, €490 million, €4,976 million and €958 million respectively.
208 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes to
Notes to the
theconsolidated
consolidatedfinancial
financialstatements
statements(continued)
(continued)

32. Subsidiaries exempt from audit

The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the
Companies Act 2006 for the year ended 31 March 2021.

Name Registration number Name Registration number

Bluefish Communications Limited 5142610 Vodafone Enterprise Corporate Secretaries Limited 2303594
Cable & Wireless Aspac Holdings Limited 4705342 Vodafone Enterprise Equipment Limited 1648524
Cable & Wireless CIS Services Limited 2964774 Vodafone Enterprise Europe (UK) Limited 3137479
Cable & Wireless Europe Holdings Limited 4659719 Vodafone Euro Hedging Limited 3954207
Cable & Wireless Global Business Services Limited 3537591 Vodafone Euro Hedging Two 4055111
Cable & Wireless Global Holding Limited 3740694 Vodafone Europe UK 5798451
Cable & Wireless UK Holdings Limited 3840888 Vodafone European Investments 3961908
Cable & Wireless Worldwide Limited 7029206 Vodafone European Portal Limited 3973442
Cable & Wireless Worldwide Voice Messaging 1981417 Vodafone Finance Luxembourg Limited 5754479
Limited Vodafone Finance Sweden 2139168
Cable & Wireless Nominee Limited 3249884 Vodafone Finance UK Limited 3922620
Central Communications Group Limited 4625248 Vodafone Financial Operations 4016558
Energis (Ireland) Limited NI035793 Vodafone Global Content Services Limited 4064873
Energis Communications Limited 2630471 Vodafone Holdings Luxembourg Limited 4200970
Energis Squared Limited 3037442 Vodafone Intermediate Enterprises Limited 3869137
General Mobile Corporation Limited 2585763 Vodafone International Holdings Limited 2797426
London Hydraulic Power Company (The) ZC000055 Vodafone International Operations Limited 2797438
MetroHoldings Limited 3511122 Vodafone Investment UK 5798385
ML Integration Group Limited 3252903 Vodafone Investments Limited 1530514
Project Telecom Holdings Limited 3891879 Vodafone IP Licensing Limited 6846238
The Eastern Leasing Company Limited 1672832 Vodafone Marketing UK 6858585
Thus Group Holdings Limited SC192666 Vodafone Mobile Communications Limited 3942221
Thus Group Limited SC226738 Vodafone Mobile Enterprises Limited 3961390
Voda Limited 1847509 Vodafone Mobile Network Limited 3961482
Vodafone (New Zealand) Hedging Limited 4158469 Vodafone Nominees Limited 1172051
Vodafone (Scotland) Limited SC170238 Vodafone Oceania Limited 3973427
Vodafone 2. 4083193 Vodafone Overseas Finance Limited 4171115
Vodafone 4 UK 6357658 Vodafone Overseas Holdings Limited 2809758
Vodafone 5 Limited 6688527 Vodafone Panafon UK 6326918
Vodafone 5 UK 2960479 Vodafone Property Investments Limited 3903420
Vodafone 6 UK 8809444 Vodafone Retail (Holdings) Limited 3381659
Vodafone Americas 4 6389457 Vodafone UK Limited 2227940
Vodafone Benelux Limited 4200960 Vodafone Worldwide Holdings Limited 3294074
Vodafone Cellular Limited 896318 Vodafone Yen Finance Limited 4373166
Vodafone-Central Limited 1913537 Vodaphone Limited 2373469
Vodafone Consolidated Holdings Limited 5754561 Vodata Limited 2502373
Vodafone Corporate Limited 1786055 Your Communications Group Limited 4171876
Vodafone Corporate Secretaries Limited 2357692
Vodafone Distribution Holdings Limited 3357115
209 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Company statement of financial position of Vodafone Group Plc

at 31 March

2021 2020
Note €m €m
Fixed assets
Shares in Group undertakings 2 83,385 83,466
Current assets
Debtors: amounts falling due after more than one year 3 3,128 8,424
Debtors: amounts falling due within one year 3 164,149 225,819
Other investments 4 3,107 1,115
Cash at bank and in hand 586 188
170,970 235,546
Creditors: amounts falling due within one year 5 (162,761) (217,322)
Net current assets 8,209 18,224
Total assets less current liabilities 91,594 101,690
Creditors: amounts falling due after more than one year 5 (47,122) (54,628)
44,472 47,062
Capital and reserves
Called up share capital 6 4,797 4,797
Share premium account 20,383 20,382
Capital redemption reserve 111 111
Other reserves 2,970 4,865
Own shares held (6,307) (7,937)
Profit and loss account1 22,518 24,844
Total equity shareholders’ funds 44,472 47,062
Note:
1 The profit for the financial year dealt with in the financial statements of the Company is €3,863 million (2020: €476 million).

The Company financial statements on pages 209 to 216 were approved by the Board of Directors and authorised for issue on 18 May 2021 and
were signed on its behalf by:

Nick Read Margherita Della Valle

Chief Executive Chief Financial Officer
The accompanying notes are an integral part of these financial statements.
210 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Company statement of changes in equity of Vodafone Group Plc

For the years ended 31 March

Capital Total equity

Called up share Share premium redemption Reserve for Profit and loss shareholders’
capital account1 reserve1 Other reserves1 own shares2 account3 funds
€m €m €m €m €m €m €m
1 April 2019 4,796 20,381 111 4,797 (8,010) 23,686 45,761
Issue or re-issue of shares 1 1 – – 73 – 75
Profit for the financial year – – – – – 476 476
Dividends – – – – – (2,317) (2,317)
Capital contribution given relating to share-based payments4 – – – 136 – – 136
Contribution received relating to share-based payments – – – (68) – – (68)
Other movements5 – – – – – 2,999 2,999
31 March 2020 4,797 20,382 111 4,865 (7,937) 24,844 47,062

Issue or re-issue of shares6 – 1 – (1,944) 2,033 – 90

Profit for the financial year – – – – – 3,863 3,863
Dividends – – – – – (2,412) (2,412)
Capital contribution given relating to share-based payments4 – – – 136 – – 136
Contribution received relating to share-based payments – – – (87) – – (87)
Repurchase of treasury shares7 – – – – (403) – (403)
Other movements5 – – – – – (3,777) (3,777)
31 March 2021 4,797 20,383 111 2,970 (6,307) 22,518 44,472
Notes:
1 These reserves are not distributable.
2 Own shares relate to treasury shares which are purchased out of distributable profits and therefore reduce reserves available for distribution.
3 The Company has determined what amounts within this reserve are distributable and non-distributable in accordance with the guidance provided by ICAEW TECH 02/17BL and the requirements of UK
law. In accordance with UK Companies Act 2006 s831(2), a public company may make a distribution only if, after giving effect to such distribution, the amount of its net assets is not less than the
aggregate of its called up share capital and non-distributable reserves.
4 Includes €1 million tax credit (2020: €nil).
5 Includes the impact of the Company’s cash flow hedges with €5,892 million net loss deferred to other comprehensive income during the year (2020: €4,113 million net gain); €1,226 million net loss
(2020: €408 million net gain) recycled to the income statement; and €887 million credited (2020: €705 million charged) on related tax movements. These hedges primarily relate to foreign exchange
exposure on fixed borrowings, with any foreign exchange on nominal balances directly impacting income statement in each period but interest cash flows unwinding to the income statement over the life
of the hedges (up to 2059). See note 22 “Capital and financial risk management” in the consolidated financial statements for further details.
6 Includes the reissue of 1,426.8 million (€1,944 million) in March 2021 in order to satisfy the first tranche of the mandatory convertible bond issued in March 2019.
7 These represent the irrevocable and non-discretionary share buyback programme announced on 19 March 2021.
211 Vodafone Group Plc
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Notes tothe
Notes to theCompany
Company financial
financial statements
statements
1. Basis of preparation
The separate financial statements of the Company are drawn up in accordance with the Companies Act 2006 and Financial Reporting
Standard 101 “Reduced disclosure framework”, (‘FRS 101’). The Company will continue to prepare its financial statements in accordance with
FRS 101 on an ongoing basis until such time as it notifies shareholders of any change to its chosen accounting framework.
The Company financial statements have been prepared using the historical cost convention, as modified by the revaluation of certain financial assets
and financial liabilities and in accordance with the UK Companies Act 2006. The financial statements have been prepared on a going concern basis.
The following exemptions available under FRS 101 have been applied:
− Paragraphs 45(b) and 46 to 52 of IFRS 2, “Shared-based payment” (details of the number and weighted-average exercise prices of share
options, and how the fair value of goods or services received was determined);
− IFRS 7 “Financial Instruments: Disclosures”;
− Paragraph 91 to 99 of IFRS 13, “Fair value measurement” (disclosure of valuation techniques and inputs used for fair value measurement of
assets and liabilities);
− Paragraph 38 of IAS 1 “Presentation of financial statements” comparative information requirements in respect of paragraph 79(a)(iv) of IAS 1;
− The following paragraphs of IAS 1 “Presentation of financial statements”:
− 10(d) (statement of cash flows);
− 16 (statement of compliance with all IFRS);
− 38A (requirement for minimum of two primary statements, including cash flow statements);
− 38B-D (additional comparative information);
− 40A-D (requirements for a third statement of financial position);
− 111 (cash flow statement information); and
− 134-136 (capital management disclosures).
− IAS 7 “Statement of cash flows”;
− Paragraph 30 and 31 of IAS 8 “Accounting policies, changes in accounting estimates and errors” (requirement for the disclosure of
information when an entity has not applied a new IFRS that has been issued but is not yet effective);
− The requirements in IAS 24 “Related party disclosures” to disclose related party transactions entered into between two or more members of a group;
− The requirements in IAS 36 to disclose valuation technique and assumptions used in determining recoverable amount.
As permitted by section 408(3) of the Companies Act 2006, the income statement 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.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of Company financial statements in conformity with FRS 101 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. Management regularly reviews the accounting judgements that significantly impact the amounts recognised in the
financial statements and the estimates that are considered to be “critical estimates” due to their potential to give rise to material adjustments in
the Company’s financial statements in the year ending 31 March 2021.
A source of estimation uncertainty for the Company relates to the review for impairment of investment carrying values and the estimates used
when determining the recoverable value of the investment. However, there is not considered to be a significant risk of material adjustment from
revisions to these assumptions within the next financial year (see note 2).
Significant accounting policies applied in the current reporting period that relate to the financial statements as a whole
Foreign currencies
Transactions in foreign currencies are initially recorded at the functional rate of currency prevailing on the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are retranslated into the Company’s functional currency at the rates prevailing on the
reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates
prevailing on the initial transaction dates. Non-monetary items 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 monetary items, are included in the income
statement for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the
income statement for the period.
Borrowing costs
All borrowing costs are recognised in the income statement in the period in which they are incurred.
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Notes to the
theCompany
Companyfinancial
financialstatements
statements(continued)
(continued)
1. Basis of preparation (continued)

Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws
that have been enacted or substantively enacted by the reporting period date.
Deferred tax is provided in full on temporary differences that exist at the reporting period date and that result in an obligation to pay more tax, or
a right to pay less tax in the future. The deferred tax is measured at the rate expected to apply in the periods in which the temporary differences
are expected to reverse, based on the tax rates and laws that are enacted or substantively enacted at the reporting period date. Temporary
differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they
are included in the Company financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not
that they will be recovered. Deferred tax assets and liabilities are not discounted.
Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Company statement of financial position when
the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Company 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 Company 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.
Derivative financial instruments and hedge accounting
The Company’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates which it manages using derivative
financial instruments.
The use of derivative financial instruments is governed by the Group’s policies approved by the Board of Directors, which provide written
principles on the use of derivative financial instruments consistent with the Group’s risk management strategy. Changes in values of all
derivative financial instruments are included within the income statement unless designated in an effective cash flow hedge relationship when
changes in value are deferred to other comprehensive income or equity respectively. The Company 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 remeasured to fair value at each
reporting date. The Company designates certain derivatives as hedges of the change of fair value of recognised assets and liabilities (‘fair value
hedges’) or hedges of highly probable forecast transactions or hedges of foreign currency or interest rate risks of firm commitments (‘cash flow
hedges’). Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for
hedge accounting.
Fair value hedges
The Company’s policy is to use derivative financial 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 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. Gains and losses
relating to any ineffective portion are recognised immediately in the income statement.
Cash flow hedges
Cash flow hedging is used by the Company to hedge certain exposures to variability in future cash flows. The portion of gains or losses relating
to changes in the fair value of derivatives that are designated and qualify as effective cash flow hedges is recognised in other comprehensive
income; gains or losses relating to any ineffective portion are recognised immediately in the income statement. However, when the hedged
transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognised in other
comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-
financial asset or non-financial liability. When the hedged item is recognised in the income statement, amounts previously recognised in other
comprehensive income and accumulated in equity for the hedging instrument are reclassified to the income statement. When hedge
accounting is discontinued, any gain or loss recognised in other comprehensive income at that time remains in equity and is recognised in the
income statement when the hedged transaction is ultimately recognised in the income statement. If a forecast transaction is no longer
expected to occur, the gain or loss accumulated in equity is recognised immediately in the income statement.
Pensions
The Company is the sponsoring employer of the Vodafone Group UK Pension Scheme, a defined benefit pension scheme. There is insufficient
information available to enable the scheme to be accounted for as a defined benefit scheme because the Company is unable to identify its
share of the underlying assets and liabilities on a consistent and reasonable basis. Therefore, the Company has applied the guidance within IAS
19 to account for defined benefit schemes as if they were defined contribution schemes and recognise only the contribution payable each year.
The Company had no contributions payable for the year ended 31 March 2021 (2020: €nil). The defined benefit scheme is recognised in the
financial statements of the participating employers, Vodafone UK Limited and Vodafone Group Services Limited.
New accounting pronouncements
To the extent applicable the Company will adopt new accounting policies as set out in note 1 “Basis of preparation” in the consolidated financial statements.
213 Vodafone Group Plc
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2. Fixed assets
Accounting policies
Shares in Group undertakings are stated at cost less any provision for impairment and capital related to share-based payments. Contributions in
respect of share-based payments are recognised in line with the policy set out in note 7 “Share-based payments”.
The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying 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 income statement.
Where there has been a change in the estimates used to determine recoverable amount and an impairment loss subsequently reverses, the
carrying amount of the cash-generating unit is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount
that would have been determined had no impairment loss been recognised for the cash-generating unit in prior years and an impairment loss
reversal is recognised immediately in the income statement.
The Company applies the same methodology and assumptions used by the Group for goodwill impairment testing purposes, as set out in note
4 “Impairment losses” to the consolidated financial statements. For the purposes of the Company’s own impairment assessment, the Group’s
operations are considered to be a single cash generating unit (‘CGU’) held within the Company’s principal subsidiary, Vodafone European
Investments. The pooling of the Company’s interests within a single CGU significantly reduces the risk that movements in individual
assumptions used during the goodwill impairment testing will impact the result of the investment impairment assessment. Whilst the
underlying assumptions used are a source of estimation uncertainty, they do not give rise to a significant risk of adjustment within the next
financial year, including the additional assumption for the current uncertainty surrounding the economic impact of the COVID-19 pandemic.
Shares in Group undertakings
2021 2020
€m €m
Cost:
1 April 84,264 84,812
Disposals – (616)
Capital contributions arising from share-based payments 136 136
Contributions received in relation to share-based payments (87) (68)
31 March 84,313 84,264

Amounts provided for:

1 April 798 1,039
Eliminated on disposals – (144)
Impairment losses1 130 15
Impairment reversals – (112)
31 March 928 798

Net book value:

31 March 83,385 83,466
Note:
1 During March 2021, the Company received a dividend from one of its subsidiary investments. The dividend income is partially offset by an impairment loss of €130 million recognised as a result
of the decrease in the investment’s carrying value.

At 31 March 2021 the Company had the following principal subsidiary:

Name Principal activity Country of incorporation Percentage shareholding
Vodafone European Investments Holding Company England 100
Details of direct and indirect related undertakings are set out in note 31 “Related undertakings” to the consolidated financial statements.
214 Vodafone Group Plc
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Notes to the
theCompany
Companyfinancial
financialstatements
statements(continued)
(continued)
3. Debtors
Accounting policies
Amounts owed by subsidiaries are classified and recorded at amortised cost and reduced by allowances for expected credit losses. Estimated
future credit losses are first recorded on initial recognition of a receivable and are based on estimated probability of default. Individual balances
are written off when management deems them not to be collectible. Derivative financial instruments are measured at fair value through profit
and loss.
2021 2020
€m €m
Amounts falling due within one year:
Amounts owed by subsidiaries1 163,667 224,799
Taxation recoverable 194 268
Other debtors 14 71
Derivative financial instruments 274 681
164,149 225,819
Amounts falling due after more than one year:
Deferred tax 164 –
Derivative financial instruments 2,964 8,424
3,128 8,424
Note:
1 Amounts owned by subsidiaries are unsecured, have no fixed date of repayment and are repayable on demand with sufficient liquidity in the group to flow funds if required. Therefore expected credit
losses are considered to be immaterial.

