Exhibit 2.3
 CONFORMED COPY
 EIGHTH SUPPLEMENTAL TRUST DEED
 10 JULY 2009
 VODAFONE GROUP PLC
 and
 THE LAW DEBENTURE TRUST CORPORATION p.l.c.
 further modifying the provisions of
the Trust Deed dated 16 July 1999
 relating to a30,000,000,000
Euro Medium Term Note Programme
 For Vodafone Group Plc:
 LINKLATERS LLP
One Silk Street
London EC2Y 8HQ
 For The Law Debenture Trust Corporation p.l.c.:
 ALLEN & OVERY LLP
One Bishops Square
London E1 6AD




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THIS EIGHTH SUPPLEMENTAL TRUST DEED
 BETWEEN
 (1)
    
    VODAFONE GROUP Plc, a company incorporated with limited liability in England and Wales with
registered number 1833679, whose registered office is Vodafone House, The Connection, Newbury,
Berkshire RG14 2FN, England (the Issuer); and(2)
    
    THE LAW DEBENTURE TRUST CORPORATION p.l.c., a
company incorporated with limited liability in England and Wales with registered number 1675231,
whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX, England (the Trustee,
which expression shall, wherever the context so admits, include such company and all other persons
or companies for the time being the trustee or trustees of these presents) as trustee for the
Noteholders, the Receiptholders and the Couponholders.
 WHEREAS
 (A)
    
    This Eighth Supplemental Trust Deed is supplemental to:(i)
    
    the Trust Deed dated 16 July 1999 (hereinafter called the Principal Trust Deed) made
between the Issuer and the Trustee and relating to the 30,000,000,000 Euro Medium Term Note
Programme for the issue of Notes established by the Issuer;(ii)
    
    the First Supplemental Trust Deed dated 4 May 2000 (the First Supplemental Trust Deed)
made between the Issuer and the Trustee modifying and restating the provisions of the
Principal Trust Deed;(iii)
    
    the Second Supplemental Trust Deed dated 31 May 2001 (the Second Supplemental Trust
Deed) made between the Issuer and the Trustee further modifying and restating the provisions
of the Principal Trust Deed;(iv)
    
    the Third Supplemental Trust Deed dated 6 June 2002 (the Third Supplemental Trust Deed)
made between the Issuer and the Trustee further modifying the provisions of the Principal
Trust Deed;(v)
    
    the Fourth Supplemental Trust Deed dated 19 July 2005 (the Fourth Supplemental Trust
Deed) made between the Issuer and the Trustee further modifying and restating the provisions
of the Principal Trust Deed;(vi)
    
    the Fifth Supplemental Trust Deed dated 19 July 2006 (the Fifth Supplemental Trust
Deed) made between the Issuer and the Trustee further modifying and restating the provisions
of the Principal Trust Deed;(vii)
    
    the Sixth Supplemental Trust Deed dated 1 August 2007 (the Sixth Supplemental Trust
Deed)made between the Issuer and the Trustee further modifying the provisions of the
Principal Trust Deed; and(viii)
    
    the Seventh Supplemental Trust Deed dated 14 July 2008 (the Seventh Supplemental
Trust Deedand, together with the Principal Trust Deed, the First Supplemental Trust Deed,
the Second Supplemental Trust Deed, the Third Supplemental Trust Deed, the Fourth
Supplemental Trust Deed, the Fifth Supplemental Trust Deed and the Sixth Supplemental Trust
Deed, the
Subsisting Trust Deeds) made between the Issuer and the Trustee further modifying the
provisions of the Principal Trust Deed.
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(B)
    
    On the date hereof the Issuer published a Prospectus relating to the Programme, which
replaces the Prospectus dated 14 July 2008.(C)
    
    The parties have agreed to make certain modifications to the Subsisting Trust Deeds in
the manner set out herein.
 NOW THIS EIGHTH SUPPLEMENTAL TRUST DEED WITNESSES AND IT IS HEREBY AGREED AND DECLARED
 1.
    
    Subject as hereinafter provided and unless there is something in the subject matter or
context inconsistent therewith all words and expressions defined in the Principal Trust Deed
(as modified and restated as aforesaid) shall have the same meanings in this Eighth
Supplemental Trust Deed.2.
    
    Save:
 (a)
    
    in relation to all Series of Notes the first Tranche of which was issued on or prior to
the day last preceding the date of this Eighth Supplemental Trust Deed; and(b)
    
    for the purpose (where necessary) of construing the provisions of this Eighth
Supplemental Trust Deed,
 with effect on and from the date of this Eighth Supplemental Trust
Deed, the Principal Trust Deed (as modified and restated as aforesaid) is further modified
as follows:
 (i)
    
    by the deletion of the words Lehman Brothers International (Europe), by the insertion
of the words Banca IMI S.p.a., Banco Bilbao Vizcaya, Argentaria, S.A. immediately
preceding the words Barclays Bank PLC, by the insertion of the words Bayerische Hypo-Und
Vereinsbank AG immediately following the words Barclays Bank PLC and by the insertion of
the words Lloyds TSB Bank plc, Merrill Lynch International, Morgan Stanley & Co.
International plc immediately following the words J.P. Morgan Securities Ltd. in the
definition of Dealers in Clause 1.1;(ii)
    
    by the insertion of the words , and any non-contractual obligations arising out of or
in connection with them, immediately after the words the Coupons in Clause 26;(iii)
    
    by the deletion of the Terms and Conditions of the Notes set out in Schedule 1 thereto
and the substitution therefor of the Terms and Conditions of the Notes set out in Schedule 1
hereto;(iv)
    
    by the deletion of the forms of Global Notes set out in Parts 1 and 2 of Schedule 2
thereto and the substitution therefor of the Global Notes set out in Parts 1 and 2 of
Schedule 2 hereto;(v)
    
    by the deletion of the forms of Global Certificates set out in Parts 3 and 4 of Schedule
2 thereto and the substitution therefor of the Global Certificates set out in Parts 3 and 4
of Schedule 2 hereto; and(vi)
    
    by the deletion of the forms of Certificates set out in Parts 9 and 10 of Schedule 2
thereto and the substitution therefor of the Certificates set out in Parts 5 and 6 of
Schedule 2 hereto.
 3.
    
    For the avoidance of doubt, the Principal Trust Deed (without the modifications made hereby
but, where applicable, as modified and restated as aforesaid) shall continue to have effect in
relation to all Series of Notes the first Tranche of which was issued on or prior to the day
last preceding the date of this Eighth Supplemental Trust Deed.
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4.
    
    The provisions of the Principal Trust Deed (as previously modified and restated) as further
modified by this Eighth Supplemental Trust Deed shall be valid and binding obligations of the
Issuer and the Trustee.5.
    
