EXHIBIT 4.26






Exhibit 4.26



			
	 	 	 
	19 May 2009
	 	




Michel Combes

Chief Executive, Europe Region

Vodafone Group Plc

Vodafone House

The Connection

Newbury

Berkshire

RG14 2FN


Dear Michel


INDEMNIFICATION OF DIRECTORS


In April 2005, the Companies (Audit Investigations and Community Enterprise) Act 2004 came into
force which expanded the circumstances under which a Director can be indemnified by the Company. At
the Company’s AGM in 2005, the Shareholders approved amendments to the Memorandum and Articles of
Association to enable the Company to indemnify its Directors in accordance with the legislation.
Further amendments to the Articles of Association were approved at the Company’s AGM in 2008 to
provide the Company with the ability to provide indemnification to the extent permitted by the
Companies Act 2006.


As a result, 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:




Vodafone Group Plc

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

T +44 1635 33251  F +44 1635 676746



Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679


 








 






	(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 661(3) or (4) of the
Companies Act 2006 (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. (For reference, a
summary of these sections is appended to this letter).



Furthermore, the Company may, subject to the provisions of the Companies Act 2006 and the rules
made by the UK Listing Authority, provide funds to cover costs as incurred by you in defending
yourself in an investigation by a regulatory authority or against an action proposed to be taken
by a regulatory authority in connection with any alleged negligence, default, breach of duty or
breach of trust by you in relation to the Company or an Associated Company.


It is a condition of the provision of this indemnity that you shall notify the Company without
delay upon becoming aware of any claim or potential claim against you and that you have a duty to
mitigate any loss incurred.


The Company maintains Directors and Officers insurance as additional cover for Directors which, if
the insurance policy so permits, may provide funds in circumstances where the law prohibits the
Company from indemnifying Directors.


If you have any queries in relation to this letter, please let me know. Otherwise, please
counter-sign the enclosed copy of this letter and return to me at your earliest convenience.


Yours sincerely





	 	 	 

	I accept the terms of this letter.
	 	 
	 
	 	 
	/s/ Michel Combes
	 	 
	 

Michel Combes
	 	 
	Chief Executive, Europe Region
	 	 
	Vodafone Group Plc
	 	 




Date:
 




 








 





Appendix


Section 661(3) and (4) Companies Act 2006


Section 661 of the Companies Act 2006 governs the situation where there are partly paid up shares
issued to a Company nominee. If the nominee is called upon to pay up but fails to do so, the
Directors of the Company are jointly and severally liable with the nominee to pay such amount.
Under this section however, the court is able to excuse the Director of his or her liability if it
finds that the Director has acted honestly and reasonably in the circumstances and ought fairly to
be excused from liability. If the Director is so excused, the indemnity provided by the Company
will cover costs incurred by the Director in relation to the proceedings. If the court refuses to
grant such relief, the Company will not be permitted to indemnify the Director for costs incurred.


Section 1157 Companies Act 2006


The Court has power under section 1157 of the Companies Act 2006 in any proceedings that come
before it concerning negligence, default, breach of duty or breach of trust against a Director to
relieve him or her from liability if having regard to all the circumstances of the case it finds
that the Director has acted honestly and reasonably and ought fairly to be excused from liability.
If the Director is excused, the Company will indemnify the Director for any costs incurred in
relation to the proceedings but if relief is refused, the Company will not be permitted to
indemnify the Director.