4. Other Investments
Accounting policies
Investments are classified and measured at amortised cost using the effective interest rate method, less any impairment.
2021 2020
€m €m
Collateral 3,107 1,115

5. Creditors
Accounting policies
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 designated fair value hedge
relationship. Any difference between the proceeds net of transaction costs and the amount due on settlement or redemption of borrowings is
recognised over the term of the borrowing.
2021 20201
€m €m
Amounts falling due within one year:
Bonds 2,251 2,259
Bank loans – 708
Collateral liabilities 962 5,292
Other borrowings 36 56
Bank borrowings secured against Indian assets 862 –
Amounts owed to subsidiaries2 158,017 208,258
Derivative financial instruments 109 559
Other creditors 92 101
Accruals and deferred income3 432 89
162,761 217,322
Amounts falling due after more than one year:
Deferred tax – 722
Bonds 42,447 47,432
Bank loans 350 1,346
Bank borrowings secured against Indian assets 385 951
Derivative financial instruments 3,940 4,177
47,122 54,628
Notes:
1 Components for 2020 have been represented to align with the 2021 presentation, separating borrowings that were previously shown together as bonds and other loans. There is no impact on
total amounts falling due within one year or total amounts falling due after more than one year.
2 Amounts owed to subsidiaries are unsecured, have no fixed date of repayment and are repayable on demand.
3 Includes €339 million (2020: €nil) payable in relation to the irrevocable and non-discretionary share buyback programme announced in March 2021.

Included in amounts falling due after more than one year are bonds of €30,337 million which are due in more than five years from 1 April 2021
and are payable otherwise than by instalments. Interest payable on these bonds ranges from 0.0% to 7.875%.
215 Vodafone Group Plc
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6. Called up share capital

Accounting policies
Equity instruments issued by the Company are recorded at the amount of the proceeds received, net of direct issuance costs.
2021 2020
Number €m Number €m
Ordinary shares of 20 20⁄21 US cents each allotted,
issued and fully paid:1,2,3
1 April 28,815,914,978 4,797 28,815,258,178 4,796
Allotted during the year 920,800 – 656,800 1
31 March 28,816,835,778 4,797 28,815,914,978 4,797
Notes:
1 At 31 March 2021 there were 50,000 (2020: 50,000) 7% cumulative fixed rate shares of £1 each in issue.
2 At 31 March 2021 the Company held 592,642,309 (2020: 2,043,750,434) treasury shares with a nominal value of €99 million (2020: €340 million). The market value of shares held was €918
million (2020: €2,610 million). During the year, 63,830,400 (2020: 49,629,851) treasury shares were reissued under Group share schemes.
3 On 5 March 2019 the Company announced the placing of subordinated mandatory convertible bonds totalling £1.72 billion with a 2 year maturity date in 2021 and £1.72 billion with a 3 year
maturity date due in 2022. During the year, 1,426,788,937 treasury shares were issued in settlement of tranche 1 of the maturing subordinated mandatory convertible bond. The remaining bonds
are convertible into a total of 1,426,793,872 ordinary shares with a conversion price of £1.2055 per share. For further details see note 21 “Borrowings” in the consolidated financial statements.

7. Share-based payments
Accounting policies
The Group operates a number of equity-settled share-based payment plans for the employees of subsidiaries using the Company’s equity
instruments. The fair value of the compensation given in respect of these share-based payment plans is recognised as a capital contribution to
the Company’s subsidiaries over the vesting period. The capital contribution is reduced by any payments received from subsidiaries in respect of
these 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
subsidiaries.
At 31 March 2021, the Company had 62 million ordinary share options outstanding (2020: 53 million).
The Company has made capital contributions to its subsidiaries in relation to share-based payments. At 31 March 2021, the cumulative capital
contribution net of payments received from subsidiaries was €218 million (2020: €169 million). During the year ended 31 March 2021, the total
capital contribution arising from share-based payments was €136 million (2020: €136 million), with payments of €87 million (2020: €68 million)
received from subsidiaries.
Full details of share-based payments, share option schemes and share plans are disclosed in note 26 “Share-based payments” to the
consolidated financial statements.

8. Reserves
The Board is responsible for the Group’s capital management including the approval of dividends. This includes an assessment of both the level
of reserves legally available for distribution and consideration as to whether the Company would be solvent and retain sufficient liquidity
following any proposed distribution.
As Vodafone Group Plc is a Group holding company with no direct operations, its ability to make shareholder distributions is dependent on its
ability to receive funds for such purposes from its subsidiaries in a manner which creates profits available for distribution for the Company. The
major factors that impact the ability of the Company to access profits held in subsidiary companies at an appropriate level to fulfil its needs for
distributable reserves on an ongoing basis include:
− the absolute size of the profit pools either currently available for distribution or capable of realisation into distributable reserves in the relevant
entities;
− the location of these entities in the Group’s corporate structure;
− profit and cash flow generation in those entities; and
− the risk of adverse changes in business valuations giving rise to investment impairment charges, reducing profits available for distribution.
The Group’s consolidated reserves set out on page 123 do not reflect the profits available for distribution in the Group.
216 Vodafone Group Plc
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Notes to the
theCompany
Companyfinancial
financialstatements
statements(continued)
(continued)
9. Equity dividends
Accounting policies
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.
2021 2020
€m €m

Declared during the financial year:

Final dividend for the year ended 31 March 2020: 4.50 eurocents per share
(2019: 4.16 eurocents per share) 1,205 1,112
Interim dividend for the year ended 31 March 2021: 4.50 eurocents per share
(2020: 4.50 eurocents per share) 1,207 1,205
2,412 2,317
Proposed after the balance sheet date and not recognised as a liability:
Final dividend for the year ended 31 March 2021: 4.50 eurocents per share
(2020: 4.50 eurocents per share) 1,260 1,205

10. Contingent liabilities and legal proceedings

2021 2020
€m €m
Other guarantees 3,340 3,979

Other guarantees and contingent liabilities

Other guarantees principally comprise the Company’s guarantee of the Group’s 50% share of a US$3.5 billion loan facility (2020: AUD1.7 billion
and US$3.5 billion loan facilities), which forms part of the Group’s overall joint venture investment in TPG Telecom Ltd (2020: Vodafone
Hutchison Australia Pty Limited), and the guarantee of €1.8 billion (2020: €1.9 billion) of subsidiary spectrum payments.
The Company will guarantee the debts and liabilities of certain of its UK subsidiaries at the balance sheet date in accordance with section 479C
of the Companies Act 2006. The Company has assessed the probability of loss under these guarantees as remote.
As detailed in note 25 “Post employment benefits” to the consolidated financial statements, the Company is the sponsor of the Group’s main
defined benefit scheme in the UK, being the Vodafone Group UK Pension Scheme (‘Vodafone UK plan’). The results, assets and liabilities
associated with the Vodafone UK plan are recognised in the financial statements of Vodafone UK Limited and Vodafone Group Services Limited.
As detailed in note 29 “Contingent liabilities and legal proceedings” to the consolidated financial statements, the Company has covenanted to
provide security on the Group’s performance bonds and also in favour of the trustee of the Vodafone Group UK Pension Scheme and the
Trustees of THUS Plc Group Scheme.

Legal proceedings
Details regarding certain legal actions which involve the Company are set out in note 29 “Contingent liabilities and legal proceedings” to the
consolidated financial statements.

11. Other matters

The auditor’s remuneration for the current year in respect of audit and audit-related services was €3 million (2020: €4 million) and for non-audit
services was €nil (2020: €1 million).
The Directors are remunerated by the Company 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 the “Annual Report on
Remuneration” on pages 82 to 103.
The Company had two (2020: two) employees throughout the year.
Vodafone Group Plc is incorporated and domiciled in England and Wales (registration number 1833679). The registered address of the
Company is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
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Non-GAAP measures
Unaudited information
Introduction
In the discussion of the Group’s reported operating results, non-GAAP measures are 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 a
measure defined under GAAP. Such measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure.
The non-GAAP measures discussed in this document are listed below, together with the location of the definition and the reconciliation
between the non-GAAP measure and the closest equivalent GAAP measure.

Non-GAAP measure Defined on page Closest equivalent GAAP measure Reconciled on page
Performance metrics
Adjusted EBITDA Page 218 Operating profit Page 23
Organic adjusted EBITDA growth Page 218 Not applicable Not applicable
Organic percentage point change in Page 218 Not applicable Not applicable
adjusted EBITDA margin
Organic revenue growth Page 218 Reported revenue growth Page 219
Organic service revenue growth Page 218 Reported service revenue growth Pages 219 to 220
Organic mobile service revenue growth Page 218 Reported mobile service revenue growth Pages 219 to 220
Organic fixed service revenue growth Page 218 Reported fixed service revenue growth Pages 219 to 220
Organic retail revenue growth Page 218 Reported retail revenue growth Pages 219 to 220

Other metrics
Adjusted profit attributable to owners of the Page 221 Profit attributable to owners of the parent Page 221
parent
Adjusted basic earnings per share Page 221 Basic earnings per share Page 221

Cash flow, funding and capital

allocation metrics
Free cash flow (pre spectrum, restructuring Page 222 Inflow from operating activities Page 222
and integration costs)
Free cash flow Page 222 Inflow from operating activities Pages 30 and 222
Gross debt Page 222 Borrowings Page 222
Net debt Page 222 Borrowings less cash and cash equivalents Page 222
Return on Capital Employed ('ROCE') Page 223 ROCE calculated on a GAAP basis Pages 223 to 224

Financing and Taxation metrics

Adjusted net financing costs Page 225 Net financing costs Page 29
Adjusted profit before taxation Page 225 Profit before taxation Page 225
Adjusted income tax expense Page 225 Income tax expense Page 225
Adjusted effective tax rate Page 225 Effective tax rate Page 225
Share of adjusted results in equity Share of results in equity accounted
accounted associates and joint ventures Page 225 associates and joint ventures Page 226
218 Vodafone Group Plc
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Non-GAAP
Non-GAAPmeasures
measures(continued)
(continued)
Unaudited information

Performance metrics
Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA is our segment performance measure. Adjusted EBITDA margin is adjusted EBITDA divided by Revenue.
To simplify our reporting, the Group no longer discloses adjusted operating profit and EBIT. These metrics were non-GAAP measures disclosed in
the year ended 31 March 2020.
Non-GAAP measure Purpose Definition
Adjusted EBITDA It is used for internal performance reporting. Adjusted EBITDA is operating profit after depreciation
It is used in conjunction with financial measures such on lease-related right of use assets and interest on
as operating profit to assess our operating leases but excluding depreciation, amortisation and
performance and profitability. gains/losses on disposal of owned fixed assets and
It is a key external metric used by the investor excluding share of results in associates and joint
community to assess performance of our operations. ventures, impairment losses, restructuring costs
arising from discrete restructuring plans, other
income and expense and significant items that are
not considered by management to be reflective of
the underlying performance of the Group.

Organic growth
All amounts in this document marked with an “*” represent organic growth. This measure presents performance on a comparable basis,
including merger and acquisition activity and movements in foreign exchange rates.
Organic growth is calculated for revenue and profitability metrics, as follows:
− Service revenue;
− Mobile service revenue;
− Fixed service revenue;
− Retail revenue;
− Adjusted EBITDA; and
− Percentage point change in adjusted EBITDA margin.
Whilst organic growth is not intended to be a substitute for reported growth, nor is it superior to reported growth, we believe that the measure
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 certain factors unrelated to its operating
performance;
− It is used for internal performance analysis; and
− It facilitates comparability of underlying growth with other companies (although the term “organic” is not a defined term under GAAP and
may not, therefore, be comparable with similarly titled measures reported by other companies).
We have not provided a comparative in respect of organic growth rates as the current rates describe the change between the beginning and
end of the current period, with such changes being explained by the commentary in this document. If comparatives were provided, significant
sections of the commentary for prior periods would also need to be included, reducing the usefulness and transparency of this document.
219 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Reported Other activity Foreign Organic

FY21 FY20 growth (incl. M&A) exchange growth*
€m €m % pps pps %
Year ended 31 March 2021
Service revenue
Germany 11,520 10,696 7.7 (7.2) - 0.5
Mobile service revenue 5,056 5,084 (0.6) (0.1) - (0.7)
Fixed service revenue 6,464 5,612 15.2 (13.8) - 1.4
Italy 4,458 4,833 (7.8) 0.3 - (7.5)
Mobile service revenue 3,244 3,625 (10.5) - - (10.5)
Fixed service revenue 1,214 1,208 0.5 0.9 - 1.4
UK 4,848 5,020 (3.4) 0.7 1.9 (0.8)
Mobile service revenue 3,428 3,618 (5.3) - 2.0 (3.3)
Fixed service revenue 1,420 1,402 1.3 2.3 2.0 5.6
Spain 3,788 3,904 (3.0) 0.2 - (2.8)
Other Europe 4,859 4,890 (0.6) (2.1) 1.3 (1.4)
Vodacom 4,083 4,470 (8.7) 0.1 12.5 3.9
Other Markets 3,312 3,796 (12.8) 10.2 13.4 10.8
Common Functions 470 494
Eliminations (197) (232)
Total service revenue 37,141 37,871 (1.9) (1.4) 3.2 (0.1)
Other revenue 6,668 7,103 (6.1) - 4.1 (2.0)
Revenue 43,809 44,974 (2.6) (1.2) 3.4 (0.4)
Other growth metrics
Germany - Business fixed service revenue 893 813 9.8 - - 9.8
Italy - Business fixed service revenue 490 453 8.2 (0.2) - 8.0
Germany - Retail revenue 11,201 10,315 8.6 (7.5) - 1.1
Adjusted EBITDA
Germany 5,634 5,077 11.0 (9.2) - 1.8
Italy 1,597 2,068 (22.8) 10.1 - (12.7)
UK 1,367 1,500 (8.9) - 1.6 (7.3)
Spain 1,044 1,009 3.5 (0.1) - 3.4
Other Europe 1,760 1,738 1.3 (3.3) 1.5 (0.5)
Vodacom 1,873 2,088 (10.3) - 13.2 2.9
Other Markets 1,228 1,400 (12.3) 9.0 11.8 8.5
Common Functions (117) 1
Group 14,386 14,881 (3.3) (1.1) 3.2 (1.2)
Percentage point change in adjusted EBITDA margin
Germany 43.4% 42.0% 1.4 (1.0) - 0.4
Italy 31.9% 37.4% (5.5) 4.2 - (1.3)
UK 22.2% 23.1% (0.9) (0.1) (0.1) (1.1)
Spain 25.1% 23.5% 1.6 (0.1) - 1.5
Other Europe 31.7% 31.4% 0.3 (0.2) 0.1 0.2
Vodacom 36.2% 37.8% (1.6) - 0.3 (1.3)
Other Markets 32.6% 31.9% 0.7 (0.6) (0.8) (0.7)
Group 32.8% 33.1% (0.3) 0.1 - (0.2)
220 Vodafone Group Plc
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Non-GAAPmeasures
Non-GAAP measures(continued)
(continued)
Unaudited information
Reported Other activity Foreign Organic
Q4 FY21 Q4 FY20 growth (incl. M&A) exchange growth*
€m €m % pps pps %
Quarter ended 31 March 2021
Service revenue
Germany 2,885 2,852 1.2 – – 1.2
Mobile service revenue 1,274 1,262 1.0 (0.1) – 0.9
Fixed service revenue 1,611 1,590 1.3 0.1 – 1.4
Italy 1,084 1,189 (8.8) 1.0 – (7.8)
Mobile service revenue 788 870 (9.4) 0.1 – (9.3)
Fixed service revenue 296 319 (7.2) 3.4 – (3.8)
UK 1,231 1,287 (4.4) 2.4 1.4 (0.6)
Mobile service revenue 880 909 (3.2) – 1.4 (1.8)
Fixed service revenue 351 378 (7.1) 8.3 1.0 2.2
Spain 951 972 (2.2) 0.9 - (1.3)
Other Europe 1,233 1,233 - (1.1) 0.9 (0.2)
Vodacom 1,078 1,091 (1.2) 0.1 8.4 7.3
Other Markets 827 881 (6.1) 0.2 19.0 13.1
Common Functions 136 137
Eliminations (59) (48)
Total service revenue 9,366 9,594 (2.4) 0.4 2.8 0.8
Other revenue 1,815 1,691 7.3 (0.8) 3.6 10.1
Revenue 11,181 11,285 (0.9) 0.2 2.9 2.2

Other growth metrics

Germany - Retail revenue 2,812 2,762 1.8 - - 1.8

Reported Other activity Foreign Organic

Q3 FY21 Q3 FY20 growth (incl. M&A) exchange growth*
€m €m % pps pps %
Quarter ended 31 December 2020
Service revenue
Germany 2,912 2,883 1.0 – – 1.0
Mobile service revenue 1,279 1,273 0.5 – – 0.5
Fixed service revenue 1,633 1,610 1.4 – – 1.4
Italy 1,125 1,220 (7.8) – – (7.8)
Mobile service revenue 818 916 (10.7) – – (10.7)
Fixed service revenue 307 304 1.0 0.1 – 1.1
UK 1,216 1,282 (5.1) – 4.7 (0.4)
Mobile service revenue 848 924 (8.2) – 4.6 (3.6)
Fixed service revenue 368 358 2.8 – 5.1 7.9
Spain 957 966 (0.9) (0.2) – (1.1)
Other Europe 1,215 1,265 (4.0) 1.5 1.8 (0.7)
Vodacom 1,056 1,162 (9.1) – 12.4 3.3
Other Markets 806 891 (9.5) – 21.8 12.3
Common Functions 115 117
Eliminations (45) (53)
Total service revenue 9,357 9,733 (3.9) 0.2 4.1 0.4
Other revenue 1,844 2,017 (8.6) – 4.8 (3.8)
Revenue 11,201 11,750 (4.7) 0.2 4.2 (0.3)

