Exhibit 4.24

Certain information redacted pursuant to Rule 15 under Regulation S-T.

 



Gerard   Kleisterlee Chairman 23 January 2018 STRICTLY PRIVATE & CONFIDENTIDAL Mr   Michel Demaré Hurdnerwäldlistrasse 69 8808 Pfäffikon SZ Switzerland Dear   Michel, NON-EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY   Further to our discussions, this letter is to confirm the terms of your   appointment as a non-executive director of Vodafone Group Public Limited   Company (the “Company”). 1 Role Your obligations and responsibilities as a   non-executive director are to the Company and, like all directors, you should   act at all times in the best interests of the Company, exercising your   independent judgment on all matters. Non-executive directors have the same general   legal responsibilities to the Company as any other director. The Board as a   whole is collectively responsible for promoting the success of the Company by   directing and supervising the Company’s affairs. Your appointment as a non­-executive   director of the Company is subject to the Company’s Articles of Association   (the “Articles”) and the latter will prevail in the event of any conflict   between them and the terms of this letter. A copy of the current version of   the Articles is available on the Company’s website at www.vodafone.com. In my   view, the role of the non-executive director has a number of key elements and   I look forward to your contribution in these areas: Strategy: you should   constructively challenge and contribute to the development of strategy;  Performance: you should scrutinise the   performance of management in meeting agreed goals and objectives and monitor   the reporting of performance; Risk: you should satisfy yourself that   financial information is accurate and that financial controls and systems of   risk management are robust and defensible; and People: non-executive   directors are responsible for determining appropriate levels of remuneration   of executive directors and have a prime role in appointing, and where   necessary removing, senior management and in succession planning. Vodafone   Group Plc Vodafone House, The Connection, Newbury, Berkshire RG14 2FN,   England T +44 (0)1635 33251 F +44 (0)1635 580857 www.vodafone.com [ILLEGIBLE]   [ILLEGIBLE] 


    




 










Culture:   non-executive directors are responsible for ensuring that the purpose and   values of the Company are unambiguous and embody the behaviours required to   deliver the Company’s strategic goals. You should satisfy yourself that   management are taking the appropriate action to achieve and maintain the   desired culture. 2 Appointment and Term Subject to the terms of this letter,   your appointment as a director will commence on the commencement date set out   in the announcement of your appointment (“the Effective Date”). The Articles   require that directors submit themselves for re-election by shareholders   periodically and as a Board we have resolved that all the Directors will   submit themselves for re-election every year. The Nominations and Governance   Committee each year reviews and considers the submission of the directors for   re-election and considers the membership of the Board committees. In the   event that when you submit yourself for re-election you are not elected, your   appointment as director will automatically terminate. You will not be   entitled to receive any compensation from the Company in respect of the   termination of your directorship. In accordance with the recommendations of   the UK Corporate Governance Code, after nine years’ service on the Board, a   director may not be considered independent. Overall, we anticipate a time   commitment from you involving attendance at all Board meetings (the Company   currently has eight each year), the Annual General Meeting (usually held in   July each year) and at least one Company/site visit per year. You will be   expected to devote appropriate preparation time ahead of each meeting. In   addition, each of the principal Board Committees meets about four or five   times a year (and in some cases more frequently) and you are expected to   attend all the meetings of the Committee(s) of which you are member. You   should anticipate being a member of at least one of these Committees   beginning on a date to be agreed between us. By accepting this appointment,   you have confirmed that you are able to allocate sufficient time to meet the   expectations of your role. If you are unable to attend a Board meeting or   Committee meeting in person, I hope, nevertheless, that you will be able to   join those meetings either by videoconference or teleconference facilities. I   would be grateful if, before accepting additional commitments that might   affect the time you are able to devote to your role as a non-executive   director of the Company, you would seek my agreement. 3 Fees As you will be a   non-executive director of the Company, the Board as a whole will determine   your remuneration in accordance with the requirements of good corporate   governance, and the Financial Conduct Authority’s Listing Rules. The fee for   your services is €115,000.00 per annum and it is paid in equal instalments   monthly in arrears. No separate fee is payable for membership of a Board   Committee (unless you are the Chair of the Committee). You may elect to be   paid either in cash or in the Company’s shares. Please let me know if you may   prefer to receive shares. You will also be entitled to be repaid all   travelling and other expenses properly incurred in performing your duties in   accordance with the Articles. Payment of all fees will cease immediately   after your appointment as a non-executive director of the Company terminates   for any reason. 4 Dealing in the Company’s shares You shall (and you shall   ensure that your “closely associated persons”, including your spouse, any   dependent children and associated legal entities shall) comply with the   provisions of the Market Abuse Regime (MAP), Criminal Justice Act 1993, the   Financial Services and Markets Act 2000 and rules and 2 [ILLEGIBLE] 