    The Subsisting Trust Deeds shall henceforth be read and construed as one document with this
Eighth Supplemental Trust Deed.6.
    
    No person other than a party to this Eighth Supplemental Trust Deed shall have any right by
virtue of the Contracts (Rights of Third Parties) Act 1999 to enforce any term (express or
implied) of this Eighth Supplemental Trust Deed, but this is without prejudice to any right or
remedy of any third party which may exist or be available apart from that Act.7.
    
    This Eighth Supplemental Trust Deed, and any non-contractual obligations arising out of or in
connection with it, shall be governed by, and construed in accordance with, English law.8.
    
    A Memorandum of this Eighth Supplemental Trust Deed shall be endorsed by the Trustee on the
Principal Trust Deed and by the Issuer on its duplicate thereof.9.
    
    This Eighth Supplemental Trust Deed may be executed in any number of counterparts, each of
which, taken together, shall constitute one and the same Eighth Supplemental Trust Deed and
any party may enter into this Eighth Supplemental Trust Deed by executing a counterpart.
 IN WITNESS
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SCHEDULE 1   TERMS AND CONDITIONS OF THE NOTES
 The following are the Terms and Conditions of the Notes, that, subject to completion and amendment
and as supplemented or varied in accordance with the provisions of the applicable Final Terms,
shall be applicable to the Notes and/or Certificates in definitive form (if any) issued in exchange
for the Global Note(s) and/or Global Certificates representing each Series or shall be incorporated
by reference in the Deed Poll (as defined below) as the terms and conditions of the Australian
Domestic Notes (as defined below). Either (i) the full text of the following Terms and Conditions
together with the relevant provisions of the Final Terms or (ii) these Terms and Conditions as so
completed, amended, supplemented or varied (and subject to simplification by the deletion of
non-applicable provisions), shall be endorsed on such definitive Bearer Notes or on the definitive
Certificates relating to Registered Notes (other than Australian Domestic Notes) or shall be
incorporated by reference in the Deed Poll as the terms and conditions of the Australian Domestic
Notes. Part A of the applicable Final Terms in relation to any Tranche of Notes may specify other
terms and conditions which shall, to the extent so specified or to the extent inconsistent with the
following Terms and Conditions, replace or modify the following Terms and Conditions for the
purpose of such Notes. Reference should be made to Summary of Provisions Relating to the Notes
While in Global Form and Summary of Certain Matters Relating to Australian Domestic Notes for a
description of the content of Final Terms which will specify which of such terms are to apply in
relation to the relevant Notes. References in the following Terms and Conditions to Notes are to
the Notes of one Series only, not to all Notes that may be issued under the Programme.
 Issuer Trust Deed Trustee
 Agency Agreement Issuing and Principal Paying Agent Paying Agents Exchange Agent Registrar Transfer Agents
 Australian
Domestic Notes Deed Poll Australian Agency Agreement Issuing and Principal
Paying Agent Registrar
 Couponholders Coupons Talons Receiptholders Receipts
 applicable Final Terms
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Tranche Series
 Prospectus Directive  www.londonstockexchange.com/en-gb/pricesnews/marketnews/
  1 Form, Denomination and Title
 Bearer Notes Registered Notes Exchangeable Bearer
Notes
     Certificates
 Register
 Noteholder holder Austraclear
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Austraclear
System Noteholder holder
  Register
    2 Exchanges of Exchangeable Bearer Notes and Transfers of Registered Notes
 (a) Exchange of Exchangeable Bearer Notes
  (b) Transfer of Registered Notes
   (c) Partial Redemption in Respect of Registered Notes
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(d) Delivery of New Certificates
 business day
 (e) Exchange or Transfer Free of Charge
  (f) Closed Periods
  (g) Additional Provisions Relating to Transfer of Australian Domestic Notes
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3 Status of the Notes
 pari passu,
 4 Interest
 (a) Interest on Fixed Rate Notes
   Fixed Interest Period
  (i)
    
    in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate
outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are
Partly Paid Notes, the aggregate amount paid up); or(ii)
    
    in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
   Fixed Day Count Fraction
 (i)
    
    if Actual/Actual (ICMA) is specified in the applicable Final Terms:
 (a)
    
    in the case of Notes where the number of days in the relevant period from (and including)
the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but
excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the
Determination Period during which the Accrual Period ends, the number of days in such Accrual
Period divided by the product of (1) the number of days in such Determination Period and (2)
the number of Determination Dates (as specified in the applicable Final Terms) that would occur
in one calendar year; or(b)
    
    in the case of Notes where the Accrual Period is longer than the Determination Period
during which the Accrual Period ends, the sum of:
 (1)
    
    the number of days in such Accrual Period falling in the Determination Period in which
the Accrual Period begins divided by the product of (x) the number of days in such
Determination Period and (y) the number of Determination Dates (as specified in the
applicable Final Terms) that would occur in one calendar year; and(2)
    
    the number of days in such Accrual Period falling in the next Determination Period
divided by the product of (x) the number of days in such Determination Period and (y) the
number of Determination Dates that would occur in one calendar year assuming interest was
to be payable in respect of the whole of that year; and
 (ii)
    
    if 30/360 is specified in the applicable Final Terms, the number of days in the period from
(and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date)
to (but excluding) the relevant payment date (such number of days being calculated on the basis of
a year of 360 days with 12 30-day months) divided by 360.
  Determination Period
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sub-unit
 (b) Interest on Floating Rate Notes and Index Linked Interest Notes
 (i) Interest Payment Dates
  (A)
    
    the Specified Interest Payment Date(s) (each an Interest Payment Date) in each year specified
in the applicable Final Terms; or(B)
    
    if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each
date (each an Interest Payment Date) which falls the number of months or other period specified
as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or,
in the case of the first Interest Payment Date, after the Interest Commencement Date.
   (1)
    
    in any case where Specified Periods are specified in accordance with Condition 4(b)(i)(B), the
Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the
last day that is a Business Day in the relevant month and the provisions of (B) below shall apply
mutatis mutandisor (ii) in the case of (y) above, shall be postponed to the next day which is a
Business Day unless it would thereby fall into the next calendar month, in which event (A) such
Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B)
each subsequent Interest Payment Date shall be the last Business Day in the month which falls the
Specified Period after the preceding applicable Interest Payment Date occurred; or(2)
    
    the Following Business Day Convention, such Interest Payment Date shall be postponed to the
next day which is a Business Day; or(3)
    
    the Modified Following Business Day Convention, such Interest Payment Date shall be postponed
to the next day which is a Business Day unless it would thereby fall into the next calendar month,
in which event such Interest Payment Date shall be brought forward to the immediately preceding
Business Day; or(4)
    
    the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to
the immediately preceding Business Day.
 Business Day
 (A)
    
    a day on which commercial banks and foreign exchange markets settle payments and are open for
general business (including dealing in foreign exchange and foreign currency deposits) in London
and any Additional Business Centre specified in the applicable Final Terms; and(B)
    
    either (1) in relation to any sum payable in a Specified Currency other than euro, a day on
which commercial banks and foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign currency deposits) in the principal
financial centre of the country of the relevant Specified Currency (if other than London and any
Additional Business Centre and which if the Specified Currency is Australian dollars or New Zealand
dollars shall be Sydney or Wellington, respectively) or (2) in relation to any sum payable in euro,
a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2)
System (the TARGET2 System) is open.
 (ii)
    