Other growth metrics

Germany - Retail revenue 2,832 2,791 1.5 – – 1.5
221 Vodafone Group Plc
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Other metrics
Non-GAAP measure Purpose Definition
Adjusted profit attributable This metric is used in the calculation of adjusted basic Adjusted profit attributable to owners of the parent
to owners of the parent earnings per share. excludes restructuring costs arising from discrete
restructuring plans, amortisation of customer bases
and brand intangible assets, impairment losses, other
income and expense and mark-to-market and foreign
exchange movements, together with related tax
effects.
Adjusted basic earnings per This performance measure is used in discussions with Adjusted basic earnings per share is Adjusted profit
share the investor community. attributable to owners of the parent divided by the
weighted average number of shares outstanding. This
is the same denominator used when calculating basic
earnings / (loss) per share.
Adjusted profit attributable to owners of the parent
The reconciliation of adjusted profit attributable to owners of the parent to the closest equivalent GAAP measure, profit attributable to owners of
the parent, is provided below.
FY21 FY20
Reported Adjustments Adjusted Reported Adjustments Adjusted
€m €m €m €m €m €m
Adjusted EBITDA 14,386 – 14,386 14,881 – 14,881
Restructuring costs (356) 356 – (695) 695 –
Interest on lease liabilities 374 – 374 330 – 330
Depreciation and amortisation1 (10,217) 488 (9,729) (10,508) 423 (10,085)
Share of results of equity accounted associates
and joint ventures2 342 90 432 (2,505) 2,264 (241)
Impairment losses – – – (1,685) 1,685 –
Other income and expense 568 (568) – 4,281 (4,281) –
Operating profit 5,097 366 5,463 4,099 786 4,885
Non-operating expense – – – (3) 3 –
Investment income 330 – 330 248 – 248
Financing costs (1,027) (1,068) (2,095) (3,549) 1,333 (2,216)
Profit/(loss) before taxation 4,400 (702) 3,698 795 2,122 2,917
Income tax expense (3,864) 2,985 (879) (1,250) 451 (799)
Profit/(loss) for the financial year 536 2,283 2,819 (455) 2,573 2,118

Profit attributable to:

- Owners of the parent 112 2,278 2,390 (920) 2,567 1,647
- Non-controlled interests 424 5 429 465 6 471
Profit/(loss) for the financial year 536 2,283 2,819 (455) 2,573 2,118
Note:
1. Reported depreciation and amortisation excludes depreciation on leased assets and loss on disposal of Right-of-use assets. Refer to Additional Information on page 226 for an analysis of
depreciation and amortisation. The adjustments of €488 million (FY20: €423 million) relate to amortisation of customer bases and brand intangible assets.
2. Refer to page 226 for an analysis of the adjustments to share of results of equity accounted associates and joint ventures.

Adjusted basic earnings per share

The reconciliation of adjusted basic earnings per share to the closest equivalent GAAP measure, basic loss per share, is provided below.
FY21 FY20
€m €m
Profit attributable to owners of the parent 112 (920)
Adjusted profit attributable to owners of the parent 2,390 1,647
Million Million
Weighted average number of shares outstanding - Basic 29,592 29,422
eurocents eurocents
Basic earnings/(loss) per share 0.38c (3.13)c
Adjusted basic earnings per share 8.08c 5.60c
222 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Non-GAAPmeasures
Non-GAAP measures(continued)
(continued)
Unaudited information

Cash flow, funding and capital allocation metrics

Cash flow and funding
Non-GAAP measure Purpose Definition
Free cash flow (pre Internal performance reporting. Free cash flow (pre spectrum, restructuring and
spectrum, restructuring External metric used by investor community. integration costs) is Adjusted EBITDA after cash flows
and integration costs) Setting director and management remuneration. in relation to cash capital additions, working capital,
disposal of property, plant and equipment, interest
Key external metric used to evaluate liquidity and
received and paid, dividends received from associates
the cash generated by our operations.
and investments, dividends paid to non-controlling
shareholders in subsidiaries and payments in respect
of lease liabilities but before restructuring costs
arising from discrete restructuring plans, licence and
spectrum payments and integration costs.
Free cash flow Internal performance reporting. Free cash flow is Free cash flow (pre spectrum,
External metric used by investor community. restructuring and integration costs) adjusted for
Assists comparability with other companies, licence and spectrum payments, restructuring and
although our metric may not be directly integration payments and integration capital
comparable to similarly titled measures used by expenditure.
other companies.
Gross debt Prominent metric used by debt rating agencies and Non-current borrowings and current borrowings,
the investor community. excluding lease liabilities, collateral liabilities and
borrowings specifically secured against Indian assets.
Net debt Prominent metric used by debt rating agencies and Gross debt less short-term investments, collateral
the investor community. assets, mark-to-market adjustments and cash and
cash equivalents.
The tables below present: (i) the reconciliation between Inflow from operating activities and Free cash flow (pre spectrum, restructuring and
integration costs) and (ii) the reconciliation between Borrowings, Gross debt and Net debt.
FY21 FY20
€m €m
Inflow from operating activities 17,215 17,379
Net tax paid 1,020 930
Cash generated by operations 18,235 18,309
Capital additions (7,854) (7,411)
Working capital movement in respect of capital additions 410 (11)
Disposal of property, plant and equipment 42 41
Interest received and paid (1,860) (1,465)
Taxation (1,020) (930)
Dividends received from associates and investments 628 417
Dividends paid to non-controlling shareholders in subsidiaries (391) (348)
Payments in respect of lease liabilities (3,897) (3,552)
Restructuring and integration payments 421 570
Other 305 80
Free cash flow (pre spectrum, restructuring and integration costs) 5,019 5,700

Borrowings (67,760) (74,925)

Adjustments:
- Lease liabilities 13,032 12,118
- Bank borrowings secured against Indian assets 1,247 1,346
- Collateral liabilities 962 5,292
Gross debt (52,519) (56,169)
Collateral liabilities (962) (5,292)
Cash and cash equivalents 5,821 13,557
Short-term investments 4,007 4,132
Collateral assets 3,107 1,115
Derivative financial instruments (859) 4,409
Mark-to-market gains deferred in hedge reserves 862 (3,799)
Net debt1 (40,543) (42,047)
Note:
1 Net debt as at 31 March 2020 has been aligned to the FY21 presentation, increasing by €3,799 million to exclude derivative movements in cash flow hedging reserves and decreasing by €121
million to reflect that Vodafone Egypt is no longer held for sale.
223 Vodafone Group Plc
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Return on Capital Employed

Non-GAAP measure Purpose Definition
Return on Capital ROCE is a metric used by the investor community We calculate ROCE by dividing Operating profit by
Employed ('ROCE') and reflects how efficiently we are generating profit the average of capital employed as reported in the
with the capital we deploy. consolidated statement of financial position. Capital
employed includes total borrowings, cash and cash
equivalents, derivative financial instruments included
in trade and other receivables/payables, short term
investments, collateral assets, financial liabilities
under put option arrangements and equity.
Pre-tax ROCE for As above. We calculate pre-tax ROCE (controlled operations)
controlled operations. by dividing Operating profit excluding impairment
losses, amortisation of customer bases and brand
Post-tax ROCE (including intangible assets, restructuring costs arising from
Associates and Joint discrete restructuring plans, lease-related interest
Ventures) and other income and expense and excluding the
share of results in associates and joint ventures. On a
post-tax basis, the measure includes our share of
results from associates and joint ventures and a
notional tax charge. Capital is equivalent to net
operating assets and is calculated as the average of
opening and closing balances of: property, plant and
equipment (including Right-of-Use assets and
liabilities), intangible assets (including goodwill),
operating working capital (including held for sale
assets and excluding derivative balances) and
provisions. Other assets that do not directly
contribute to returns are excluded from this measure
and include: other investments, current and deferred
tax balances and post employment benefits. On a
post-tax basis, ROCE also includes our investments in
associates and joint ventures
Return on Capital Employed (‘ROCE’)
The table below presents the calculation of ROCE using GAAP measures as reported in the consolidated income statement and consolidated
statement of financial position.
FY21 FY20
€m €m
Operating profit 5,097 4,099

Total borrowings 67,760 74,925

Cash and cash equivalents (5,821) (13,557)
Derivative financial instruments included in trade and other receivables (3,151) (9,176)
Derivative financial instruments included in trade and other payables 4,010 4,767
Short term investments (4,007) (4,132)
Collateral assets (3,107) (1,115)
Financial liabilities under put option arrangements 492 1,850
Equity 57,816 62,625
Capital employed at end of the year 113,992 116,187

Average capital employed for the year1 115,090 104,255

ROCE 4.4% 3.9%

Note:
1 Average capital employed for FY20 is calculated with reference to the Group’s published results for FY19, which were prepared in accordance with IAS 17.
224 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Non-GAAPmeasures
Non-GAAP measures(continued)
(continued)
Unaudited information

Return on Capital Employed (‘ROCE’): Non-GAAP basis

The table below presents the calculation of ROCE using non-GAAP measures and reconciling to the closest equivalent GAAP measure.
FY21 FY20
Re-presented1
€m €m
Operating profit 5,097 4,099
Interest on lease liabilities (374) (330)
Restructuring costs 356 695
Impairment loss – 1,685
Other income (568) (4,281)
Share of results in equity accounted associates and joint ventures (342) 2,505
Adjusted operating profit for calculating pre-tax ROCE (controlled) 4,169 4,373
Share of adjusted results in equity accounted associates and joint ventures (excluding amortisation of
acquired customer base and brand intangible assets)2 203 (456)
Notional tax at adjusted effective tax rate (1,176) (991)
Adjusted operating profit for calculating post-tax ROCE (controlled and associates/joint
ventures) 3,196 2,926

Capital employed for calculating ROCE on a GAAP basis 113,992 116,187

Adjustments:
- Leases (13,032) (12,118)
- Deferred tax assets (21,569) (23,606)
- Deferred tax liabilities 2,095 2,103
- Taxation recoverable (434) (278)
- Taxation payable 769 787
- Other investments (1,514) (1,397)
- Excluding associates and joint ventures (5,927) (5,419)
- Pension assets and liabilities 453 (152)
Adjusted capital employed for calculating pre-tax ROCE (controlled) 74,833 76,107
Associates and joint ventures 5,927 5,419
Adjusted capital employed for calculating post-tax ROCE (controlled and associates/joint
ventures) 80,760 81,526

Average capital employed for calculating pre-tax ROCE (controlled) 75,470 69,743

Average capital employed for calculating post-tax ROCE (controlled and associates/joint
ventures) 81,143 74,308

Pre-tax ROCE (controlled) 5.5% 6.3%

Post-tax ROCE (controlled and associates/joint ventures) 3.9% 3.9%

Notes:
1 The presentation of FY20 ROCE has been aligned to the FY21 presentation. As a result, the FY20 ROCE has been amended to exclude the amortisation of acquired customer base and brand
intangible assets of €215 million from Adjusted operating profit for calculating pre-tax ROCE (controlled) and from the Share of adjusted results in equity accounted associates and joint ventures.
Furthermore, Other investments now excludes amounts owed to M-Pesa account holders of €1,237 million for FY20 and €1,048 million for FY19.
2 Share of adjusted results in equity accounted associates and joint ventures is a Non-GAAP measure. See 217 for more information.
225 Vodafone Group Plc
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Financing and Taxation metrics

Non-GAAP measure Purpose Definition
Adjusted net financing This metric is used by both management and the Adjusted net financing costs exclude mark-to-market
costs investor community. and foreign exchange gains/losses.
This metric is used in the calculation of adjusted
basic earnings per share.
Adjusted profit before This metric is used in the calculation of the adjustedAdjusted profit before taxation excludes the tax
taxation effective tax rate (see below). effects of items excluded from adjusted basic
earnings per share, including: impairment losses,
amortisation of customer bases and brand intangible
assets, restructuring costs arising from discrete
restructuring plans, other income and expense and
mark to market and foreign exchange movements.
Adjusted income tax Adjusted income tax expense excludes the tax effects
expense of items excluded from adjusted basic earnings per
share, including: impairment losses, amortisation of
customer bases and brand intangible assets,
restructuring costs arising from discrete restructuring
plans, other income and expense and mark to market
and foreign exchange movements. It also excludes
deferred tax movements relating to tax losses in
This metric is used in the calculation of the adjusted Luxembourg as well as other significant one-off
effective tax rate (see below). items.
Adjusted effective tax rate This metric is used by both management and the Adjusted income tax expense (see above) divided by
investor community. Adjusted profit before taxation (see above).
Share of adjusted results This metric is used in the calculation of adjusted Share of results in equity accounted associates and
in equity accounted effective tax rate and ROCE. joint ventures excluding restructuring costs,
associates and joint amortisation of acquired customer base and brand
ventures intangible assets and other income and expense.

Adjusted tax metrics

The table below reconciles profit before taxation and income tax expense to adjusted profit before taxation, adjusted income tax expense and
adjusted effective tax rate.
FY21 FY20
€m €m
Profit before taxation 4,400 795
Adjustments to derive adjusted profit before tax (702) 2,122
Adjusted profit before taxation 3,698 2,917
Share of adjusted results in associates and joint ventures (432) 241
Adjusted profit before tax for calculating adjusted effective tax rate 3,266 3,158

Income tax expense (3,864) (1,250)

Tax on adjustments to derive adjusted profit before tax (162) (432)
Adjustments
- Deferred tax following revaluation of investments in Luxembourg 2,827 (346)
- Reduction in deferred tax following rate change in Luxembourg - 881
- Deferred tax on use of Luxembourg losses in the year 320 348
Adjusted income tax expense for calculating adjusted tax rate (879) (799)

Adjusted effective tax rate 26.9% 25.3%

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Annual Report 2021 Strategic report Governance Financials Other information

Non-GAAP measures(continued)
Non-GAAP measures (continued)
Unaudited information

Share of adjusted results in equity accounted associates and joint ventures

The table below reconciles share of adjusted results in equity accounted associates and joint ventures to the closest GAAP equivalent, share of
results in equity accounted associates and joint ventures.
FY21 FY20
€m €m
Share of results in equity accounted associates and joint ventures 342 (2,505)
Restructuring costs 3 25
Amortisation of acquired customer base and brand intangible assets 229 215
Other income and expense (142) 2,024
Share of adjusted results in equity accounted associates and joint ventures 432 (241)

Additional information
Analysis of depreciation and amortisation
The table below presents an analysis of the difference components of depreciation and amortisation discussed in the document, reconciled to
the GAAP amounts in the consolidated income statement.
FY21 FY20
€m €m
Depreciation on leased assets 3,914 3,720
Depreciation on owned assets 5,766 5,995
Amortisation of intangible assets 4,421 4,459
Total depreciation and amortisation 14,101 14,174
Loss on disposal of owned fixed assets 30 54
Loss on disposal of Right-of-Use assets (13) (3)
Total depreciation, amortisation and loss on disposal of fixed assets - as recognised in the
consolidated income statement 14,118 14,225

Analysis of tangible and intangible additions

The table below presents an analysis of the difference components of tangible and intangible additions discussed in the document.
FY21 FY20
€m €m
Capital additions 7,854 7,411
Integration related capital additions 329 111
Licence additions 896 1,776
Additions to customer bases 1 -
Additions 9,080 9,298
Intangible assets - additions 3,367 4,061
Property, plant and equipment (owned) - additions 5,713 5,237
Total additions 9,080 9,298
227 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Shareholder information

2020/21 Financial calendar key dates Shareholder information

Ex-dividend date for final dividend 24 June 2021 Managing your shares via Shareview
Record date for final dividend 25 June 2021 Our share Registrar, Equiniti operates a portfolio service, Shareview, for
AGM 27 July 2021 investors in ordinary shares. This provides our shareholders with online
Final dividend payment 6 August 2021 access to information about their investments as well as a facility to help
manage their holdings online, such as being able to:
Useful contacts – update your details online including your address and dividend
The Registrar payment instructions;
Equiniti – buy and sell shares easily;
Aspect House – receive certain shareholder communications electronically;
Spencer Road – send your general meeting voting instructions in advance of
Lancing shareholder meetings;
West Sussex
– view information about and join the Vodafone Group plc Dividend
BN99 6DA
Reinvestment Plan (‘DRIP’); and
Telephone: +44 (0) 371 384 2532
– access your online statements.
See help.shareview.co.uk for more information
about this service Equiniti also offers an internet and telephone share dealing
service to existing shareholders. The service can be obtained at
www.shareview.co.uk.
ADS holders Shareholders with any queries regarding their holding should contact
AST Equiniti on the contact details above.
Operations Center
Shareholders may also find the investors section of our corporate website,
6201 15th Avenue
vodafone.com/investor, useful for general queries and information about
Brooklyn, NY 11219
the Company.
United States of America
Telephone: +1 800 233 5601 (toll free) or, for calls outside the AGM
United States: +1 201 806 4103 Our thirty-seventh AGM will be held at The Pavilion, Vodafone House,
Email: [email protected] Newbury RG14 2FN on 27 July 2021 at 10.00 am.
See astfinancial.com for more information Shareholder communications
about this service We are taking significant steps to reduce our impact on our planet. The
use of electronic communications, rather than printed paper documents,
means information about the Company can be accessed through emails
or the Company’s website, thus reducing our impact on the environment.
A growing number of our shareholders have opted to receive
communications from us electronically. Shareholders who have done
so will be sent an email alert containing a link to the relevant documents.
We encourage all our shareholders to sign up for this service. You can
register for this service at www.shareview.co.uk or by contacting Equiniti
by the telephone number provided on the left of this page.
See vodafone.com/investor
for further information about this service
228 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Shareholder information (continued)