    




 










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


    




 










documents or   other records made or compiled or acquired by you during your appointment   concerning the business, finances or affairs of the Group. 10 Independent   Professional Advice In accordance with the UK Corporate Governance Code, the   Board has agreed procedures for directors in the furtherance of their duties   to take independent professional advice if necessary, at the Company’s   expense. A copy of the relevant Board resolution is enclosed in your director   information pack. Naturally, if you have any queries or difficulties at any time   please feel free to discuss them with me. I am also available at all times to   provide you with information and advice you may need. 11 Indemnification and   Insurance You will have the benefit of the following indemnity in relation to   liability incurred in your capacity as a Director of the Company. This   indemnity is as wide as English law currently permits: (i) The Company will   provide funds to cover costs as incurred by you in defending legal   proceedings brought against you in your capacity as, or as a result of your   being or having been, a Director of the Company including criminal   proceedings and proceedings brought by the Company itself or an Associated   Company; (ii) The Company will indemnify you in respect of any proceedings   brought by third parties, including both legal and financial costs of an   adverse judgment brought against you in your capacity as, or as a result of   your being or having been, a Director of the Company; and (iii) The Company   will indemnify you for liability incurred in connection with any application   made to a court for relief from liability, where the court grants such   relief. For the avoidance of doubt, the indemnity granted does not cover: (i)   Unsuccessful defence of criminal proceedings, in which instance the Company   would seek reimbursement for any funds advanced; (ii) Unsuccessful defence of   an action brought by the Company itself or an Associated Company, in which   instance the Company would seek reimbursement for any funds advanced; (iii)   Fines imposed by regulatory bodies; (iv) Fines imposed in criminal   proceedings; and (v) Liability incurred in connection with any application   under Section 144(3) or (4) of the Companies Act 1985 (acquisition of shares   by innocent nominee) or section 1157 of the Companies Act 2006 (general power   to grant relief in case of honest and reasonable conduct), where the court   refuses to grant you relief, and such refusal is final. You will notify the   Company as soon as reasonably practicable upon becoming aware of any claim or   potential claim against you. The Company maintains Directors and Officers   insurance as additional cover for directors which, if the insurance policy so   permits, may provide funds in circumstances where the law prohibits the   Company from indemnifying directors. Further information will be provided by   the Company Secretary. 4 [ILLEGIBLE] 


    




 










12 Review   Process The performance of individual directors and the whole Board and its   committees is evaluated annually. If, in the interim, there are any matters   which cause you concern about your role, please discuss them with me as soon   as is appropriate. 13 Contract for Services It is agreed that you will not be   an employee of the Company or any of its subsidiaries and that this letter   shall not constitute a contract of employment. In this letter: “Board” means   the board of directors of the Company from time to time or any person or   committee nominated by the board of directors as its representative or to   whom (and to that extent) it has delegated powers for the purposes of this   letter. “Group” means the Company and any other company which is its subsidiary   or in which the Company or any subsidiary of the Company controls not less   than 25% of the voting shares (where “subsidiary” has the meaning given to it   by section 736 of the Companies Act 1985). This letter shall be governed by   and construed in accordance with English Law. Both parties submit to the   exclusive jurisdiction of the English Courts as regards any claim or matter   arising in connection with the terms of this letter. Please acknowledge   receipt and acceptance of the terms of this letter by signing the enclosed   copy and returning it to the Company Secretary. I am greatly looking forward   to working with you. Kind regards. Yours sincerely [ILLEGIBLE] I hereby   accept that the terms of this letter constitute the terms of my appointment   as a non-executive director of the Company. Signed: /s/ Michel Demare Date:   23/1/2018 Michel Demare 5