    Rate of Interest
  (A)
    
    ISDA Determination for Floating Rate Notes
 ISDA Rate ISDA Definitions
 (1)
    
    the Floating Rate Option is as specified in the applicable Final Terms;(2)
    
    the Designated Maturity is a period specified in the applicable Final Terms; and
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(3)
    
    the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on
the London inter-bank offered rate (LIBOR) or on the Euro-zone inter-bank offered rate
(EURIBOR) for a currency, the first day of that Interest Period or (ii) in any other case, as
specified in the applicable Final Terms.
 Floating Rate Calculation Agent Floating
Rate Option Designated Maturity Reset Date Banking Day are open for general Euro-zone
 (B)
    
    Screen Rate Determination for Floating Rate Notes
  (1)
    
    the offered quotation; or(2)
    
    the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being
rounded upwards) of the offered quotations,
    (C)
    
    Bank Bill Rate Determination for Australian Domestic Notes
   (1)
    
    Bank Bill Rate, for an Interest Period, means the average mid rate for Bills having a tenor
closest to the Interest Period as displayed on the BBSW page of the Reuters Monitor System on the
first day of that Interest Period as determined by the Issuing and Principal Paying Agent.However, if the average mid rate is not displayed by 10.30 am on that day, or if it is
displayed but the Issuing and Principal Paying Agent determines that there is an obvious error
in that rate, Bank Bill Rate means the rate determined by the Issuing and Principal Paying
Agent in good faith at approximately 10.30 am on that day, having regard, to the extent
possible, to the mid rate of the rates otherwise bid and offered for bank accepted Bills of
that tenor at or around that time (including any displayed on the BBSY page of the Reuters
Monitor System); and(2)
    
    Bill has the meaning it has in the Bills of Exchange Act 1909 of Australia and a reference to
the acceptance of a Bill is to be interpreted in accordance with that Act.(iii)
    
    Minimum Rate of Interest and/or Maximum Rate of Interest
   (iv)
    
    Determination of Rate of Interest and calculation of Interest Amounts
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Interest Amount
 (i)
    
    in the case of Floating Rate Notes or Index Linked Interest Notes which are represented by a
Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note
(or, if they are Partly Paid Notes, the aggregate amount paid up); or(ii)
    
    in the case of Floating Rate Notes or Index Linked Interest Notes in definitive form, the
Calculation Amount;
  Day Count Fraction
 (i)
    
    if Actual/Actual-ISDA or Actual/Actual is specified in the applicable Final Terms, the
actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest
Period falls in a leap year, the sum of (A) the actual number of days in that portion of the
Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that
portion of the Interest Period falling in a non-leap year divided by 365);(ii)
    
    if Actual/365 (Fixed) is specified in the applicable Final Terms, the actual number of days
in the Interest Period divided by 365;(iii)
    
    if Actual/360 is specified in the applicable Final Terms, the actual number of days in the
Interest Period divided by 360;(iv)
    
    if 30/360, 360/360 or Bond Basis is specified in the applicable Final Terms, the number
of days in the Interest Period divided by 360, calculated on a formula basis as follows:
 [360 X (Y2  Y1)] + [30 X (M
2  M1)] + (D2  D
1)Day Count Fraction =
    
    
    360
  Y 1
 Y 2
 M 1
 M 2
 D 1
 D 2
 (v)
    
    if 30E/360 or Eurobond Basis is specified in the applicable Final Terms, the number of days
in the Interest Period divided by 360, calculated on a formula basis as follows:
 [360 X (Y2  Y1)] + [30 X (M
2  M1)] + (D2  D
1)Day Count Fraction =
    
    
    360
  Y 1
 Y 2
 M 1
 M 2
 D 1
 D 2
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(vi)
    
    if 30E/360 (ISDA) is specified in the applicable Final Terms, the number of days in the
Interest Period divided by 360, calculated on a formula basis as follows:
 [360 X (Y2  Y1)] + [30 X (M2  M1)] + (D2  D1)Day Count Fraction =
    
    
    360
  Y 1
 Y 2
 M 1
 M 2
 D 1
 D 2
 (v)
    
    Notification of Rate of Interest and Interest Amounts
 London Business Day
 (vi)
    
    Determination or Calculation by Trustee
  (vii)
    
    Certificates to be final
  (c) Interest on Dual Currency Notes
  (d) Interest on Partly Paid Notes
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(e) Accrual of interest
  5 Payments
 (a) Method of payment
  (i)
    
    payments in a Specified Currency other than euro will be made by credit or transfer to an
account in the relevant Specified Currency (which, in the case of a payment in Japanese yen to a
non-resident of Japan, shall be a non-resident account) maintained by the payee with, or, at the
option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal
financial centre of the country of such Specified Currency (which, if the Specified Currency is
Australian dollars or New Zealand dollars, shall be Sydney or Wellington, respectively); and(ii)
    
    payments in euro will be made by credit or transfer to a euro account (or any other account to
which euro may be credited or transferred) specified by the payee or, at the option of the payee,
by a euro cheque.
  (b) Presentation of Bearer Notes, Receipts and Coupons
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(c) Payments in respect of Registered Notes
  (i)
    
    Payments of principal (which for purposes of this Condition 5(c) shall include final Instalment
Amounts but not other Instalment Amounts) in respect of Registered Notes shall be made against
presentation and surrender of the relevant Certificates at the specified office of any of the
Transfer Agents or of the Registrar and in the manner provided in the paragraph (ii) below.(ii)
    
    Interest (which for the purpose of this Condition 5(c) shall include all Instalment Amounts
other than final Instalment Amounts) on Registered Notes shall be paid to the person shown on the
Register at the close of business on the fifteenth day before the due date for payment thereof (the
Record Date). Payments of interest on each Registered Note shall be made in the relevant currency
by cheque drawn on a Bank and mailed to the holder (or to the first named of joint holders) of such
Note at its address appearing in the Register on the Record Date. Upon application by the holder to
the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of
interest may be made by transfer to an account in the relevant currency maintained by the payee
with a Bank.(iii)
    
