EXHIBIT 4.26






Exhibit 4.26




	 	 	 
	Sir John Bond

Chairman


9 March 2009

	 	






Sir Samuel Jonah, KBE OSG

31A Killarney Road

Sandhurst,

Johannesburg

South Africa




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”), without prejudice
to your obligations to the Company under English Law.





	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 judgement 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 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 included in your director information pack.
	 
	 	 	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

	 	Our ref: 053k-SM
	Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England

	 	T +44 1635 673915
	T +44 (0)1635 33251 F +44 (0)1635 580857 www.vodafone.com

	 	F +44 1635 580761
	 
	 	 
	Registered Office: Vodafone House, The Connection, Newbury, Berkshire
RG14 2FN, England. Registered in England No. 1833679







 









 







	2	 	Appointment and Term
	 
	 	 	Subject to the terms of this letter, your appointment will commence on 1 April 2009 (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 year1. The Nominations and Governance Committee
each year review and consider the submission of the Directors for re-election. 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 Combined Code, after nine years’ service on the Board, a director may
not be considered independent and as a Company we have resolved not to ask our shareholders
to re-elect anyone with more than nine years’ Board service.
	 
	 	 	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 (this year we will be going to
South Africa in September). 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 should anticipate being a
member of at least one of these Committees in due course.
	 
	 	 	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 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, the
Financial Services Authority’s Combined Code and the Financial Services Authority’s Listing
Rules. The fee for your services is £110,000 per annum and it is paid in equal instalments
monthly in arrears. 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 of Association. Directors who have to undertake
intercontinental travel to attend Board meetings are paid an additional allowance of £6,000
per meeting attended and as you are based in South Africa you will be entitled to receive
this payment. If you are invited to serve on one or more of the Committees of the Board (in
which case this will be covered in a separate communication setting out the Committee’s
terms of reference and any specific responsibilities that may be involved) no additional fee
will be payable, unless you are invited to Chair a Committee, in which case an additional
fee will be payable in equal instalments monthly in arrears for so long as you hold that
position. We currently pay the Chair of our Audit Committee an additional £25,000 per annum,
the Chair of our Remuneration Committee £20,000 per annum and the Chair of our Nominations &
Governance Committee £15,000 per annum. Payment of all fees will cease immediately after
your appointment as a non-executive director of the Company terminates for any reason.







 




			
	1	 	The Company’s Annual General Meeting this year will be
held on Tuesday 28 July 2009 and if you accept this appointment it is the
Company’s intention to submit you for election by the Company’s shareholders at
that meeting.




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	4	 	Dealing in the Company’s shares
	 
	 	 	You shall (and you shall procure that your “connected persons”, including your wife and
dependent children shall) comply with the provisions of the Criminal Justice Act 1993, the
Financial Services and Markets Act 2000, the Financial Services Authority’s Model Code as
set out in the Listing Rules and rules and 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 are 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 of Association of the Company 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 forthwith 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.




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	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 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 Financial Services Authority’s Combined 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. (For reference, a summary of these sections is appended to this letter).






	 	 	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.




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	 	 	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.
	 
	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




John Bond



I hereby accept that the terms of this letter constitute the terms of my appointment as a
non-executive director of the Company.




	 	 	 	 	 	 	 
	Signed:

	 	 	 	Date:
	 	March 2009
	 
	 	 	 	 	 	 
	 

	 	Sir Samuel Jonah	 	 	 	 







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