ShareGift Taxation of dividends

We support ShareGift, the charity share donation scheme (registered See page 231 for details on dividend taxation.
charity number 1052686). Through ShareGift, shareholders who
Shareholders as at 31 March 2021
have only a very small number of shares, which might be considered
Number of ordinary Number of accounts % of total of issued shares
uneconomic to sell, are able to donate them to charity. Donated shares
are aggregated and sold by ShareGift with the proceeds being passed 1-1,000 297,155 0.21
on to a wide range of UK charities. 1,001-5,000 39,967 0.30
5,001-50,000 11,002 0.46
See sharegift.org or call +44 (0)20 7930 3737 for further details.
50,001-100,000 452 0.11
Landmark Financial Asset Search 100,001-500,000 637 0.52
We participate in an online service which provides a search facility More than 500,000 1,098 98.40
for solicitors and probate professionals to quickly and easily trace
UK shareholdings relating to deceased estates. Major shareholders
As at 17 May 2021, Deutsche Bank, as custodian of our ADR programme,
Visit www.landmarkfas.co.uk or call +44 (0)844 844 9967 for
held approximately 13.68% of our ordinary shares of 20 20/21 US cents
further information.
each as nominee.
Warning to shareholders (“boiler room” scams)
At this date, the total number of ADRs outstanding was 383,236,963 and
Over recent years we have become aware of investors who have received
1,442 holders of ordinary shares had registered addresses in the United
unsolicited calls or correspondence, in some cases purporting to have
States and held a total of approximately 0.008% of the ordinary shares of
been issued by us, concerning investment matters. These callers typically
the Company.
make claims of highly profitable investment opportunities which turn out
to be worthless or simply do not exist. These approaches are usually made At 31 March 2021, the following percentage interests in the ordinary
by unauthorised companies and individuals and are commonly known as share capital of the Company, disclosable under the Disclosure Guidance
“boiler room” scams. Investors are advised to be wary of any unsolicited and Transparency Rules, (‘DTR 5’), have been notified to the Directors.
advice or offers to buy shares. If it sounds too good to be true, it often is. Shareholder Shareholding1

See the FCA website at fca.org.uk/scamsmart for more detailed BlackRock, Inc. 2
6.90%
information about this or similar activities. Norges Bank 3.0004%
Dividends Notes:
1. The percentage of voting rights detailed above was calculated at the time of the relevant
See pages 23 and 152 for details on dividend amount per share. disclosures made in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules.
2. On 1 February 2021, BlackRock, Inc. disclosed by way of a Schedule 13G filed with the SEC,
Euro dividends beneficial ownership of 2,333,163,274 ordinary shares of the Company as of 31 December 2020,
Dividends are declared in euros and paid in euros and pounds sterling representing 8.7% of that class of shares at that date.
according to where the shareholder is resident. Cash dividends to ADS
The Company is not aware of any changes in the interests disclosed
holders are paid by the ADS depositary bank in US dollars. This aligns
under DTR 5 between 31 March 2021 and 17 May 2021.
the Group’s shareholder returns with the primary currency in which we
generate free cash flow. The foreign exchange rates at which dividends As far as the Company is aware, between 1 April 2016 and 17 May 2021,
declared in euros are converted into pounds sterling and US dollars are no shareholder, other than described above, held 3% or more of the voting
calculated based on the average exchange rate of the five business days rights attributable to the ordinary shares of the Company other than
during the week prior to the payment of the dividend. (i) Deutsche Bank, as custodian of our ADR programme, (ii) Blackrock, Inc
and Norges Bank (as described above) and (iii) Morgan Stanley, which owned
Payment of dividends by direct credit
3.6% of the Company’s ordinary shares at 13 February 2018.
We pay cash dividends directly to shareholders’ bank or building society
accounts. This ensures secure delivery and means dividend payments The rights attaching to the ordinary shares of the Company held by
are credited to shareholders’ designated accounts on the same day as these shareholders are identical in all respects to the rights attaching to
payment. A dividend confirmation covering both the interim and final all the ordinary shares of the Company. As at 17 May 2021 the Directors
dividends paid during the financial year is sent to shareholders at the are not aware of any other interest of 3% or more in the ordinary share
time of the interim dividend in February. ADS holders may choose to capital of the Company. The Company is not directly or indirectly owned
have their cash dividends paid by cheque from our ADS depository or controlled by any foreign government or any other legal entity. There
bank, Deutsche Bank. are no arrangements known to the Company that could result in a change
of control of the Company.
Dividend reinvestment plan
We offer a dividend reinvestment plan which allows holders of ordinary
shares who choose to participate to use their cash dividends to acquire Other information
additional shares in the Company. These are purchased on their behalf by Articles of Association and applicable English law
the plan administrator, Equiniti, through a low-cost dealing arrangement. The following description summarises certain provisions of the
For ADS holders, Deutsche Bank, through its transfer agent, American Company’s Articles of Association and applicable English law. This
Stock Transfer & Trust Company, LLC (‘AST’), maintains the DB Global summary is qualified in its entirety by reference to the Companies Act
Direct Investor Services Program which is a direct purchase and sale plan 2006 and the Company’s Articles of Association. The Company is a public
for depositary receipts with a dividend reinvestment facility. See vodafone. limited company under the laws of England and Wales. The Company is
com/dividends for further information about dividend payments or, registered in England and Wales under the name Vodafone Group Public
alternatively, please contact our registrar, Equiniti or AST for ADS holders Limited Company with the registration number 1833679.
as applicable.
Full details on where copies of the Articles of Association can be
Contact information for Equiniti and AST obtained are detailed on page 230 under “Documents on display”
can be found on page 227
229 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

All of the Company’s ordinary shares are fully paid. Accordingly, no further Dividend rights
contribution of capital may be required by the Company from the holders Holders of 7% cumulative fixed rate shares are entitled to be paid
of such shares. in respect of each financial year, or other accounting period of the
Company, a fixed cumulative preferential dividend of 7% p.a. on the
English law specifies that any alteration to the Articles of Association must
nominal value of the fixed rate shares. A fixed cumulative preferential
be approved by a special resolution of the Company’s shareholders.
dividend may only be paid out of available distributable profits which
Articles of Association the Directors have resolved should be distributed.
The Company’s Articles of Association do not specifically restrict the
The fixed rate shares do not have any other right to share in the
objects of the Company.
Company’s profits.
Directors
Holders of the Company’s ordinary shares may, by ordinary resolution,
The Directors are empowered under the Articles of Association to exercise
declare dividends but may not declare dividends in excess of the amount
all the powers of the Company subject to any restrictions in the Articles
recommended by the Directors. The Board of Directors may also pay
of Association, the Companies Act 2006 (as defined in the Articles of
interim dividends. No dividend may be paid other than out of profits
Association) and any special resolution.
available for distribution.
Under the Company’s Articles of Association a Director cannot vote in
Dividends on ordinary shares can be paid to shareholders in whatever
respect of any proposal in which the Director, or any person connected
currency the Directors decide, using an appropriate exchange rate for
with the Director, has a material interest other than by virtue of the
any currency conversions which are required.
Director’s interest in the Company’s shares or other securities. However,
this restriction on voting does not apply in certain circumstances as set If a dividend has not been claimed for one year after the date of the
out in the Articles of Association. resolution passed at a general meeting declaring that dividend or the
resolution of the Directors providing for payment of that dividend, the
The Directors are empowered to exercise all the powers of the Company
Directors may invest the dividend or use it in some other way for the
to borrow money, subject to the limitation that the aggregate amount of
benefit of the Company until the dividend is claimed. If the dividend
all liabilities and obligations of the Group outstanding at any time shall not
remains unclaimed for 12 years after the relevant resolution either
exceed an amount equal to 1.5 times the aggregate of the Group’s share
declaring that dividend or providing for payment of that dividend,
capital and reserves calculated in the manner prescribed in the Articles
it will be forfeited and belong to the Company.
of Association unless sanctioned by an ordinary resolution of the
Company’s shareholders. Voting rights
At a general meeting of the Company, when voting on substantive
The Company can make market purchases of its own shares or agree
resolutions (i.e. any resolution which is not a procedural resolution) each
to do so in the future provided it is duly authorised by its members in a
shareholder who is entitled to vote and is present in person or by proxy
general meeting and subject to and in accordance with section 701 of
has one vote for every share held (a poll vote). Procedural resolutions
the Companies Act 2006. Such authority was given at the 2020 AGM.
(such as a resolution to adjourn a general meeting or a resolution on the
On 19 March 2021, the Company announced the commencement of an
choice of Chairman of a general meeting) shall be decided on a show of
irrevocable and non-discretionary share buy-back programme as a result
hands, where each shareholder who is present at the meeting has one
of the maturing of the second tranche of the mandatory convertible bond
vote regardless of the number of shares held, unless a poll is demanded.
(‘MCB’) on 12 March 2021. In order to satisfy the conversion of the first
tranche of the MCB, 1,426,710,898 shares were issued from existing Shareholders entitled to vote at general meetings may appoint proxies
shares held in treasury. Under this programme the Company is expected who are entitled to vote, attend and speak at general meetings. Two
to purchase up to the number of ordinary shares of 20 20/21 US cents shareholders present in person or by proxy constitute a quorum for
each announced for the programme on 19 March 2021. The number of purposes of a general meeting of the Company.
shares expected to be purchased is below the number permitted to be
Under English law, shareholders of a public company such as the
purchased by the Company pursuant to the authority granted by the
Company are not permitted to pass resolutions by written consent.
shareholders at the 2020 AGM.
Record holders of the Company’s ADSs are entitled to attend, speak
Further details of the programme and vote on a poll or a show of hands at any general meeting of the
can be found on page 31 Company’s shareholders by the depositary’s appointment of them
as corporate representatives or proxies with respect to the underlying
At each AGM all Directors shall offer themselves for re-election in
ordinary shares represented by their ADSs. Alternatively, holders of ADSs
accordance with the Company’s Articles of Association and in the
are entitled to vote by supplying their voting instructions to the depositary
interests of good corporate governance.
or its nominee who will vote the ordinary shares underlying their ADSs in
Directors are not required under the Company’s Articles of Association accordance with their instructions.
to hold any shares of the Company as a qualification to act as a Director,
Holders of the Company’s ADSs are entitled to receive notices of
although the Executive Directors are required to under the Company’s
shareholders’ meetings under the terms of the deposit agreement
Remuneration Policy.
relating to the ADSs.
Full details of the Remuneration Policy
Employees who hold shares in a vested nominee share account are able
can be found on pages 84 to 89
to vote through the respective plan’s trustees. Note there is now a vested
share account with Computershare (in respect of shares arising from a
Rights attaching to the Company’s shares SAYE exercise) and Equatex (MyShareBank).
At 31 March 2021, the issued share capital of the Company was
Holders of the Company’s 7% cumulative fixed rate shares are only
comprised of 50,000 7% cumulative fixed rate shares of £1.00 each and
entitled to vote on any resolution to vary or abrogate the rights attached
28,224,193,469 ordinary shares (excluding treasury shares) of 20 20/21
to the fixed rate shares. Holders have one vote for every fully paid 7%
US cents each. As at 31 March 2021, 592,642,309 ordinary shares were
cumulative fixed rate share.
held in Treasury.
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Shareholder information (continued)