    Payments of principal and interest in respect of Registered Notes registered in the name of,
or in the name of a nominee for, The Depository Trust Company (DTC) and denominated in a
Specified Currency other than U.S. dollars will be made or procured to be made by transfer by the
Registrar to an account in the relevant Specified Currency of the Exchange Agent on behalf of DTC
or its nominee in accordance with the following provisions. The amounts in such Specified Currency
payable by the Registrar or its agent to DTC with respect to Registered Notes held by DTC or its
nominee will be received from the Issuer by the Registrar who will make payments in such Specified
Currency by wire transfer of same day funds to the designated bank account in such Specified
Currency of those DTC participants entitled to receive the relevant payment who have made an
irrevocable election to DTC, in the case of interest payments, on or prior to the third DTC
Business Day after the Record Date for the relevant payment of interest and, in the case of
payments of principal, at least 12 DTC Business Days prior to the relevant payment date, to receive
that payment in such Specified Currency. The Registrar, after the Exchange Agent has converted
amounts in such Specified Currency into U.S. dollars, will deliver such U.S. dollar amount in same
day funds to DTC for payment through its settlement system to those DTC participants entitled to
receive the relevant payment who did not elect to receive such payment in such Specified Currency.
The Agency Agreement sets out the manner in which such conversions are to be made. For the purposes
of this Condition 5(c), DTC Business Day means any day on which DTC is open for business.
 (d) General provisions applicable to payments
   (i)
    
    the Issuer has appointed Paying Agents with specified offices outside the United States with
the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at
such specified offices outside the United States of the full amount of principal and interest on
the Notes in the manner provided above when due; and(ii)
    
    payment of the full amount of such principal and interest at all such specified offices
outside the United States is illegal or effectively precluded by exchange controls or other similar
restrictions on the full payment or receipt of principal and interest in U.S. dollars; and(iii)
    
    such payment is then permitted under United States law without involving, in the opinion of
the Issuer, adverse tax consequences to the Issuer.
 (e) Payment Day
 Payment Day
 (i)
    
    a day on which commercial banks and foreign exchange markets settle payments and are open for
general business (including dealing in foreign exchange and foreign currency deposits) in:
 (A)
    
    relevant place of presentation (where presentation is required);(B)
    
    London; and(C)
    
    any Additional Financial Centre specified in the applicable Final Terms; and
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(ii)
    
    either (1) in relation to any sum payable in a Specified Currency other than euro, a day on
which commercial banks and foreign exchange markets settle payments and are open for general
business (including dealing in foreign exchange and foreign currency deposits) in the principal
financial centre of the country of the relevant Specified Currency (if other than the place of
presentation, London and any Additional Financial Centre and which, if the Specified Currency is
Australian dollars or New Zealand dollars, shall be Sydney or Wellington, respectively) or (2) in
relation to any sum payable in euro, a day on which the TARGET2 System is open.
 (f) Interpretation of principal and interest
  (i)
    
    any additional amounts which may be payable with respect to principal under Condition 6 or
under any undertakings given in addition thereto or in substitution therefor pursuant to the Trust
Deed;(ii)
    
    the Final Redemption Amount of the Notes;(iii)
    
    the Early Redemption Amount of the Notes;(iv)
    
    the Optional Redemption Amount(s) (if any) of the Notes;(v)
    
    in relation to Notes redeemable in instalments, the Instalment Amounts;(vi)
    
    in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6(e));
and(vii)
    
    any premium and any other amounts (other than interest) which may be payable by the Issuer
under or in respect of the Notes.
  (g) Payments in respect of Australian Domestic Notes
       Record Date
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6 Redemption and Purchase
 (a) Redemption at maturity
  (b) Redemption for tax reasons
  (i)
    
    on the occasion of the next payment due in respect of the Notes, the Issuer would be required
to pay additional amounts as provided or referred to in Condition 7 as a result of any change in,
or amendment to, the laws or regulations of the Relevant Jurisdiction (as defined in Condition 7)
(or any political subdivision or taxing authority thereof or therein), or any change in the
application or official interpretation of such laws or regulations, which change or amendment
becomes effective on or after the date on which agreement is reached to issue the first Tranche of
the Notes; and(ii)
    
    such requirement cannot be avoided by the Issuer taking reasonable measures available to it,
    (c) Redemption at the option of the Issuer (Issuer Call)
  (i)
    
    notice within the Issuer Call Period to the Noteholders in accordance with Condition 13; and(ii)
    
    not less than 10 days before the giving of the notice referred to in (i), notice to the
Issuing and Principal Paying Agent and the Trustee;
 Redeemed Notes Selection Date
 (d) Redemption at the option of the Noteholders (Investor Put)
  Put Notice
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(e) Early Redemption Amounts
  (i)
    
    in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final
Redemption Amount thereof;(ii)
    
    in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and
Partly Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue
Price or which is payable in a Specified Currency other than that in which the Notes are
denominated, at the amount specified in, or determined in the manner specified in, the applicable
Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its
nominal amount; or(iii)
    
    in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount) equal to the
sum of:
 (A)
    
    the Reference Price; and(B)
    
    the product of the Accrual Yield (compounded annually) being applied to the Reference Price
from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the
date fixed for redemption or (as the case may be) the date upon which such Note becomes due and
repayable.
  (f) Instalments
  (g) Partly Paid Notes
  (h) Purchases
  (i) Cancellation
  (j) Late payment on Zero Coupon Notes
  (i)
    
    the date on which all amounts due in respect of such Zero Coupon Note have been paid; and(ii)
    
    five days after the date on which the full amount of the moneys payable in respect of such
Zero Coupon Notes has been received by the Issuing and Principal Paying Agent or the Trustee and
notice to that effect has been given to the Noteholders in accordance with Condition 13.
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7 Taxation
 Taxes Relevant Jurisdiction
 (a)
    
    any Tax which would not have been imposed but for (i) the existence of any present or former
connection between a holder (or between a fiduciary, settlor, beneficiary, member or shareholder
of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or
corporation) and the Relevant Jurisdiction or any political subdivision or territory or possession
thereof or area subject to its jurisdiction, including, without limitation, such holder (or such
fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen
or resident thereof or being or having been present or engaged in trade or business therein or
having or having had a permanent establishment therein or (ii) in the case of Notes other than
Australian Domestic Notes, the presentation of such Note, Receipt or Coupon (or, in the case of
Australian Domestic Notes, a claim for payment being made after that date) (x) for payment on a
date more than 30 days after the Relevant Date (as defined below) or (y) in the Relevant
Jurisdiction;(b)
    
    any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or
other governmental charge;(c)
    
    any Tax which is payable otherwise than by withholding from payments of (or in respect of)
principal of, or any interest on, such Note, Receipt or Coupon;(d)
    
    any Tax that is imposed or withheld by reason of the failure by the holder or any beneficial
owner of such Note, Receipt or Coupon to comply with a request of the Issuer given to the holder in
accordance with Condition 13 (i) to provide information concerning the nationality, residence or
identity of the holder or any beneficial owner or (ii) to make any declaration or other similar
claim or satisfy any information or reporting requirements, which, in the case of (i) or (ii), is
required or imposed by a statute, treaty, regulation or administrative practice of the Relevant
Jurisdiction as a precondition to exemption from all or part of such Tax;(e)
    
    any Tax imposed on a payment to an individual which is required to be made pursuant to European
Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to
conform to, such Directive;(f)
    
    any Tax payable with respect to a Note, Receipt or Coupon presented for payment by or on behalf
of a holder who would have been able to avoid such withholding or deduction by presenting the
relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union;
or(g)
    
    any combination of items (a), (b), (c), (d), (e) and (f) above,
   Relevant Date
 United States
 8 Prescription
  18




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##### 



9 Events of Default and Enforcement
 (A) Events of Default
 Events of Default
 (a)
    
    if default is made in the payment of any principal or any interest due in respect of the Notes
or any of them and the default continues for a period of 14 days in the case of a payment of
principal or 21 days in the case of a payment of interest; or(b)
    
    if the Issuer fails to perform or observe any of its other obligations under these Terms and
Conditions or the Trust Deed and (except in any case where the Trustee considers the failure to be
incapable of remedy when no such continuation or notice as is hereinafter mentioned will be
required) the failure continues for the period of 30 days (or such longer period as the Trustee may
permit) next following the service by the Trustee on the Issuer of notice requiring the same to be
remedied; or(c)
    
    if any Indebtedness for Borrowed Money of the Issuer becomes due and repayable prematurely by
reason of an event of default (however described) or the Issuer fails to make any payment in
respect of any Indebtedness for Borrowed Money on the due date for payment (as extended by any
originally applicable grace period) or any security given by the Issuer for any Indebtedness for
Borrowed Money becomes enforceable by reason of default in relation thereto and steps are taken to
enforce such security or if default is made by the Issuer in making any payment due under any
guarantee and/or indemnity (at the expiry of any originally applicable grace period) given by it in
relation to any Indebtedness for Borrowed Money of any other person, provided that no event shall
constitute an Event of Default unless the Indebtedness for Borrowed Money or other relative
liability either alone or when aggregated with other Indebtedness for Borrowed Money and/or other
liabilities relative to all (if any) other events which shall have occurred equals or exceeds (i)
£50,000,000 (or its equivalent in any other currency) in relation to any such event falling on or
before 1st August, 2014 and (ii) £150,000,000 (or its equivalent in any other currency) in relation
to any such event falling after 1st August, 2014; or(d)
    
    if any order is made by any competent court or resolution passed for the winding up or
dissolution of the Issuer, save for the purposes of a reorganisation on terms approved in writing
by the Trustee; or(e)
    
    if the Issuer stops payment of, or is unable to, or admits inability to, pay, its debts (or any
class of its debts) as they fall due, or is deemed unable to pay its debts (within the meaning of
section 123(1)(e) or (2) of the Insolvency Act 1986), or is adjudicated or found bankrupt or
insolvent or shall enter into any composition or other similar arrangements with its creditors
under section 1 of the Insolvency Act 1986; or(f)
    
    if (i) an administrative or other receiver, manager, administrator or other similar official is
appointed in relation to the Issuer or, as the case may be, in relation to the whole or a
substantial part of the undertaking or assets of it, or an encumbrancer takes possession of the
whole or a substantial part of the undertaking or assets of it, or a distress, execution,
attachment, sequestration or other process is levied, enforced upon, sued out or put in force
against the whole or a substantial part of the undertaking or assets of it and (ii) in any case
(other than the appointment of an administrator) is not discharged, removed or paid within 45 days;
  Indebtedness for Borrowed Money
 (B) Enforcement
   19




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##### 



10 Replacement of Notes, Certificates, Receipts, Coupons and Talons
   11 Agents
   (i)
    
    there will at all times be an Issuing and Principal Paying Agent;(ii)
    
    there will at all times be a Registrar and (except in relation to Australian Domestic Notes) a
Transfer Agent in relation to Registered Notes;(iii)
    
    so long as the Notes are listed on any stock exchange, there will at all times be a Paying
Agent with a specified office in such place as may be required by the rules and regulations of the
relevant stock exchange or other relevant authority;(iv)
    
    there will at all times be a Paying Agent with a specified office in a city approved by the
Trustee outside the Relevant Jurisdiction; and(v)
    
    save where it may from time to time be otherwise agreed with the Trustee that it is unduly
onerous or not current market practice at the relevant time to do so and save to the extent that
the following requirement is not met by virtue of paragraph (iii) above and, except in the case of
Australian Domestic Notes, there will at all times be a Paying Agent with a specified office in a
European Union member state that is not obliged to withhold or deduct tax pursuant to European
Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to
conform to, such Directive.
     12 Exchange of Talons
  13 Notices
  20




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##### 



Australian Financial Review
 Financial Times
  14 Meeting of Noteholders, Modification, Authorisation, Waiver, Determination and Substitution
 (a) Meetings
  (b) Modification, Authorisation, Waiver, Determination, Substitution etc.
      21




---



##### 



Holding Company
 N.B. The Trust Deed does not contain any provisions requiring higher quorums in any circumstances.
 15 Further Issues
  16 Indemnification of the Trustee and its Contracting with the Issuer
  inter alia,
 17 Third Party Rights
  18 Governing Law
  Australian Proceedings
   22




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##### 



SCHEDULE 2
 PART 1
 FORM OF TEMPORARY GLOBAL NOTE
 [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.] 1
 VODAFONE GROUP PLC
(the Issuer)  incorporated with limited liability in England and Wales
 TEMPORARY GLOBAL NOTE
 Notes Final Terms Trust Deed
  Euroclear Clearstream, Luxembourg relevant Clearing
Systems
 