Liquidation rights two) who hold or represent by proxy not less than one third in nominal
In the event of the liquidation of the Company, after payment of all value of the issued shares of the class or, if such quorum is not present
liabilities and deductions in accordance with English law, the holders of on an adjourned meeting, one person who holds shares of the class
the Company’s 7% cumulative fixed rate shares would be entitled to a regardless of the number of shares he holds; (ii) any person present in
sum equal to the capital paid up on such shares, together with certain person or by proxy may demand a poll; and (iii) each shareholder will have
dividend payments, in priority to holders of the Company’s ordinary one vote per share held in that particular class in the event a poll is taken.
shares. The holders of the fixed rate shares do not have any other right Class rights are deemed not to have been varied by the creation or issue
to share in the Company’s surplus assets. of new shares ranking equally with or subsequent to that class of shares
in sharing in profits or assets of the Company or by a redemption or
Pre-emptive rights and new issues of shares repurchase of the shares by the Company.
Under section 549 of the Companies Act 2006 Directors are, with certain Limitations on transfer, voting and shareholding
exceptions, unable to allot the Company’s ordinary shares or securities As far as the Company is aware there are no limitations imposed on the
convertible into the Company’s ordinary shares without the authority transfer, holding or voting of the Company’s ordinary shares other than
of the shareholders in a general meeting. In addition, section 561 of the those limitations that would generally apply to all of the shareholders,
Companies Act 2006 imposes further restrictions on the issue of equity those that apply by law (e.g. due to insider dealing rules) or those that
securities (as defined in the Companies Act 2006 which include the apply as a result of failure to comply with a notice under section 793 of
Company’s ordinary shares and securities convertible into ordinary the Companies Act 2006.
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 No shareholder has any securities carrying special rights with regard to
allow shareholders to authorise Directors for a period specified in the control of the Company. The Company is not aware of any agreements
relevant resolution to allot (i) relevant securities generally up to an between holders of securities that may result in restrictions on the transfer
amount fixed by the shareholders; and (ii) equity securities for cash of securities.
other than in connection with a pre-emptive offer up to an amount Documents on display
specified by the shareholders and free of the pre-emption restriction in The Company is subject to the information requirements of the
section 561. At the 2020 AGM the amount of relevant securities fixed by Exchange Act applicable to foreign private issuers. In accordance with
shareholders under (i) above and the amount of equity securities specified these requirements the Company files its Annual Report on Form 20-F
by shareholders under (ii) above were in line with the Pre-Emption Group’s and other related documents with the SEC. These documents may be
Statement of Principles. inspected at the SEC’s public reference rooms located at 100 F Street,
Further details of such proposals are provided in the 2021 Notice of AGM. NE Washington, DC 20549. Information on the operation of the public
reference room can be obtained in the United States by calling the SEC
Disclosure of interests in the Company’s shares on +1-800-SEC-0330. In addition, some of the Company’s SEC filings,
There are no provisions in the Articles of Association whereby persons including all those filed on or after 4 November 2002, are available on
acquiring, holding or disposing of a certain percentage of the Company’s the SEC’s website at sec.gov. Shareholders can also obtain copies of the
shares are required to make disclosure of their ownership percentage Company’s Articles of Association from our website at vodafone.com/
although such requirements exist under the Disclosure Guidance and governance or from the Company’s registered office.
Transparency Rules.
Material contracts
General meetings and notices At the date of this Annual Report the Group is not party to any contracts
Subject to the Articles of Association, AGMs are held at such times and that are considered material to its results or operations except for:
place as determined by the Directors of the Company. The Directors
may also, when they think fit, convene other general meetings of the – its €3,860,000,000 and US$ 3,935,000,000 revolving credit
Company. General meetings may also be convened on requisition as facilities which are discussed in note 21 “Borrowings” to the
provided by the Companies Act 2006. consolidated statements;
– Contribution and Transfer Agreement dated 31 December 2016,
An AGM is required to be called on not less than 21 days’ notice in as amended, relating to the contribution and/or transfer of shares in
writing. Subject to obtaining shareholder approval on an annual basis, Ziggo Group Holding B.V. and Vodafone Libertel B.V. to Lynx Global
the Company may call other general meetings on 14 days’ notice. Europe II B.V. and the formation of the Netherlands joint venture;
The Directors may determine that persons entitled to receive notices – the Implementation Agreement dated 20 March 2017, as amended,
of meetings are those persons entered on the register at the close of relating to the combination of the Indian mobile telecommunications
business on a day determined by the Directors but not later than 21 days businesses of Vodafone Group and Idea Group as detailed in note 27
before the date the relevant notice is sent. The notice may also specify “Acquisitions and disposals” to the consolidated financial statements;
the record date, the time of which shall be determined in accordance
– the Implementation Agreement dated 25 April 2018 relating to the
with the Articles of Association and the Companies Act 2006.
combination of the businesses of Indus Towers and Bharti Infratel;
Under section 336 of the Companies Act 2006 the AGM must be held – the Sale and Purchase Agreement dated 9 May 2018 relating to the
each calendar year and within six months of the Company’s year end. purchase of Liberty Global plc’s businesses in Germany, Romania,
Variation of rights Hungary and the Czech Republic;
If at any time the Company’s share capital is divided into different classes – the Transitional Services Agreement dated 31 July 2019 relating to
of shares, the rights attached to any class may be varied, subject to the services and cooperation relating to the sale of Liberty Global plc’s
provisions of the Companies Act 2006, either with the consent in writing businesses in Germany, Romania, Hungary and the Czech Republic;
of the holders of three quarters in nominal value of the shares of that – the Sale and Purchase Agreement dated 31 July 2019 relating to the
class or at a separate meeting of the holders of the shares of that class. sale of Vodafone New Zealand; and
– the Deed of Merger dated 31 March 2020 relating to the combination
At every such separate meeting all of the provisions of the Articles of
of Vodafone Italy’s towers with INWIT’s passive network infrastructure.
Association relating to proceedings at a general meeting apply, except
that (i) the quorum is to be the number of persons (which must be at least
231 Vodafone Group Plc
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Exchange controls tribunal in the UK has cast doubt on this view, but HMRC have stated that
There are no UK Government laws, decrees or regulations that restrict or they will continue to apply their long-standing practice of regarding the
affect the export or import of capital including, but not limited to, foreign holder of such ADRs as holding the beneficial interest in the underlying
exchange controls on remittance of dividends on the ordinary shares or shares. Similarly, the US Treasury has expressed concern that US holders
on the conduct of the Group’s operations. of depositary receipts (such as holders of ADRs representing our ADSs)
may be claiming foreign tax credits in situations where an intermediary in
Taxation
the chain of ownership between such holders and the issuer of the security
As this is a complex area investors should consult their own tax
underlying the depositary receipts, or a party to whom depositary receipts
adviser regarding the US federal, state and local, the UK and other tax
or deposited shares are delivered by the depositary prior to the receipt
consequences of owning and disposing of shares and ADSs in their
by the depositary of the corresponding securities, has taken actions
particular circumstances.
inconsistent with the ownership of the underlying security by the person
This section describes, primarily for a US holder (as defined below), claiming the credit, such as a disposition of such security. Such actions
in general terms, the principal US federal income tax and UK tax may also be inconsistent with the claiming of the reduced tax rates that
consequences of owning or disposing of shares or ADSs in the Company may be applicable to certain dividends received by certain non-corporate
held as capital assets (for US and UK tax purposes). This section does not, holders, as described below. Accordingly, (i) the creditability of any UK
however, cover the tax consequences for members of certain classes of taxes and (ii) the availability of the reduced tax rates for any dividends
holders subject to special rules including, for example, US expatriates and received by certain non-corporate US holders, each as described below,
former long-term residents of the United States; officers and employees could be affected by actions taken by such parties or intermediaries.
of the Company; holders that, directly, indirectly or by attribution, hold 5% Generally exchanges of shares for ADRs and ADRs for shares will not be
or more of the Company’s stock (by vote or value); financial institutions; subject to US federal income tax or to UK tax other than stamp duty or
insurance companies; individual retirement accounts and other stamp duty reserve tax (see the section on these taxes on page 219).
tax-deferred accounts; tax-exempt organisations; dealers in securities
Taxation of dividends
or currencies; investors that will hold shares or ADSs as part of straddles,
UK taxation
hedging transactions or conversion transactions for US federal income
Under current UK law, there is no requirement to withhold tax from the
tax purposes; investors holding shares or ADSs in connection with a trade
dividends that we pay. Shareholders who are within the charge to UK
or business conducted outside of the US; or US holders whose functional
corporation tax will be subject to corporation tax on the dividends we
currency is not the US dollar.
pay unless the dividends fall within an exempt class and certain other
A US holder is a beneficial owner of shares or ADSs that is for US federal conditions are met. It is expected that the dividends we pay would
income tax purposes: generally be exempt.
– an individual citizen or resident of the United States; Individual shareholders in the Company who are resident in the UK will
– US domestic corporation; be subject to the income tax on the dividends we pay. Dividends will
– an estate, the income of which is subject to US federal income tax be taxable in the UK at the dividend rates applicable where the income
regardless of its source; or received is above the dividend allowance (currently £2,000 per tax year)
– a trust, if a US court can exercise primary supervision over the trust’s which is taxed at a nil rate. Dividend income is treated as the highest
administration and one or more US persons are authorised to control part of an individual shareholder’s income and the dividend allowance
all substantial decisions of the trust, or the trust has validly elected to will count towards the basic or higher rate limits (as applicable) which
be treated as a domestic trust for US federal income tax purposes. may affect the rate of tax due on any dividend income in excess of
the allowance.
If an entity or arrangement treated as a partnership for US federal
income tax purposes holds the shares or ADSs, the US federal income US federal income taxation
tax treatment of a partner will generally depend on the status of the Subject to the passive foreign investment company (‘PFIC’) rules
partner and the tax treatment of the partnership. Holders that are described below, a US holder is subject to US federal income taxation
entities or arrangements treated as partnerships for US federal income on the gross amount of any dividend we pay out of our current or
tax purposes should consult their tax advisers concerning the US federal accumulated earnings and profits (as determined for US federal
income tax consequences to them and their partners of the ownership income tax purposes). Distributions in excess of current and accumulated
and disposition of shares or ADSs by the partnership. earnings and profits will be treated as a non-taxable return of capital to
the extent of the US holder’s basis in the shares or ADSs and thereafter
This section is based on the US Internal Revenue Code of 1986, as as capital gain.
amended, its legislative history, existing and proposed regulations
thereunder, published rulings and court decisions, and on the tax laws However, the Company does not maintain calculations of its earnings
of the UK, the Double Taxation Convention between the United States and profits in accordance with US federal income tax accounting
and the UK (the ‘treaty’) and current HM Revenue and Customs (‘HMRC’) principles. US holders should therefore assume that any distribution by
published practice, all as of the date hereof. These laws and such practice the Company with respect to shares will be reported as ordinary dividend
are subject to change, possibly on a retroactive basis. income. Dividends paid to a non-corporate US holder will be taxable to
the holder at the reduced rate normally applicable to long-term capital
This section is further based in part upon the representations of the gains provided that certain requirements are met.
depositary and assumes that each obligation in the deposit agreement
and any related agreement will be performed in accordance with Dividends must be included in income when the US holder, in the case
its terms. of shares, or the depositary, in the case of ADSs, actually or constructively
receives the dividend and will not be eligible for the dividends-received
For the purposes of the treaty and the US-UK double taxation convention deduction generally allowed to US corporations in respect of dividends
relating to estate and gift taxes (the ‘Estate Tax Convention’), and for US received from other US corporations.
federal income tax and UK tax purposes, this section is based on the
assumption that a holder of ADRs evidencing ADSs will generally be The amount of the dividend distribution to be included in income will
treated as the owner of the shares in the Company represented by be the US dollar value of the pound sterling or euro payments made
those ADRs. Investors should note that a ruling by the first-tier tax determined at the spot pound sterling/US dollar rate or the spot euro/
US dollar rate, as applicable, on the date the dividends are received
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Shareholder information (continued)

by the US holder, in the case of shares, or the depositary, in the case of UK stamp duty and stamp duty reserve tax
ADSs, regardless of whether the payment is in fact converted into US Stamp duty will, subject to certain exceptions, be payable on any
dollars at that time. If dividends received in pounds sterling or euros are instrument transferring our shares to the custodian of the depositary at
converted into US dollars on the day they are received, the US holder the rate of 1.5% on the amount or value of the consideration if on sale or
generally will not be required to recognise any foreign currency gain or on the value of such shares if not on sale. Stamp duty reserve tax (‘SDRT’),
loss in respect of the dividend income. at the rate of 1.5% of the amount or value of the consideration or the
value of the shares, could also be payable in these circumstances but
Where UK tax is payable on any dividends received, a US holder may be
no SDRT will be payable if stamp duty equal to such SDRT liability is paid.
entitled, subject to certain limitations, to a foreign tax credit in respect of
such taxes. Following rulings of the European Court of Justice and the first-tier tax
tribunal in the UK, HMRC have confirmed that the 1.5% SDRT charge will
Taxation of capital gains
not be levied on an issue of shares to a depositary receipt system on the
UK taxation
basis that such a charge is contrary to EU law.
A US holder that is not resident in the UK will generally not be liable for
UK tax in respect of any capital gain realised on a disposal of our shares No stamp duty should in practice be required to be paid on any transfer of
or ADSs. our ADSs provided that the ADSs and any separate instrument of transfer
are executed and retained at all times outside the UK.
However, a US holder may be liable for both UK and US tax in respect of
a gain on the disposal of our shares or ADSs if the US holder: A transfer of our shares in registered form will attract ad valorem stamp
duty generally at the rate of 0.5% of the purchase price of the shares.
– is a citizen of the United States and is resident in the UK;
There is no charge to ad valorem stamp duty on gifts.
– is an individual who realises such a gain during a period of “temporary
non-residence” (broadly, where the individual becomes resident in the SDRT is generally payable on an unconditional agreement to transfer
UK, having ceased to be so resident for a period of five years or less, our shares in registered form at 0.5% of the amount or value of the
and was resident in the UK for at least four out of the seven tax years consideration for the transfer, but if, within six years of the date of the
immediately preceding the year of departure from the UK); agreement, an instrument transferring the shares is executed and
– is a US domestic corporation resident in the UK by reason of being stamped, any SDRT which has been paid would be repayable or, if the
centrally managed and controlled in the UK; or SDRT has not been paid, the liability to pay the tax (but not necessarily
– is a citizen or a resident of the United States, or a US domestic interest and penalties) would be cancelled. However, an agreement to
corporation, that has used, held or acquired the shares or ADSs in transfer our ADSs will not give rise to SDRT.
connection with a branch, agency or permanent establishment in the PFIC rules
UK through which it carries on a trade, profession or vocation in the UK. We do not believe that our shares or ADSs will be stock of a PFIC for
In such circumstances, relief from double taxation may be available US federal income tax purposes for our current taxable year or the
under the treaty. Holders who may fall within one of the above categories foreseeable future. This conclusion is a factual determination that is
should consult their professional advisers. made annually and thus is subject to change. If we are a PFIC, US holders
of shares would be required (i) to pay a special US addition to tax on certain
US federal income taxation distributions and (ii) any gain realised on the sale or other disposition of the
Subject to the PFIC rules described below, a US holder that sells or shares or ADSs would in general not be treated as a capital gain unless a
otherwise disposes of our shares or ADSs generally will recognise a capital US holder elects to be taxed annually on a mark-to-market basis with
gain or loss for US federal income tax purposes equal to the difference, if respect to the shares or ADSs.
any, between the US dollar value of the amount realised and the holder’s
adjusted tax basis, determined in US dollars, in the shares or ADSs. This Otherwise a US holder would be treated as if he or she has realised such
capital gain or loss will be a long-term capital gain or loss if the US holder’s gain and certain “excess distributions” rateably over the holding period
holding period in the shares or ADSs exceeds one year. 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
The gain or loss will generally be income or loss from sources within the respect of the tax attributable to each such preceding year beginning with
US for foreign tax credit limitation purposes. The deductibility of losses is the first such year in which our shares or ADSs were treated as stock in a
subject to limitations. PFIC would also apply. In addition, dividends received from us would not
Additional tax considerations be eligible for the reduced rate of tax described above under “Taxation of
UK inheritance tax dividends – US federal income taxation”.
An individual who is domiciled in the United States (for the purposes of Back-up withholding and information reporting
the Estate Tax Convention) and is not a UK national will not be subject Payments of dividends and other proceeds to a US holder with respect
to UK inheritance tax in respect of our shares or ADSs on the individual’s to shares or ADSs, by a US paying agent or other US intermediary will
death or on a transfer of the shares or ADSs during the individual’s lifetime, be reported to the Internal Revenue Service and to the US holder as may
provided that any applicable US federal gift or estate tax is paid, unless be required under applicable regulations. Back-up withholding may apply
the shares or ADSs are part of the business property of a UK permanent to these payments if the US holder fails to provide an accurate taxpayer
establishment or pertain to a UK fixed base used for the performance identification number or certification of exempt status or fails to comply
of independent personal services. Where the shares or ADSs have been with applicable certification requirements.
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 Certain US holders are not subject to back-up withholding. US holders
United States and was not a UK national. Where the shares or ADSs should consult their tax advisers about these rules and any other reporting
are subject to both UK inheritance tax and to US federal gift or estate obligations that may apply to the ownership or disposition of shares or
tax, the estate tax convention generally provides a credit against ADSs, including requirements related to the holding of certain foreign
US federal tax liabilities for UK inheritance tax paid. financial assets.
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History and development Regulation