 1
    
    Include where the original maturity of the Notes is more than 365 days. 23




---



##### 



(a)
    
    if the Final Terms indicates that this Global Note is intended to be a New Global Note, details
of such redemption, payment or purchase and cancellation (as the case may be) shall be entered pro
ratain the records of the relevant Clearing Systems, and, upon any such entry being made, the
nominal amount of the Notes recorded in the records of the relevant Clearing Systems and
represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so
redeemed or purchased and cancelled or by the aggregate amount of such instalment so paid; or(b)
    
    if the Final Terms indicates that this Global Note is not intended to be a New Global Note,
details of such redemption, payment or purchase and cancellation (as the case may be) shall be
entered by or on behalf of the Issuer in Schedule One hereto and the relevant space in Schedule One
hereto recording any such redemption, payment or purchase and cancellation (as the case may be)
shall be signed by or on behalf of the Issuer. Upon any such redemption, payment of an instalment
or purchase and cancellation, the nominal amount of this Global Note and the Notes represented by
this Global Note shall be reduced by the nominal amount of such Notes so redeemed or purchased and
cancelled or the amount of such instalment so paid.
    Exchange Date
 24




---



##### 



(a)
    
    if the Final Terms indicates that this Global Note is intended to be a New Global Note, on an
exchange of the whole or part only of this Global Note, details of such exchange shall be entered
pro ratain the records of the relevant Clearing Systems such that the nominal amount of Notes
represented by this Global Note shall be reduced by the nominal amount of this Global Note so
exchanged; or(b)
    
    if the Final Terms indicates that this Global Note is not intended to be a New Global Note, on
an exchange of part only of this Global Note details of such exchange shall be entered by or on
behalf of the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto recording
such exchange shall be signed by or on behalf of the Issuer, whereupon the nominal amount of this
Global Note and the Notes represented by this Global Note shall be reduced by the nominal amount of
this Global Note so exchanged. On any exchange of this Global Note for a Permanent Global Note,
details of such exchange shall be entered by or on behalf of the Issuer in Schedule Two to the
Permanent Global Note and the relevant space in Schedule Two thereto recording such exchange shall
be signed by or on behalf of the Issuer.
    25




---



##### 



26




---



##### 



IN WITNESS
 Issued as ofVODAFONE GROUP PLCBy:Duly Authorised 
 By:Authorised Officer 2
 as common safekeeper By: 
 2
    
    This should only be completed where the Final Terms indicates that this Global Note is
intended to be held in a manner which would allow Eurosytem eligibility. 27




---



##### 



Schedule One*
 PART I
 INTEREST PAYMENTS
 Confirmation ofInterest Payment
    
    Total amount of
    
    Amount of interest
    
    payment by or onDate made
    
    Date
    
    interest payable
    
    paid
    
    behalf of the Issuer
 
 *
    
    Schedule One should only be completed where the Final Terms indicates that this Global Note is
not intended to be a New Global Note. 28




---



##### 



PART II
 PAYMENT OF INSTALMENT AMOUNTS
 Remaining nominalamount of thisTotal amount of
    
    Amount of
    
    Global Note
    
    Confirmation ofInstalment
    
    Instalment
    
    following such
    
    payment by or onDate made
    
    Amounts payable
    
    Amounts paid
    
    payment *
    
    behalf of the Issuer
 
 *
    
    See most recent entry in Part II, III or IV of Schedule Two in order to determine this amount. 29




---



##### 



PART III
 REDEMPTIONS
 Remaining nominalamount of this
    
    Confirmation ofGlobal Note
    
    redemption by orTotal amount of
    
    Amount of
    
    following such
    
    on behalf of theDate made
    
    principal payable
    
    principal paid
    
    redemption*
    
    Issuer
 
 *
    
    See most recent entry in Part II, III or IV of Schedule Two in order to determine this amount. 30




---



##### 



PART IV
 PURCHASES AND CANCELLATIONS
 Remaining nominalamount of this Global
    
    Confirmation ofPart of nominal amount
    
    Note following such
    
    purchase andof this Global Note
    
    purchase and
    
    cancellation by or onDate made
    
    purchased and cancelled
    
    cancellation*
    
    behalf of the Issuer
 
 *
    
    See most recent entry in Part II, III or IV of Schedule Two in order to determine this amount. 31




---



##### 



Schedule Two*
 EXCHANGES
FOR DEFINITIVE BEARER NOTES, REGISTERED NOTES OR PERMANENT GLOBAL NOTE
  Nominal amount of thisGlobal Note exchangedfor Definitive BearerNotes, Registered Notes
    
    Remaining nominalor a part of a Permanent
    
    amount of this GlobalGlobal Note (stating
    
    Note following such
    
    Notation made by or onDate made
    
    which)
    
    exchange*
    
    behalf of the Issuer
 
 *
    
    Schedule Two should only be completed where the Final Terms indicates that this Global Note is
not intended to be a New Global Note.*
    
    See most recent entry in Part II, III or IV of Schedule One
or in this Schedule Two in order to determine this amount. 32




---



##### 



ANNEX
 attach Final Terms that relate to this Global Note
 33




---



##### 



PART 2
 FORM OF PERMANENT GLOBAL NOTE
 [ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED
STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE
INTERNAL REVENUE CODE.] 3
 VODAFONE GROUP PLC
(the Issuer)  incorporated with limited liability in England and Wales
 PERMANENT GLOBAL NOTE
 Notes Final Terms Trust Deed
  Euroclear Clearstream, Luxembourg relevant Clearing
Systems
 
 3
    
    Include where the original maturity of the Notes is more than 365 days. 34




---



##### 



(a)
    
    if the Final Terms indicates that this Global Note is intended to be a New Global Note,
details of such redemption, payment or purchase and cancellation (as the case may be) shall be
entered pro ratain the records of the relevant Clearing Systems and, upon any such entry being
made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and
represented by this Global Note shall be reduced by the aggregate nominal amount of the Notes so
redeemed or purchased and cancelled or by the aggregate amount of such instalment so paid; or(b)
    
    if the Final Terms indicates that this Global Note is not intended to be a New Global Note, details
of such redemption, payment or purchase and cancellation (as the case may be) shall be entered by
or on behalf of the Issuer in Schedule One hereto and the relevant space in Schedule One hereto
recording any such redemption, payment or purchase and cancellation (as the case may be) shall be
signed by or on behalf of the Issuer. Upon any such redemption, payment of an instalment or
purchase and cancellation, the nominal amount of this Global Note and the Notes represented by this
Global Note shall be reduced by the nominal amount of such Notes so redeemed or purchased and
cancelled or the amount of such instalment so paid.
   (a)
    
    if the Final Terms indicates that this Global Note is intended to be
a New Global Note, details of such exchange shall be entered in the records of the relevant
Clearing Systems such that the nominal amount of Notes represented by this Global Note shall be
increased by the nominal amount of the Temporary Global Note so exchanged; or(b)
    
    if the Final
Terms indicates that this Global Note is not intended to be a New Global Note, details of such
exchange shall be entered by or on behalf of the Issuer in Schedule Two hereto and the relevant
space in Schedule Two hereto recording such exchange shall be signed by or on behalf of the Issuer,
whereupon the nominal amount of this Global Note and the Notes represented by this Global Note
shall be increased by the nominal amount of the Temporary Global Note so exchanged.
  35




---



##### 



(a)
    
    if specified in the applicable Final Terms, upon not less than 60 days written notice being
given to the Issuing and Principal Paying Agent by Euroclear and/or Clearstream, Luxembourg (acting
on the instructions of any holder of an interest in this Global Note); or(b)
    
    if specified in the
applicable Final Terms, only upon the occurrence of an Exchange Event; or(c)
    
    if this Global Note
is an Exchangeable Bearer Note then, subject to Condition 2(f), by the holder hereof giving notice
to the Issuing and Principal Paying Agent of its election to exchange the whole or a part of this
Global Note for Registered Notes.
 Exchange Event
 (i)
    
    an Event of Default has occurred and is continuing;(ii)
    
    the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been
closed for business for a continuous period of 14 days (other than by reason of holiday,
statutory or otherwise) or have announced an intention permanently to cease business or
have in fact done so and no alternative clearing system satisfactory to the Trustee is
available; or(iii)
    
    the Issuer has or will become obliged to pay additional amounts as
provided for or referred to in Condition 7 which would not be required were the Bearer
Notes in definitive form.
  (A)
    
    the Issuer will promptly give notice to Noteholders in accordance with Condition 13 of
the occurrence of such Exchange Event; and(B)
    
    Euroclear and/or Clearstream, Luxembourg
(acting on the instructions of any holder of an interest in this Global Note) or the
Trustee may give notice to the Issuing and Principal Paying Agent requesting exchange and,
in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuer
may also give notice to the Issuing and Principal Paying Agent requesting exchange.
      36




---



##### 



37




---



##### 



IN WITNESS
 Issued as ofVODAFONE GROUP PLCBy:Duly Authorised
 
 By:Authorised Officer
 4
 as common safekeeper
 By:
 
 4
    
    This should only be completed where the Final Terms indicates that this Global Note is
intended to be held in a manner which would allow Eurosytem eligibility. 38




---



##### 



Schedule One*
 PART I
 INTEREST PAYMENTS
 Confirmation ofInterest Payment
    
    Total amount of
    
    Amount of interest
    
    payment by or onDate made
    
    Date
    
    interest payable
    
    paid
    
    behalf of the Issuer
 
 *
    
    Schedule One should only be completed where the Final Terms indicates that this Global Note
is not intended to be a New Global Note. 39




---



##### 



PART II
 PAYMENT OF INSTALMENT AMOUNTS
 Remaining nominalamount of thisTotal amount of
    
    Amount of
    
    Global Note
    
    Confirmation ofInstalment
    
    Instalment
    
    following such
    
    payment by or onDate made
    
    Amounts payable
    
    Amounts paid
    
    payment *
    
    behalf of the Issuer
 
 *
    
    See most recent entry in Part II, III or IV of Schedule Two in order to determine this
amount. 40




---



##### 



PART III
 REDEMPTION
 Remaining nominalamount of this
    
    Confirmation ofGlobal Note
    
    redemption by orTotal amount of
    
    Amount of
    
    following such
    
    on behalf of theDate made
    
    principal payable
    
    principal paid
    
    redemption*
    
    Issuer
 
 *
    
    See most recent entry in Part II, III or IV of Schedule Two in order to determine this
amount. 41




---



##### 



PART IV
 PURCHASES AND CANCELLATIONS
 Remaining nominalamount of this Global
    
    Confirmation ofPart of nominal amount
    
    Note following such
    
    purchase andof this Global Note
    
    purchase and
    
    cancellation by or onDate made
    
    purchased and cancelled
    
    cancellation*
    
    behalf of the Issuer
 
 *
    
    See most recent entry in Part II, III or IV of Schedule Two in order to determine this
amount. 42




---



##### 



Schedule Two*
 EXCHANGES
  Nominal amount ofTemporary Global Noteexchanged for this
    
    Increased/decreasedGlobal Note or of this
    
    nominal amount of thisGlobal Note exchanged
    
    Global Note following
    
    Notation made by or onDate made
    
    for Registered Notes
    
    such exchange*
    
    behalf of the Issuer
 
 *
    
    See most recent entry in Part II, III or IV of Schedule One or in this Schedule Two in order
to determine this amount.*
    
    Schedule Two should only be completed where the Final Terms indicates that this Global Note is
not intended to be a New Global Note. 43




---



##### 



ANNEX
 attach the Final Terms that relate to this Global Note
 44




---



##### 



PART 3
 FORM OF REGULATION S GLOBAL CERTIFICATE
 THE NOTES REPRESENTED BY THIS REGULATION S GLOBAL CERTIFICATE HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
 VODAFONE GROUP PLC
(the Issuer)  incorporated with limited liability in England and Wales
 REGULATION S GLOBAL CERTIFICATE
  
 Notes Final Terms
 Interpretation and Definitions
  Promise to Pay
  45




---



##### 



Transfer of Notes represented by Regulation S Global Certificates
  (a)
    
    if the Notes represented by this
Regulation S Global Certificate are held on behalf of Euroclear or
Clearstream, Luxembourg or any other clearing system (an Alternative Clearing System) and any
such clearing system is closed for business for a continuous period of 14 days (other than by
reason of holiday, statutory or otherwise) or announces an intention permanently to cease business
or does in fact do so and no alternative clearing system satisfactory to the Trustee is available;
or(b)
    
    an Event of Default has occurred and is continuing; or(c)
    
    with the consent of the Issuer,
  Exchange
Event
 (i)
    
    an Event of
Default has occurred and is continuing; or(ii)
    
    the Issuer has been notified that both Euroclear
and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other
than by reason of holiday, statutory or otherwise) or have announced an intention permanently to
cease business or have in fact done so and, in any such case, no successor clearing system is
available; or(iii)
    
    the Issuer has or will become subject to adverse tax consequences which would
not be suffered were the Notes represented by definitive Regulation S Certificates.
  46




---



##### 



(A)
    
    the Issuer will promptly give notice to Noteholders in accordance with Condition
13; and(B)
    
    Euroclear and Clearstream, Luxembourg (acting on the instructions of any holder
of an interest in such Regulation S Global Certificate) may give notice to the Registrar
requesting exchange and, in the event of an Exchange Event as described in (iii) above, the
Issuer many also give notice to the Registrar requesting exchange.
  Meetings
    IN WITNESS
  VODAFONE GROUP PLC
 By:Duly Authorised
 
 By:Authorised Officer
 47




---



##### 



Form of Transfer
 For value received
 
  l
 DatedSigned
    
    
    
    
    