The Company was incorporated under English law in 1984 as Racal Introduction
Strategic Radio Limited (registered number 1833679). After various Our operating companies are generally subject to regulation governing
name changes, 20% of Racal Telecom Plc share capital was offered to the operation of their business activities. Such regulation typically takes the
the public in October 1988. The Company was fully demerged from form of industry specific law and regulation covering telecommunications
Racal Electronics Plc and became an independent company in services and general competition (antitrust) law applicable to all activities.
September 1991 at which time it changed its name to The following section describes the regulatory frameworks and the
Vodafone Group Plc. key regulatory developments at national and regional level and in the
Since then we have entered into various transactions which impacted European Union (‘EU’), in which we had significant interests during the
on the development of the Group. The most significant in the year ended year ended 31 March 2021. Many of the regulatory developments
31 March 2021 are summarised below. reported in the following section involve ongoing proceedings or
consideration of potential proceedings that have not reached a conclusion.
– On 13 July 2020, the Group announced that Vodafone Hutchison Accordingly, we are unable to attach a specific level of financial risk to our
Australia Pty Limited (‘VHA’) and TPG Telecom Limited (‘TPG’) had performance from such matters.
completed their merger. The merged entity was admitted to the
Australian Securities Exchange (‘ASX’) on 30 June 2020 and is known as
TPG Telecom Limited. Vodafone and Hutchison Telecommunications
European Union (‘EU’)
(Australia) Limited each own an economic interest of 25.05% in the The new European Electronic Communications Code (‘Code’) has
merged unit, with the remaining 49.9% listed as free float on the ASX. updated the telecoms regulatory framework in Europe. The Code
– On 26 November 2020, the Group announced that the merger of was required to be implemented by Member States in Europe by
Indus Towers Limited and Bharti Infratel Limited had completed. The December 2020. In February 2021, the European Commission (‘EC’)
combined company is listed on the National Stock Exchange of India started infringement procedures against the 24 Member States that
and the Bombay Stock Exchange and was renamed Indus Towers did not meet the deadline including Czech Republic, Germany, Ireland,
Limited following the merger. Vodafone holds a 28.1% shareholding Italy, Netherlands, Portugal, Romania, and Spain. The Code has been
in the combined company. transposed and is in force in Hungary and Greece.
– On 21 December 2020, the Group announced that it had completed In November 2020, the EC tabled the first legislative initiative under
the combination of the tower infrastructure assets of Vodafone Greece the EU Data Strategy and the Data Governance Act, which intended
with those of Wind Hellas Telecommunications SA. The combined to facilitate sharing and reuse of public sector data by increasing trust,
entity (‘Vantage Towers Greece’) is the largest tower infrastructure reducing barriers to data sharing and increasing citizen control. In
company in Greece. December 2020, the EC published the Digital Services Act package,
– On 11 January 2021, Vodafone Limited (‘Vodafone UK’) and Telefonica comprising a Digital Services Act and Digital Markets Act, intended
UK Limited announced the commercialisation of Cornerstone to reshape the regulatory environment for digital services in Europe
Telecommunications Infrastructure Limited (‘Cornerstone’), the 50:50 regarding security, fairness and competition.
joint venture company that owns and manages their passive tower
In December 2020, the EC published two legal acts mandated under the
infrastructure in the UK. Vodafone subsequently transferred its 50%
European Electronic Communications Code: (1) EC’s Recommendation
shareholding to Vantage Towers A.G on 14 January 2020.
on relevant markets to identify those product and service markets in
– Vantage Towers A.G. completed an initial public offering and the which ex ante regulation may be justified; (2) the Delegated Act setting a
first day of trading on the Regulated Market of the Frankfurt Stock single maximum Union-wide mobile voice termination rate and a single
Exchange was 18 March 2021. The offer consisted solely of a maximum Union-wide fixed voice termination rate applicable to any
secondary sell-down of existing shares held by Vodafone GmbH. provider of fixed and mobile termination services across the Union in
the next five years.
In February 2021, the EC proposed the prolongation of the Roaming
Regulation for 10 years in order to ensure the continuation of Roam-Like-
at-Home. The EC proposes to reduce the wholesale caps for all services
(data, voice and SMS) and bring new measures on transparency, quality
of service and access to emergency communications.
In March 2021, the EC published a “Connectivity Toolbox”, which
is a joint deliverable of Member States and the EC containing best
practices on network cost reduction, spectrum authorisation for 5G,
the environmental footprint and environmental impact assessment
of networks as well as Electronic Magnetic Fields. The objective of this
toolbox is to reduce the cost of broadband deployment in Europe for
Network Operators while the EC is in the process of revising the
Broadband Cost Reduction Directive.
In March 2021, the EC presented the 2030 Digital Decade Compass,
setting the EU’s digital ambitions for the next decade, including two
overarching targets for all European households to have gigabit
connectivity by 2030, and for all populated areas to be covered by 5G.
The EC proposes to publish a new Annual European Digital Decade report
which will include ‘traffic lights’ on the EU’s and Member States’ progress
towards the 2030 digital ambition.
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Addressing the challenges posed by the COVID-19 pandemic, the In March 2021, Vodafone acquired 40MHz of 3.6GHz spectrum expiring
Next Generation EU package is the Union’s means to support the in 2041 for £176 million. Vodafone’s total holdings in 3.4-3.6 GHz are
recovery processes in EU Member States. The bulk of the proposed 90 MHz. The assignment stage, which will determine the final location of
recovery measures will be powered by a new temporary recovery the spectrum, is currently taking place and is expected to be completed
instrument worth €750 billion. A significant amount will be allocated in April.
towards digital and green initiatives, with a proposed minimum of 20%
Spain
of the Recovery and Resilience Facility to be allocated to digital and 37%
Vodafone Spain has requested a three-year extension and modification
to green initiatives.
of the commitments which ended in April 2020 in relation to the
Movistar–DTS merger in 2015. Following Vodafone Spain’s extension
Europe region request in February 2020, the national regulatory authority (‘CNMC’)
Germany rendered public its Resolution extending the term of most of the initial
In May 2017, the national regulatory authority (‘BNetzA’) initiated the commitments for an additional period of three years, ensuring access
market review process for wholesale access at fixed locations in the to Movistar Estrenos and Movistar Series channels. The Resolution has
markets for access to unbundled local loop (‘ULL’) and for virtual eliminated the commitment that limited the terms in which Telefónica
unbundled local access (‘VULA’) as well as for access to bitstream could acquire SVOD content, which has been appealed by Vodafone.
wholesale products. However, mainly due to the delay of the new
German telecoms law implementing the Code, BNetzA has not yet In May 2019, the Ministry of Economy and Enterprise launched a 5G
published a draft regulatory order on possible remedies and the future public consultation on 700MHz, 1.5GHz and 26GHz spectrum bands. In
of fibre access regulation. It is expected that BNetzA will publish the draft December 2019, the Ministry launched a public consultation to modify
shortly after adoption of the telecoms law. the Spanish National Frequencies Plan relative to the 700MHz auction.
The Ministry approved the final cap that will apply for the 700 MHz band,
In September 2019, BNetzA published a draft decision regarding the expected to be auctioned in Q1 FY2021. In December 2020 there was a
fixed access market review that indicated that Deutsche Telekom has public consultation on 700 MHz auction rules, which included stringent
significant market power across all speeds, technologies and regions. obligations related to price, coverage and wholesale access.
Cable operators are not defined as being dominant.
The Spanish Government approved a strategic digitalisation plan ‘España
As part of the process of implementing the Code, the German Digital 2025’. The plan contains 10 strategic pillars, including a €2.3 billion
Parliament approved an abolishment of the right to bill TV services Connectivity Plan and a €2 billion 5G Boosting Plan for 2021-2025.
via ancillary costs in Multi Dwelling Units with a transition period for the
existing footprint until June 2024. The law is expected to enter into force In November 2020, a public consultation on the new Audiovisual Act,
on December 2021. intended to transpose the Audio-Visual Services Directive into national
legislation, launched for comments and is expected to be approved
Italy in 2021.
In March 2017, the national regulatory authority (‘AGCOM’) imposed a
minimum billing period of one month for fixed and convergent offers, In November 2020, CNMC published a public consultation on Market
effective by the end of June 2017. The operators appealed AGCOM’s 3a and 3b review which is expected to be approved in Q1 FY2021. The
resolution before the Administrative Court and the appeal was rejected in proposal implies an increase in the number of deregulated municipalities
February 2018. Vodafone Italy filed an appeal before the Council of State and would reduce the period for closure of copper exchanges from five to
and after the public hearing held in July 2020, the Council of State issued two years.
a Preliminary referral to the Court of Justice in order to assess if the NRA In December 2020, the government approved a Royal Decree modifying
has the power to impose minimum and binding billing periods under the current Consumers Law, in which companies providing telephony
EU law. customer care services must offer an alternative number (mobile or
In January 2020, the national competition authority (‘AGCM’) ruled that landline) where the cost of a call must be equal to or less than the cost
Vodafone, TIM, Fastweb and WindTre would have coordinated their of a call to a standard geographic or mobile number.
commercial strategies relating to the transition from four-week billing Ireland
(28 days) to monthly billing, with the maintenance of a 8.6% price In April 2019, the national regulatory authority (‘ComReg’) published its
increase, in violation of art.101 of TFEU. Vodafone’s appeal on the final decision on Universal Service funding applications by eircom Ltd (‘eir’)
Authority’s decision is pending before the Administrative Tribunal. for 2010 to 2015. ComReg found that the net cost of the USO did not
The hearing will take place in May 2021. represent an unfair burden on eir. Subsequently, eir have challenged this
The frequencies in the 2.1 GHz band are being renewed until 2029. decision. The proceedings are ongoing, and Vodafone Ireland is a notice
The cost has already been defined and is different for the single advance party to these proceedings.
payment or with annual instalments. For renewal, Vodafone Italy will have In May 2019, ComReg initiated a review of the regulated Weighted
to pay €240m (single payment) by April 2021 or the first of eight annual Average Cost of Capital (WACC). In its draft decision notified to the EC
instalments of €36m for a total amount of €276m. In the event of in June 2020, ComReg proposed the regulated fixed WACC should fall
non-payment, the frequencies will expire in December 2021. from 8.18% to 5.61%. In line with the decrease of the WACC, the EC urged
In April 2021, AGCOM started a public consultation on the co-investment ComReg to update relevant fixed pricing decisions as soon as possible,
commitments presented by TIM in January 2021 to verify the applicability to ensure that prices in the Irish wholesale markets reflect current market
of art. 76 of the Code. conditions. ComReg issued its decision on the WACC in October 2020
and decided to update WACC as part of an overall review of the Access
United Kingdom Network Model. The final decision is expected in the second half of 2021.
The national regulatory authority (‘Ofcom’) issued its Fixed Wholesale
Telecoms Market statement setting regulation for consumer and
business connectivity services until 2026. Ofcom are keen to encourage
wider investment in fibre, with wholesale pricing anticipated to rise to fund
this. While basic services will be subject to +CPI price caps, most other
services will not be directly price-regulated, however equivalence and
supply obligations will be retained in most UK areas.
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In December 2020, ComReg published its decision on the Multi-Band Greece

Spectrum Auction. In late January 2021, Three Ireland (Hutchison) Ltd Forthnet has filed a complaint with the Administrative Court requesting
and Three Ireland Services (Hutchison) Ltd (collectively ‘Three’) lodged the annulment of the Vectoring/FTTH allocation decisions. The hearing
an appeal to the decision. The proceedings were given a hearing for date has been postponed to November 2021.
June 2021.
In December 2020, Vodafone Greece acquired 2x10 MHz of 700 MHz,
ComReg and the Irish government have continued to extend the 2x20 MHz of 2.1GHz, 140 MHz of 3.5 GHz, and 400 MHz of 26 GHz in the
Temporary Spectrum Measures. The measures have extended for recent auction for €130m. The spectrum acquired has a 15-year duration
two further three-month periods until October 2021. As part of these to 2035, with the option of a further five-year extension.
measures the 2.1GHz licenses have been liberalised and there is a facility
Following the publication of the 5G Auction Tender document, a
to apply for 2.6GHz spectrum for specific hotspots as required.
petition by Greek residents for its annulment, as well as for any future
Portugal administrative acts, was filed before the Council of the State on the
In June 2019, Vodafone Portugal launched a court action against the grounds it infringed environmental protection provisions. The hearing
national regulatory authority (‘ANACOM’) seeking the revocation of Dense date is set for May 2021.
Air’s spectrum licence under the ‘use it or lose it’ principle. In March 2020,
The national regulatory authority’s (‘EETT’) decision in relation to Wind’s
Vodafone Portugal launched another court action against an ANACOM
complaint against Vodafone Greece and Cosmote alleging abuse of
December 2019 decision which amends – instead of revoking – Dense
dominance in relation to calls to mobile networks in Albania is pending.
Air’s spectrum license. On November 2020, Vodafone Portugal brought
a precautionary proceeding against ANACOM regarding the restrictive Vodafone Greece appealed EETT’s decision on the MVNO access
impact in the 5G auction of maintaining Dense Air’s spectrum licence. dispute resolution between Vodafone and Forthnet. The hearing of the
Legal proceedings are ongoing. case is pending.
In February 2020, the Portuguese Government put forward a Resolution In June 2020, the BU-LRIC + model for access services to the local
setting out its 5G Strategy. Following this, ANACOM launched a public loop/sub-loop, virtual products including FTTC/H and related services
consultation on the 5G Auction Regulation and in November 2020 took effect.
ANACOM published its final decision. Vodafone submitted a court action
The development of a margin squeeze test model based on non-
against ANACOM in relation to discriminatory measures between new
discrimination obligation for OTE’s retail plans is currently in progress.
entrants and current MNOs, which is pending decision. In the meantime,
The public consultation for the model’s main principles and methodology
the auction, which began in December 2020, is ongoing.
was completed in November 2019 and the public consultation was
In July 2020, the national competition authority (‘AdC’) sent Vodafone completed in March 2021. Vodafone Greece has requested a second
Portugal and three other national operators a statement of objections short-term consultation before the final decision is notified to EC.
(‘SO’) alleging that operators may have formed a cartel to limit
Czech Republic
competition in telecoms services advertising via the Google search
Following statement of objections sent by EC in August 2019 to O2
engine. In October 2020, Vodafone Portugal responded to the SO and
Czech Republic, CETIN and T-Mobile Czech Republic for their network
proceedings are ongoing. Vodafone has also filed motions and appeals
sharing agreement, the Commission‘s investigation continued in 2020.
with different authorities regarding procedural irregularities and invalidity
of evidence collected during the December 2018 raid at Vodafone In April 2020, the 900MHz band was reshuffled to provide one contiguous
Portugal´s premises. In December 2020, a Court decision declared email block to each 900MHz holder.
evidence collected at Vodafone Portugal´s premises to be inadmissible.
In August 2020 and September 2020, Vodafone appealed against the
Vodafone Portugal continues to challenge payment notices totalling terms of the 5G spectrum auction to both the CTU Council and the
€34.8 million issued by ANACOM regarding 2012-2014 extraordinary administrative court respectively; and both were dismissed. In March 2021,
compensation of Universal Service net costs. the Supreme Administrative Court dismissed Vodafone’s appeal. Vodafone
filed a complaint to the EC after the auction was completed, arguing that
In March 2021, ANACOM decided on the annual review of prices
the auction terms set by the CTU infringed EU law. The case is pending.
applicable to circuits connecting the mainland and the autonomous
regions of Azores and Madeira (CAM circuits) and the various islands In November 2020, the CTU ruled to uphold the mobile termination rate
in Azores (inter-island circuits) which are managed by the operator at CZK 0.248/0.95 eurocent set by November 2020.
with significant market power and subject to cost-orientation. Prices
applicable to traditional/non-Ethernet circuits and inter-islands circuits In January 2021, Vodafone acquired 2x10MHz of 700MHz and 20 MHz
were maintained, whereas prices applicable to CAM Ethernet circuits (TDD) of 3.4-3.6 GHz for CZK 1.568bn. Refarming of 3.4-3.8GHz spectrum
were lowered by 10%. New prices apply retroactively as of October 2020. should take place in Q1 FY2021-22 to provide contiguous spectrum to
each spectrum holder in this band.
Romania
In August 2020, the Government initiated the 5G Security Draft Law Hungary
following the administrative approval process; however, the final In January 2021, the national regulatory authority (‘NMHH’) published its
parliamentary process has not yet been finalised. The 5G spectrum market analysis decision for wholesale voice call termination on individual
auction is delayed until the second of half of 2021. mobile networks. Each mobile network operator and mobile virtual
network operator in Hungary is found to have significant market power.
In October 2020, following a review of the wholesale markets for fixed Magyar Telekom requested a review of the decision in court which
access, the national regulatory authority (‘ANCOM’) decided to maintain is ongoing.
its previous decision regarding market competitiveness, therefore markets
3a and 3b continue to be free of significant market power-based remedies. In March 2020, Vodafone Hungary acquired 2x10 MHz of 700MHz
spectrum and 2x5 MHz of 2.1GHz spectrum and 1x50MHz of 3.6GHz
In November 2020, fixed termination rates decreased by 30% to spectrum for €108.02 million. In January 2021, Vodafone Hungary
€0.098 cents/min. acquired 2x9 MHz of 900 MHz and 2x20 MHz of 1800 MHz for
€131.8 million. The spectrum has a 15-year duration to 2037,
with the option of a further five-year extension.
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Regulation (continued)

The Economic Competition Office investigation into the network and In December 2019, the Competition Commission published the Final Report
spectrum sharing and possible collusion in the previous spectrum tender on the Data Services Market Inquiry. Following this, Vodacom and the
by Magyar Telekom and Telenor is ongoing. Competition Commission concluded a consent agreement in March 2020,
implemented during this financial year, on mutually accepted solutions
Albania
aimed at addressing the concerns raised in the Final Report.
In April 2020, the national regulatory authority (‘AKEP’) issued its final
decision on the market analysis of the wholesale mobile market for Vodacom: Democratic Republic of the Congo
access and origination, whereby it states that the three criteria test is In August 2018, the Customs Authority issued a draft infringement
not met and therefore no operator has significant market power and report assessing that there were unpaid duties for alleged smuggled
consequently no regulatory obligations are imposed. devices bought by Vodacom DRC amounted to US $44 million, to
which Vodacom DRC objected. In May 2019, Vodacom DRC filed an
In June 2020, AKEP issued its final decision on national and international
administrative appeal at the Council of State, which is yet to be heard.
mobile termination rates (‘MTRs’). The National MTRs will remain
unchanged at 1.11 ALL/min. In November 2020, AKEP issued a public The national regulatory authority (‘ARPTC’) assigned temporary spectrum
consultation on its intention to develop its own cost model to ensure that (2x2 MHz of 900 MHz and 2x5 MHz 2.1 GHz) until August 2020. This
MTRs reflect Albanian market conditions and characteristics accurately, temporary licence was extended until February 2021 and has been
and to set an appropriate glide path for the application of the target rates. returned on this date. The Central Bank issued temporary measures
on free person to person (‘P2P’) mobile money transaction fees until
In July 2020, Vodafone Albania implemented the new regulated roaming
December 2020, which have since lapsed.
tariffs for Western Balkan six. The new tariffs declined as per the glide path
set by the national regulatory authority (‘AKEP’), following the April 2019 In April 2020, a new decree introduced a Central Equipment Register
agreement between the governments of Serbia, Montenegro, North System (‘CEIR’) and handset certification fees. In November 2020,
Macedonia, Bosnia & Herzegovina, Albania & Kosovo to abolish roaming Vodacom DRC was fined US $2.5 million by way of a Ministerial Decree
charges between their countries. for alleged shortcomings in its cooperation and implementation of
charging mechanisms related to the CEIR system. Assessment of the
In December 2020, Vodafone Albania’s acquisition of Abcom sh.p.k was
Ministerial Decree indicated that its issuance was not in accordance
approved by AKEP and the National Competition Authority.
with applicable laws and procedures and Vodacom appealed the fine
The 5G auction for the 3.5 GHz band has been pushed back to the and sought interim suspension of the decree. A decision on the petition
second half of 2021. The 700MHz band is currently allocated to Digital for interim suspension and its respective implementation measure was
Terrestrial TV and planned to be released in 2022. to be issued by December 2020; however, this has been delayed to date
due to COVID-19.
Africa, Middle East and Asia-Pacific region In January 2021, Vodacom DRC received notice by the Minister of
Vodacom: South Africa Communications, stating that a December 2020 investigation found non-
In March 2021, the national regulatory authority (‘ICASA’) published a compliant SIM cards without providing further details. Vodacom DRC sent
findings document on its market inquiry into mobile broadband services. a letter requesting further information on the details of the investigation.
ICASA found insufficient competition and designated Vodacom as a While awaiting a response to its letter in February 2021, Vodacom DRC
significant market power in several relevant markets at wholesale (site was fined US $3.65 million by way of a Ministerial Decree for alleged
access, national roaming) and retail levels, proposing remedies primarily non-compliance. Vodacom DRC initiated legal action and appealed for
at the wholesale level. ICASA also published the Draft Regulations for a stay of the execution of the fine for the duration of the appeal, which
comment and public hearings. was granted.
In October 2020, ICASA issued an Invitation to Apply (‘ITA’) notice on the Vodacom: Tanzania
licensing process for international mobile telecommunications in respect In February 2020, the national regulatory authority (‘TCRA’) issued new
of the provision of mobile broadband wireless access services for urban SIM Card Registration Regulations to formalise the ‘biometric only’ SIM
and rural areas. Using the complimentary bands, IMT700, IMT800, IMT2600 registration requirement and restrict ownership of the number of SIMs
and IMT3500 with applications closing in December 2020. ICASA also by customers. Vodacom Tanzania is participating in TCRA’s process on
issued a composite ITA for an individual electronic communications intended barring of non-compliant SIMs, whereby a final deadline is still
network service license and radio frequency spectrum license for the to be set.
wireless open access network with a closing date of March 2021.
In February 2021, TCRA issued a letter stating that Vodacom Tanzania
In March 2021, an interdict following applications by Telkom and MTN has been found non-compliant with QoS regulations and imposed a fine
was granted against the ITA process pending the finalisation of the review of US $3.5 million. However, instead of payment of this fine, Vodacom
proceedings set for July 2021 relating to the ITA. Tanzania entered a binding commitment to invest the equivalent value
into its network.
As part of the COVID-19 response measures, Vodacom received a
temporary assignment of 160MHz spectrum until May 2021. In February 2021, TCRA issued new Rules on Bundle Tariffs, Promotions
and Special Offers and a Directive on a minimum data price floor to
On 31 March 2021, ICASA published Final Equity Ownership Regulations,
be implemented by April 2021. Vodacom and all operators complied
which promotes equity ownership by historically disadvantaged groups
with the request.
(HDGs) and B-BBEE. Key requirements include licensees being required
to have a minimum of 30% of its ownership equity held by black people
(determined using “the flow though” principle of the ICT Sector Code) and
must have a minimum B-BBEE contributor status of Level 4. Licensees will
be required to provide a compliance report to ICASA annually.
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Vodacom: Mozambique Egypt

The Communications Regulator assigned temporary spectrum (2x5 MHz In September 2020, Vodafone Egypt submitted its proposal to acquire
of 800 band), which remains in force whilst the “State of Calamity” related 40 MHz in response to the national regulatory authority (‘NTRA’)
to Covid-19 continues. issuance of a bid for spectrum acquisition in the 2600 MHz band. In
December 2020, Vodafone Egypt’s technical and financial proposal
Vodacom: Lesotho
was accepted, and a new License Annex was signed between NTRA
In December 2019, the Lesotho Communications Authority (‘LCA’) issued
and Vodafone after payment of US $270 million and the remaining
a notice of enforcement against Vodacom Lesotho premised on its view
50% to be paid over two years in two equal instalments.
that the company’s statutory external auditors were not independent,
as required by the Companies Act. In September 2020, the LCA issued In January 2020, Vodafone Group Plc (‘Vodafone’) concluded a MoU
a penalty of M 134 million against Vodacom Lesotho. Despite Vodacom with Saudi Telecom Company (‘STC’) for the sale of Vodafone’s 55%
Lesotho reserving its rights for appeal within the statuary timeframe, in shareholding in Vodafone Egypt to STC. In December 2020, Vodafone
October 2020, the LCA issued a notice of revocation of the operating ended talks with STC.
licence of Vodacom Lesotho for failure to pay a penalty of R134 million.
Ghana
Thirty percent of this fine was determined by the LCA to be payable in
In January 2018, Vodafone Ghana paid 30% of the judgment debt into
October 2020 and the balance was suspended for a period of five years,
court (€4.8 million) in line with a Conditional Stay of Execution in relation
on the condition that Vodacom Lesotho is not found guilty for breach
to a High Court decision, affirmed by a panel of the Court of Appeal,
of any of its regulatory obligations in the future. Vodacom Lesotho
on a parcel of land located at Afransi in the Central Region of Ghana.
has launched an application in the Lesotho High Court to have both
In May 2019, the Court of Appeal affirmed the High Court’s decision.
determinations of the LCA imposing the fine and revoking its operating
An appeal is pending before the Supreme Court and another application
licence, respectively, reviewed and set aside. The Lesotho High Court
which seeks to stop the plaintiff from enforcing the judgment was expected
has, in the meantime, issued an order interdicting the LCA from, inter
in April 2020. In July 2020, the Supreme Court granted Vodafone Ghana’s
alia, enforcing the payment of the said fine and revoking Vodacom
application to produce this new evidence as part of the documents to be
Lesotho’s operating licence. The Lesotho High Court heard the matter
relied on. The Plaintiff in December 2020 also filed for leave to produce
in December 2020, and Vodacom Lesotho is awaiting judgement.
new evidence at the trial. The Supreme Court heard this application in
Turkey January 2021 and a date will be given by the Court for a mini trial of the
In December 2019, the national regulatory authority (‘ICTA’) approved matter to be conducted at the Supreme Court after which the Court will
and published its Fixed Broadband Wholesale Market Analysis, stating deliver its judgment.
that Vodafone Turkey will have access to Türk Telekom fibre at different
In June 2020, the national regulatory authority (‘NRA’) declared MTN
network levels based on regulated terms and fees and retail tariffs will
Ghana as a significant market power in Ghana. With immediate effect,
be subject to an ex-ante margin squeeze test. In February 2021, ICTA
several corrective market interventions were announced as follows:
published the rules and procedures for this test.
Asymmetric MTR Pricing, National Roaming, Price Floor/Ceiling as
ICTA’s proposed action to broaden the scope of the 3G coverage to well as Technology Neutrality in the 1800MHz frequency band. While
include new metropolitan areas was suspended by the Council of State asymmetric pricing was implemented in October 2020 for a two-year
motion, as Vodafone Turkey appealed to the administrative court. In period, national roaming and the other market interventions are still
April 2019, the Council of State accepted the case and annulled the under discussion with a view to implementation in the first half of 2021.
ICTA decision. As of March 2021, Plenary Session of Administrative Law
In January 2020, Vodafone Ghana successfully renewed its 900MHz
Divisions rejected ICTA’s requests and finalised the judgment in favour
and 1800MHz licenses for 10 years, until 2029, pending payment of
of Vodafone Turkey.
US $25 million. Vodafone Ghana entered negotiations with the Ministry of
In August 2019, Vodafone Turkey received the payment order for Communications and Ministry of Finance to amend the terms of renewal
the administrative penalty of TL 138 million due to the breach of in relation to increasing duration of license, payment terms, re-farming
pre-information obligations as per the District Sales Regulation & rights, and additional 800MHz spectrum, which continue.
Consumer Law on Value Added Services. In September 2019, the
The NRA assigned 2x5MHz of 800MHz frequency band on a temporary
Administrative Court annulled the penalty, with the procedure of appeal
basis until June 2021 as part of Covid-19 measures.
pending. At the appellate phase, the State Council reversed the judgment
against the competition. Engagement with the Ministry is ongoing, and The NRA has requested customer information from licensees as part of
a legislative proposal has been drafted for the Ministry’s previous and the Government’s tracking and tracing programme, which following an
upcoming penalties to ensure a healthy investment environment. application was found by the High Court in June 2020 to be compliant
with the emergency order. Information is still being provided to the
government for this purpose.
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Regulation (continued)

Overview of spectrum licences at 31 March 2021

700MHz 800Mhz 900Mhz 1400/1500Mhz 1800MHz 2.1GHz 2.6GHz 3.5GHz
Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1
(Expiry Date) (Expiry Date) (Expiry Date) (Expiry Date) (Expiry Date) (Expiry Date) (Expiry Date) (Expiry Date)

Germany 2x10 2x10 2x10 20 2x25 2x152 2x20+25 90

(2033) (2025) (2033) (2033) (2033) (2040) (2025) (2040)
2x52
(2025)3
Italy 2x10 2x10 2x10 20 2x15 2x15+5 2x15 80
(2037) (2029) (2029) (2029) (2029) (2029) (2029)4 (2037)
2x53
(2029)
UK5 n/a 2x10 2x17.4 20 2x5.8 2x14.8 2x20+25 50
(2033) (2023) (2022) (2033) (2038)
40
(2041)
Spain n/a 2x10 2x10 n/a 2x20 2x15+5 2x20+20 90
(2031) (2028) (2030) (2030) (2030) (2038)
Ireland n/a 2x10 2x10 n/a 2x25 2x15 n/a 1056
(2030) (2030) (2030) (2022) (2032)
Portugal n/a 2x10 2x5 n/a 2x6 2x20 2x20+25 n/a
(2027) (2021) (2021) (2033) (2027)
2x53 2x143
(2027) (2027)
Romania n/a 2x10 2x10 n/a 2x30 2x15 15 40
(2029) (2029) (2029) (2031) (2029) (2025)
Greece 2x10 2x10 2x15 n/a 2x10 2x20 2x20+20 140
(2036) (2030) (2027) (2027) (2036) (2030) (2035)
2x153
(2035)
Czech Republic 2x10 2x10 2x10 n/a 2x27 2x20 2x20 60
(2036) (2029) (2029) (2029) (2025) (2029) (2032)
Hungary 2x10 2x10 2x10 n/a 2x15 2x15 2x20+25 60
(2035)7 (2029) (2022) (2022) (2027) (2029) (2034)
2x13 2x203 2x53 50 3
(2029) (2037)7 (2035)7 (2035)7
2x93
(2037)7
Albania n/a 2x10 2x8 n/a 2x9 2x15+5 2x20+20 n/a
(2034) (2031) (2031) (2025) (2030)
2x23 2x143 2x53
(2030) (2030) (2029)
2x43 2x53 2x53
(2024)8 (2024)8 (2021)8
239 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

700MHz 800Mhz 900Mhz 1400/1500Mhz 1800MHz 2.1GHz 2.6GHz 3.5GHz

Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1
(Expiry Date) (Expiry Date) (Expiry Date) (Expiry Date) (Expiry Date) (Expiry Date) (Expiry Date) (Expiry Date)

Vodacom South Africa9 2x10 2x10 2x11 n/a 2x12 2x15+5 n/a n/a
Vodacom: Democratic n/a 2x10 2x6 n/a 2x18 2x10+15 n/a 2x15
Republic of Congo (2038) (2038) (2038) (2032) (2026)
Lesotho n/a 2x2010 2x2210 n/a 2x3010 2x2010 n/a 2110
100
(Trial)
Mozambique n/a 2x10 2x8 n/a 2x20 2x15+5 n/a 6011
(2039) (2039) (2039) (2039) (2022)
2x53
(2022)
Tanzania 2x10 n/a 2x12.5 n/a 2x10 2x15 n/a 2x7+2x14
(2033) (2031) (2031) (2031) (2031)

Turkey n/a 2x10 2x11 n/a 2x10 2x15+5 2x15+10 n/a

(2029) (2023) (2029) (2029) (2029)
2x1.43
(2029)
Egypt n/a n/a 2x12.5 n/a 2x10 2x20 n/a12 n/a
(2031) (2031) (2031)
2x153
(2030)
Ghana n/a 2x15 2x8 n/a 2x10 2x15 n/a n/a
(2034)13 (2034)13 (2034)13 (2023)14
Notes:
1. Single (or unpaired) blocks of spectrum are used for asymmetric data (non-voice) use; block quantity has been rounded to the nearest whole number.
2. Germany – The allocation of 2.1GHz will change to the following: in January 2021 will have 2x15 MHz (2040) and 2x5 (2025); in January 2026 will have 2x20 MHz (2040).
3. Blocks within the same spectrum band but with different licence expiry dates are separately identified.
4. Italy – The frequencies in the 2.1 GHz band are being renewed until 2029. The cost has already been defined and is different for the single advance payment or with annual installments, in the event of
non-payment, the frequencies will expire on 31 December 2021.
5. UK – all UK spectrum licences are perpetual so any dates given are the ones from which licence fees become payable, and where no date is given this means that licence fees already apply.
6. Ireland – 105MHz in cities, 85MHz in regions.
7. Hungary – 700MHz, 2.1GHz and 3.5GHz-conditional options of a further five-year extension to 2040; 900MHz, 1.8GHz – the 15-year right of use begins in 2022; conditional options of a further five-year
extension to 2042.
8. Albania – spectrum acquired from PLUS’ exit from market.
9. Vodacom South Africa – spectrum licences are renewed annually. As part of the migration to a new licensing regime the national regulator has issued Vodacom a service licence and a network licence
which will permit Vodacom to offer mobile and fixed services. The service and network licences have a 20 year duration and will expire in 2029. Temporary COVID assignment:
– 700 MHz & 800 MHz assignment expiring 31 May 2021, unless extended further by the authority. Includes temporary spectrum allocation of 1x20MHz in the 2.3GHz band.
10. Vodacom Lesotho – spectrum licences are renewed annually. 1x100MHz of 3.5GHz has been licensed on a temporary basis and is pending renewal.
11. Mozambique – 3.7GHz spectrum for 5G trial, which was launched during December 2019. 2x5 of 2.1GHz has been acquired on a 3 year lease expiring in November 2022.
12. Egypt – The 40MHz of newly acquired is planned to be availed on two phases, 1st 20 MHz available by January 2022 and 2nd 20MHz planned to be available by January 2023.
13. Ghana – Vodafone Ghana has established an agreement with the MoF to renew its license for 15 years along with the permanent assignment of an additional 2x5 800MHz. The agreement is pending
written finalisation.
14. Ghana – NCA submitted a provisional licence for comments, to which Vodafone Ghana submitted feedback and final licence is pending.
240 Vodafone Group Plc
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Regulation (continued)

MTR Rates
Country by Region 20191 20201 20211 01/04/20212

Europe
Germany (€ cents) 0.95 0.90 0.78 0.70
Italy (€ cents) 0.90 0.76 0.67 0.55
UK (GB£ pence) 0.489 0.479 0.468 0.379
Spain (€ cents) 0.67 0.64 0.64
Ireland (€ cents) 0.79 0.55 0.43
Portugal (€ cents) 0.39 0.39 0.36
Romania (€ cents) 0.96 0.76 0.76 0.70
Greece (€ cents) 0.946 0.622 0.622
Czech Republic (CZK) 0.248 0.248 0.248
Hungary (HUF) 1.71 1.71 1.71
Albania (ALL) 1.22 1.11 1.11
Africa, Middle East and Asia Pacific
Vodacom: South Africa (ZAR) 0.12 0.10 0.10
Vodacom: Democratic Republic of Congo (USD) 0.02 0.02 0.02
Lesotho (LSL/ZAR) 0.15 0.12 0.09
Mozambique3 (MZN) 0.39 0.37 0.37
Tanzania (TSH) 10.40 5.20 2.60
Turkey (lira) 0.03 0.03 0.03
Egypt (PTS/Piastres) 11.00 11.00 11.00
Ghana4 (peswas) 4.00 2.80 2.80
Notes:
1. All MTRs are based on end of financial year values.
2. MTR changes already announced to be implemented after 1 April 2021 are included at the current rate or where a glide-path or a final decision has been determined by the national regulatory authority.
3. Mozambique – NRA is conducting a cost model at this time. The intention is to retroactively introduce the newly calculated rate with effect from 1 Jan 2021. We expect the rate to decrease.
4. Ghana – since the declaration of MTN as Significant Market Power, the regulator has introduced asymmetrical MTRs.
241 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Form 20-F cross reference guide

The information in this document that is referenced in the following table will be included in our Annual Report on Form 20-F for 2021 filed with
the SEC (the ‘2021 Form 20-F’). The information in this document will be updated and supplemented at the time of filing with the SEC or later
amended if necessary. No other information in this document is included in the 2021 Form 20-F or incorporated by reference into any filings by us
under the Securities Act. Please see “Documents on display” on page 230 for information on how to access the 2021 Form 20-F as filed with the SEC.
The 2021 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
2021 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 –
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 53 to 61
4 Information on the Company
4A History and development of the Company History and development 233
Contact details Back cover
Shareholder information: Contact details for Equiniti and AST 227
Shareholder information: Articles of Association and applicable English law 228 to 229
Strategic review 14 to 22
Note 1 “Basis of preparation” 125 to 130
Note 2 “Revenue disaggregation and segmental analysis” 131 to 134
Note 7 “Discontinued operations and assets and liabilities held for sale” 150 to 151
Note 11 “Property, plant and equipment” 155 to 156
Note 27 “Acquisitions and disposals” 191 to 193
Note 28 “Commitments” 194
4B Business overview Our strategy framework 1
About Vodafone 2 to 3
Financial and non-financial performance 4 to 5
Chairman’s message 6
Chief Executive’s statement 7
Market and strategy 8 to 9
Mega trends 10 to 11
Strategic review 14 to 22
Our financial performance 23 to 31
Purpose, sustainability and responsible business 32 to 52
Note 2 “Revenue disaggregation and segmental analysis” 131 to 134
Regulation 233 to 240
4C Organisation structure Note 32 “Related undertakings” 199 to 207
Note 12 “Investments in associates and joint arrangements” 157 to 162
Note 13 “Other investments” 163
4D Property, plant and equipment Strategic review 14 to 22
Note 11 “Property, plant and equipment” 155 to 156
4A Unresolved staff comments None –
5 Operating and financial review and prospects
5A Operating results Our financial performance 23 to 31
Note 21 “Borrowings” 172 to 173
Regulation 233 to 240
5B Liquidity and capital resources Our financial performance: Cash flow, funding and capital allocation 30 to 31
Directors’ statement of responsibility: Going concern 109
Note 21 “Borrowings” 172 to 173
Note 22 “Capital and financial risk management” 174 to 183
Note 28 “Commitments” 194
5C Research and development, patents and licences etc. Strategic review 14 to 22
Note 10 “Intangible assets” 153 to 154
Regulation: Overview of spectrum licences 238 to 239
5D Trend information Financial and non-financial performance 4 to 5
Mega trends 10 to 11
Long-Term Viability Statement 61
5E Off-Balance sheet arrangements Note 21 “Borrowings” 172 to 173
Note 28 “Commitments” 194
Note 29 “Contingent liabilities and legal proceedings” 194 to 197
5G Safe harbor Forward-looking statements 244
242 Vodafone Group Plc
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Form 20-F cross reference guide (continued)