    Certifying Signature
 (a)
    
    The signature of the person effecting a transfer shall conform to a list of duly authorised
specimen signatures supplied by the holder of the Notes represented by this Regulation S Global
Certificate or (if such signature corresponds with the name as it appears on the face of this
Regulation S Global Certificate) be certified by a notary public or a recognised bank or be
supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.
 (b)
    
    A representative of the Noteholder should state the capacity in which he signs e.g. executor.
 48




---



##### 



ANNEX
 attach Final Terms that relate to this Global Certificate
 49




---



##### 



PART 4
 FORM OF DTC RESTRICTED GLOBAL CERTIFICATE
 SECURITIES ACT
 DTC
 VODAFONE GROUP PLC
(the Issuer)  incorporated with limited liability in England and Wales
 DTC RESTRICTED GLOBAL CERTIFICATE
   
 Notes Final Terms
 Interpretation and Definitions
  50




---



##### 



Promise to Pay
   Transfer of Notes represented by DTC Restricted Global Certificates
  (a)
    
    if the Notes represented by
this DTC Restricted Global Certificate are held on behalf of DTC or any other clearing system (an
Alternative Clearing System) and any such clearing system is closed for business for a continuous
period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so and no alternative clearing system
satisfactory to the Trustee is available; or(b)
    
    an Event of Default has occurred and is continuing; or(c)
    
    with the consent of the Issuer
  51




---



##### 



Exchange Event
 (i)
    
    an
Event of Default has occurred and is continuing; or(ii)
    
    either DTC has notified the Issuer that it
is unwilling or unable to continue to act as depositary for the Notes and no alternative clearing
system is available or DTC has ceased to constitute a clearing agency registered under the Exchange
Act; or(iii)
    
    the Issuer has or will become subject to adverse tax consequences which would not be
suffered were the Notes represented by definitive DTC Restricted Certificates.
  (A)
    
    the Issuer will promptly give notice to Noteholders in accordance with Condition 13;
and(B)
    
    DTC (acting on the instructions of any holder of an interest in such DTC Restricted
Global Certificate) may give notice to the Registrar requesting exchange and, in the event
of an Exchange Event as described in (iii) above, the Issuer many also give notice to the
Registrar requesting exchange.
  Covenants
  Meetings
    IN WITNESS
  VODAFONE GROUP PLC
 By:Duly Authorised
 52




---



##### 



By:Authorised Officer
 53




---



##### 



Form of Transfer
 For value received
 
 
  l
 DatedSigned
    
    
    
    
    
    Certifying Signature
  (a)
    
    The signature of the person effecting a transfer shall conform to a list of duly authorised
specimen signatures supplied by the holder of the Notes represented by this DTC Restricted Global
Certificate or (if such signature corresponds with the name as it appears on the face of this DTC
Restricted Global Certificate) be certified by a notary public or a recognised bank or be supported
by such other evidence as a Transfer Agent or the Registrar may reasonably require.(b)
    
    A representative of the Noteholder should state the capacity in which he signs e.g. executor.
 54




---



##### 



ANNEX
 attach Final Terms that relate to this Global Certificate
 55




---



##### 



PART 5
 FORM OF REGULATION S CERTIFICATE
  THE NOTES REPRESENTED BY THIS REGULATION S GLOBAL CERTIFICATE HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
 VODAFONE GROUP PLC
(the Issuer)  incorporated with limited liability in England and Wales   [Specified Currency and Nominal Amount of Tranche]
NOTES DUE
 [Year of Maturity]
 l Registered Holder Notes Final Terms Trust Deed
    56




---



##### 



IN WITNESS
  VODAFONE GROUP PLC
 By:Duly Authorised
  By:Authorised Officer
 57




---



##### 



Terms and Conditions of the Notes
  58




---



##### 



Final Terms
  59




---



##### 



Form of Transfer
 For value received
 
 
  l
 DatedCertifying SignatureSignedNotes:
 (a)
    
    The signature of the person effecting a transfer shall conform to a list of duly authorised
specimen signatures supplied by the holder of the Notes represented by this Regulation S
Certificate or (if such signature corresponds with the name as it appears on the face of this
Regulation S Certificate) be certified by a notary public or a recognised bank or be supported by
such other evidence as a Transfer Agent or the Registrar may reasonably require.
 (b)
    
    A representative of the Noteholder should state the capacity in which he signs.
     
  
 60




---



##### 



PART 6
 FORM OF DTC RESTRICTED CERTIFICATE
  SECURITIES ACT
 *
 VODAFONE GROUP PLC
(the Issuer)   incorporated with limited liability in England and Wales
 [Specified Currency and Nominal Amount of Tranche]
NOTES DUE
[Year of Maturity]
 l Registered Holder Notes Final Terms Trust Deed
 
 *
    
    Legend to be borne by any Definitive Certificate issued with original issue discount
for U.S federal income tax purposes. 61




---



##### 



Securities
Act
    IN WITNESS
  VODAFONE GROUP PLC
 By:Duly Authorised
  By:Authorised Officer
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Terms and Conditions of the Notes
  63




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Final Terms
  64




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Form of Transfer
 For value received
 
 
  l
 DatedCertifying SignatureSignedNotes:
 (a)
    
    The signature of the person effecting a transfer shall conform to a list of duly authorised
specimen signatures supplied by the holder of the Notes represented by this DTC Restricted
Certificate or (if such signature corresponds with the name as it appears on the face of this DTC
Restricted Certificate) be certified by a notary public or a recognised bank or be supported by
such other evidence as a Transfer Agent or the Registrar may reasonably require.
 (b)
    
    A representative of the Noteholder should state the capacity in which he signs.
     
 
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SIGNATORIES
 Executed as a deed byVODAFONE GROUP PLCacting by:ANDREW HALFORDDirectorSTEPHEN SCOTTDirector/SecretaryTHE COMMON SEALof
    
    
    )THE LAW DEBENTURE TRUST
    
    
    )CORPORATION p.l.c.
    
    
    )was affixed to this deed
    
    
    )in the presence of:
    
    
    )JULIAN MASON-JEBBKATY LEGROS
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10 July 2009
 VODAFONE GROUP PLC
 and
 THE LAW DEBENTURE TRUST
CORPORATION p.l.c.
 further modifying the provisions of
the Trust Deed dated 16 July 1999
 relating to a30,000,000,000
Euro Medium Term Note Programme
 For Vodafone Group Plc:
 LINKLATERS LLP
One Silk Street
London EC2Y 8HQ
 For The Law Debenture Trust
Corporation p.l.c.:
 ALLEN & OVERY LLP
One Bishops Square
London E1 6AD
 EIGHTH
SUPPLEMENTAL
TRUST DEED