Item Form 20-F caption Location in this document Page

6 Directors, senior management and employees
6A Directors and senior management Board of Directors 67 to 68
Executive Committee 70
Board leadership and Company purpose 66
Roles and responsibilities of the Board 69
6B Compensation Annual Report on Remuneration: 2021 Remuneration 91 to 100
Remuneration policy 84 to 89
Note 23 “Directors and key management compensation” 183
6C Board practices Shareholder information: Articles of Association and applicable English law 228 to 229
Remuneration policy 84 to 89
Board of Directors 67 to 68
Audit and Risk Committee 76 to 81
Remuneration Committee 82 to 83
Board leadership and Company purpose 66
Roles and responsibilities of the Board 69
6D Employees Our people strategy 21 to 22
Note 24 “Employees” 184
6E Share ownership Annual Report on Remuneration: 2021 Remuneration 91 to 100
Remuneration policy 84 to 89
All-employee share plans 94
Note 26 “Share-based payments” 189 to 190
7 Major shareholders and related party transactions
7A Major shareholders Shareholder information: Major shareholders 228
7B Related party transactions Annual Report on Remuneration: 2021 Remuneration 91 to 100
Note 23 “Directors and key management compensation” 183
Note 29 “Contingent liabilities and legal proceedings” 194 to 197
Note 30 “Related party transactions” 198
7C Interests of experts and counsel Not applicable –
8 Financial information
8A Consolidated statements and other financial Financials1 121 to 208
information Reports of independent registered public accounting firm –
Note 29 “Contingent liabilities and legal proceedings” 194 to 197
Dividend rights 229
8B Significant changes Note 31 “Subsequent events” 198
9 The offer and listing
9A Offer and listing details Shareholder information 227 to 232
9B Plan of distribution Not applicable –
9C Markets Shareholder information: Capital structure and rights attaching to shares 105 to 106
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 227 to 232
10C Material contracts Shareholder information: Material contracts 230
10D Exchange controls Shareholder information: Exchange controls 231
10E Taxation Shareholder information: Taxation 231 to 232
10F Dividends and paying agents Not applicable –
10G Statements by experts Not applicable –
10H Documents on display Shareholder information: Documents on display 230
10I Subsidiary information Not applicable –

Note:
1. The parent company financial statements together with the associated notes and the audit report relating thereto, on pages 209 to 216 and pages 110 to 120, respectively, should not be considered to
form part of the Company’s Annual Report on Form 20-F.
243 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Item Form 20-F caption Location in this document Page

11 Quantitative and qualitative disclosures about market Note 22 “Capital and financial risk management” 174 to 183
risk
12 Description of securities other than equity securities
12A Debt securities Not applicable –
12B Warrants and rights Not applicable –
12C Other securities Not applicable –
12D American depositary shares Fees payable by ADR holders –
13 Defaults, dividend arrearages and delinquencies Not applicable –
14 Material modifications to the rights of security holders Not applicable –
and use of proceeds
15 Controls and procedures Governance 62 to 83
Directors’ statement of responsibility: Management’s report on internal control 109
over financial reporting
Report of independent registered public accounting firm –
16 Reserved
16A Audit Committee financial expert Board Committees 74 to 83
16B Code of ethics Our US listing requirements 104
16C Principal accountant fees and services Note 3 “Operating profit / (loss)” 135
Board Committees: Audit and Risk Committee – External audit 80
16D Exemptions from the listing standards Not applicable –
for audit committees
16E Purchase of equity securities by the issuer Not applicable –
and affiliated purchasers
16F Change in registrant’s certifying accountant Not applicable –
16G Corporate governance Our US listing requirements 104
16H Mine safety disclosure Not applicable –
17 Financial statements Not applicable –
18 Financial statements Financials1 121 to 208
Report of independent registered public accounting firm –
19 Exhibits Index to Exhibits –

Note:
1. The parent company financial statements together with the associated notes and the audit report relating thereto, on pages 209 to 216 and pages 110 to 120, respectively, should not be considered to
form part of the Company’s Annual Report on Form 20-F.
244 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Forward-looking statements
unaudited information

This document contains “forward-looking statements” within the – rapid changes to existing products and services and the inability of new
meaning of the US Private Securities Litigation Reform Act of 1995 products and services to perform in accordance with expectations;
with respect to the Group’s financial condition, results of operations – the ability of the Group to integrate new technologies, products and
and businesses, and certain of the Group’s plans and objectives. In services with existing networks, technologies, products and services;
particular, such forward-looking statements include statements – the Group’s ability to generate and grow revenue;
with respect to: – a lower than expected impact of new or existing products, services
– the Group’s expectations and guidance regarding its financial and or technologies on the Group’s future revenue, cost structure and
operating performance, the performance of associates and joint capital expenditure outlays;
ventures, other investments and newly acquired businesses, – slower than expected customer growth, reduced customer
preparation for 5G and expectations regarding customers; retention, reductions or changes in customer spending and
– intentions and expectations regarding the development of products, increased pricing pressure;
services and initiatives introduced by, or together with, Vodafone or by – the Group’s ability to extend and expand its spectrum resources, to
third parties; support ongoing growth in customer demand for mobile data services;
– expectations regarding the global economy and the Group’s operating – the Group’s ability to secure the timely delivery of high-quality products
environment and market position, including future market conditions, from suppliers;
growth in the number of worldwide mobile phone users and – loss of suppliers, disruption of supply chains and greater than
other trends; anticipated prices of new mobile handsets;
– revenue and growth expected from Vodafone Business’ and total – changes in the costs to the Group of, or the rates the Group may
communications strategy; charge for, terminations and roaming minutes;
– mobile penetration and coverage rates, MTR cuts, the Group’s ability to – the impact of a failure or significant interruption to the Group’s
acquire spectrum and licences, including 5G licences, expected growth telecommunications, networks, IT systems or data protection systems;
prospects in the Europe and Rest of the World regions and growth in – the Group’s ability to realise expected benefits from acquisitions,
customers and usage generally; partnerships, joint ventures, franchises, brand licences, platform sharing
– anticipated benefits to the Group from cost-efficiency programmes, or other arrangements with third parties;
including their impact on the absolute indirect cost base; – acquisitions and divestments of Group businesses and assets and
– possible future acquisitions, including increases in ownership in existing the pursuit of new, unexpected strategic opportunities;
investments, the timely completion of pending acquisition transactions – the Group’s ability to integrate acquired business or assets;
and pending offers for investments; – the extent of any future write-downs or impairment charges on the
– expectations and assumptions regarding the Group’s future revenue, Group’s assets, or restructuring charges incurred as a result of an
operating profit, adjusted EBITDA, adjusted EBITDA margin, free cash acquisition or disposition;
flow, depreciation and amortisation charges, foreign exchange rates, – developments in the Group’s financial condition, earnings and
tax rates and capital expenditure; distributable funds and other factors that the Board takes into
– expectations regarding the Group’s access to adequate funding for its account in determining the level of dividends;
working capital requirements and share buyback programmes, and – the Group’s ability to satisfy working capital requirements;
the Group’s future dividends or its existing investments; and
– changes in foreign exchange rates;
– the impact of regulatory and legal proceedings involving the Group
– changes in the regulatory framework in which the Group operates;
and of scheduled or potential regulatory changes.
– the impact of legal or other proceedings against the Group or other
Forward-looking statements are sometimes, but not always, identified companies in the communications industry;
by their use of a date in the future or such words as “will”, “anticipates”, – changes in statutory tax rates and profit mix; and
“aims”, “could”, “may”, “should”, “expects”, “believes”, “intends”, “plans” – changes resulting directly or indirectly from the COVID-19 pandemic.
or “targets”. By their nature, forward-looking statements are inherently
predictive, speculative and involve risk and uncertainty because they A review of the reasons why actual results and developments may
relate to events and depend on circumstances that will occur in the differ materially from the expectations disclosed or implied within
future. There are a number of factors that could cause actual results and forward-looking statements can be found under “Risk management”
developments to differ materially from those expressed or implied by on pages 53 to 61 of this document. All subsequent written or oral
these forward-looking statements. These factors include, but are not forward-looking statements attributable to the Company or any member
limited to, the following: of the Group or any persons acting on their behalf are expressly qualified
in their entirety by the factors referred to above. No assurances can
– general economic and political conditions in the jurisdictions in which be given that the forward-looking statements in this document will
the Group operates and changes to the associated legal, regulatory be realised. Subject to compliance with applicable law and regulations,
and tax environments; Vodafone does not intend to update these forward-looking statements
– increased competition; and does not undertake any obligation to do so.
– levels of investment in network capacity and the Group’s ability to
deploy new technologies, products and services; References in this document to information on websites (and/or social
media sites) are included as an aid to their location and such information
is not incorporated in, and does not form part of, the 2021 Annual Report
on Form 20-F.
245 Vodafone Group Plc
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Definition of terms
unaudited information

The definitions of Non-GAAP measures are included in the “Non-GAAP measures” section on pages 217 to 226.
3G A cellular technology based on wide band code division multiple access delivering voice and faster data services.

4G 4G or long-term evolution (‘LTE’) technology offers even faster data transfer speeds than 3G/HSPA.
5G 5G is the fifth-generation wireless broadband technology which provides better speeds and coverage than the current 4G.
ADR American depositary receipts is a mechanism designed to facilitate trading in shares of non-US companies in the US stock
markets. The main purpose is to create an instrument which can easily be settled through US stock market clearing systems.
ADS American depositary shares are shares evidenced by American depositary receipts. ADSs are issued by a depositary bank and
represent one or more shares of a non-US issuer held by the depositary bank. The main purpose of ADSs is to facilitate trading in
shares of non-US companies in the US markets and, accordingly, ADRs which evidence ADSs are in a form suitable for holding in
US clearing systems.
AGM Annual General Meeting.
Applications (‘apps’) Apps are software applications usually designed to run on a smartphone or tablet device and provide a convenient means for the
user to perform certain tasks. They cover a wide range of activities including banking, ticket purchasing, travel arrangements, social
networking and games. For example, the MyVodafone app lets customers check their bill totals on their smartphone and see the
minutes, texts and data allowance remaining.
ARPU Average revenue per user, defined as customer revenue and incoming revenue divided by average customers.
B2C Business-to-Consumer refers to the process of selling products and services directly between a business and consumers who are
the end-users.
Capital additions Comprises the purchase of property, plant and equipment and intangible assets, other than licence and spectrum payments and
integration capital expenditure.
Churn Total gross customer disconnections in the period divided by the average total customers in the period.
Cloud services This means the customer has little or no equipment, data and software at their premises. The capability associated with the service
is run from the Vodafone network and data centres instead. This removes the need for customers to make capital investments and
instead they have an operating cost model with a recurring monthly fee.
Common Functions Comprises central teams and business functions.

Converged customer A customer who receives fixed and mobile services (also known as unified communications) on a single bill or who receives a
discount across both bills.
Customer costs Includes acquisition costs, retention costs and other direct costs of providing services.
Depreciation and amortisation The accounting charge that allocates the cost of a tangible or intangible asset to the income statement over its useful
life. This measure includes the profit or loss on disposal of property, plant and equipment and computer software. Includes
right-of-use assets.
Direct costs Direct costs include interconnect costs and other direct costs of providing services.
Europe Comprises the Group’s operations in Europe.
FCA Financial Conduct Authority.
Fixed service revenue Service revenue relating to the provision of fixed line and carrier services.
FTTC Fibre-to-the-Cabinet involves running fibre optic cables from the telephone exchange or distribution point to the street cabinets
which then connect to a standard phone line to provide broadband.
FTTH Fibre-to-the-Home provides an end-to-end fibre optic connection the full distance from the exchange to the customer’s premises.
GAAP Generally Accepted Accounting Principles.
GSMA Global System for Mobile Communications Association
IAS 17 International Accounting Standard 17 “Leases”. The previous lease accounting standard that applied to the Group’s statutory
results for all reporting periods up to and including the quarter ended 31 March 2019.
ICT Information and communications technology.
IFRS International Financial Reporting Standards.
IFRS 15 International Financial Reporting Standard 15 “Revenue from Contracts with Customers”. The accounting policy adopted by the
Group on 1 April 2018.
IFRS 16 International Financial Reporting Standard 16 “Leases”. The accounting policy adopted by the Group on 1 April 2019.
Integration capital expenditure Capital expenditure incurred in relation to significant changes in the operating model, such as the integration of recently
acquired subsidiaries.
Internet of Things (‘IoT’) The network of physical objects embedded with electronics, software, sensors, and network connectivity, including built-in mobile
SIM cards, that enables these objects to collect data and exchange communications with one another or a database.
246 Vodafone Group Plc
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Definitions of terms (continued)

Mark-to-market Mark-to-market or fair value accounting refers to accounting for the value of an asset or liability based on the current market price
of the asset or liability.
Mbps Megabits (millions) of bits per second.
Mobile broadband Mobile broadband allows internet access through a browser or a native application using any portable or mobile device such as
smartphone, tablet or laptop connected to a cellular network.
Mobile service revenue Service revenue relating to the provision of mobile services.
Mobile termination rate (‘MTR’) A per minute charge paid by a telecommunications network operator when a customer makes a call to another mobile or fixed
network operator.
MVNO Mobile virtual network operators, companies that provide mobile phone services under wholesale contracts with a mobile network
operator, but do not have their own licence or spectrum or the infrastructure required to operate a network.
Next-generation networks (‘NGN’) Fibre or cable networks typically providing high-speed broadband over 30Mbps.
Net Promoter Score (‘NPS’) Net Promoter Score is a customer loyalty metric used to monitor customer satisfaction.
Operating expenses (‘Opex’) Comprise primarily sales and distribution costs, network and IT related expenditure and business support costs.
Other Europe Other Europe markets include Portugal, Ireland, Greece, Romania, Czech Republic, Hungary and Albania.
Other Markets Other Markets comprise Turkey, Egypt and Ghana.
Other revenue Other revenue includes connection fees, equipment revenue, interest income and lease revenue.
Partner markets Markets in which the Group has entered into a partner agreement with a local mobile operator enabling a range of Vodafone’s
global products and services to be marketed in that operator’s territory and extending Vodafone’s reach into such markets.
Penetration Number of SIMs in a country as a percentage of the country’s population. Penetration can be in excess of 100% due to customers
owning more than one SIM.
Petabyte A petabyte is a measure of data usage. One petabyte is a million gigabytes.
Pps Percentage points.
RAN Radio access network is the part of a mobile telecommunications system which provides cellular coverage to mobile phones via
a radio interface, managed by thousands of base stations installed on towers and rooftops across the coverage area, and linked to
the core nodes through a backhaul infrastructure which can be owned, leased or a mix of both.
Regulation Impact of industry specific law and regulations covering telecommunication services. The impact of regulation on service revenue
in European markets comprises the effect of changes in European mobile termination rates and changes in out-of-bundle
roaming revenue less the increase in visitor revenue.
Reported growth Reported growth is based on amounts reported in euros and determined under IFRS.
Restructuring costs Costs incurred by the Group following the implementation of discrete restructuring plans to improve overall efficiency.
Retail revenue Retail revenue comprises Service revenue excluding Mobile Virtual Network Operator (‘MVNO’) and Fixed Virtual Network Operator
(‘FVNO’) wholesale revenue.
Roaming Allows customers to make calls, send and receive texts and data on other operators’ mobile networks, usually while travelling abroad.
Smartphone penetration The number of smartphone devices divided by the number of registered SIMs (excluding data only SIMs) and telemetric applications.
Service revenue Service revenue is all revenue related to the provision of ongoing services including, but not limited to,: monthly access charges,
airtime usage, roaming, incoming and outgoing network usage by non-Vodafone customers and interconnect charges for
incoming calls.
SME Small and medium-sized enterprises.
SOHO Small-Office-Home-Office customers.
Spectrum The radio frequency bands and channels assigned for telecommunication services.
Vodafone Business Vodafone Business is part of the Group and partners with businesses of every size to provide a range of business-related services.
VZW Verizon Wireless, the Group’s former associate in the United States.
247 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes
248 Vodafone Group Plc
Annual Report 2021 Strategic report Governance Financials Other information

Notes (continued)
Our purpose: Planet
The paper content of this publication has been
certifiably reforested via PrintReleaf – the world’s Certificate of Reforestation
first platform to measure paper consumption Printreleaf hereby certifies that Vodafone 
and automate reforestation across a global has offset 9,875 kg of paper consumption
network of reforestation projects.
by reforesting 262 standard trees at the
Text pages are printed on Revive 50 uncoated Reforestation Project located in Ireland.
which is made from 50% recycled and 50%
virgin fibres. ACCOUNT ID ACT_B44719E7E15D
TRANSACTION ID TX_1CD8353EC551
The cover is printed on Revive 100 uncoated, TRANSACTION DATE 2021-05-19
made entirely from de-inked post-consumer REFORESTATION PROJECT Ireland
waste. Both products are Forest Stewardship KG OF PAPER 9,875
Council® (‘FSC’®) certified and produced STANDARD TREES 262
using elemental chlorine free (‘ECF’) bleaching.
The manufacturing mill also holds ISO 14001
accreditation for environmental management.

References to Vodafone are to Vodafone Group Plc and references to Vodafone Group are to Vodafone Group Plc and its subsidiaries unless
otherwise stated. Vodafone, the Vodafone Speech Mark Devices, Vodacom and The future is exciting. Ready? are trade marks owned by
Vodafone. Other product and company names mentioned herein may be the trade marks of their respective owners.
The content of our website (vodafone.com) should not be considered to form part of this Annual Report or our Annual Report on Form 20-F.
© Vodafone Group 2021
Designed and produced by Black Sun plc
Vodafone Group Plc
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Telephone
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