VODAFONE

About us
We’ve come a long way since making the first ever mobile call in the on 1 January 1985. Today, more than 359
million customers around the world choose us to look after their communications needs. In 25 years, a small
mobile operator in Newbury has grown into a global business and the seventh most valuable brand in the world.
We now operate in more than 30 countries and partner with networks in over 40 more.

In an increasingly connected world, it’s no longer just about being able to talk and text. Our network allows people
to share images and videos as soon as they’re captured; to share thoughts and feelings as soon as they’re created.
And because we now do more than just mobile in many markets, more customers look to Vodafone for great value
in their fixed line and broadband services too.

Vodafone understands that businesses need a communications partner with solutions that scale and adapt as their
business needs change. They may need a few smart phones for voice and email on the move. Or they may require a
fully integrated solution that enables sharing of documents, video conferencing and access to corporate
applications from any location. Whatever their size and whatever their need, we are constantly looking for new,
innovative ways to help our business customers grasp every opportunity in a simple and straightforward way.

Our commitment to the community in which we operate extends beyond the products and services we offer. The
cornerstone of our commitment to global social investment is the Vodafone Group Foundation. Funded by annual
contributions from the Vodafone Group, the Foundation and its network of 27 country foundations supports the
community involvement activities of Vodafone and funds selected global initiatives directly.

True to our origins, Vodafone has always committed to deliver useful and inspiring innovation. In 1991 we enabled
the world’s first international mobile roaming call. In 2002, with Vodafone Live! we set a new standard for mobile
communications with internet access on the move. Fuelled by the desire for sustainable innovation, we recently
introduced Vodafone Money Transfer which allows customers in emerging markets to send and receive money
safely and easily using their mobile phone. We’ve also caused a stir in the industry with the Vodafone 150 – our
most affordable ultra low cost handset yet.

We’re a brand that loves change – if it’s not happening naturally then we’re creating it ourselves. It’s in our DNA
to push forward, to create a better future, to never rest and find new ways that help people communicate. That’s
the lifeblood that runs throughout Vodafone. We are driven to empower people.

To find that spark that empowers you is why we are in business. That’s what we mean when we say ‘power to
you’.

Where we are
Local markets

Vodafone Group Plc is the world's leading mobile telecommunications company, with a significant presence in
Europe, the Middle East, Africa, Asia Pacific and the United States through the Company's subsidiary
undertakings, joint ventures, associated undertakings and investments.

Partner markets
Vodafone Group has entered into arrangements with network operators in countries where the Group does not hold
an equity stake. Under the terms of these Partner Market Agreements, Vodafone and its partner operators co-
operate in the marketing of global products and services with varying levels of brand association.

This strategy enables Vodafone to implement services in new territories and to create additional value to their
partners' customers and to Vodafone's travelling customers without the need for equity investment in these
countries.

Similar agreements also exist with a number of the Group’s joint ventures, associated undertakings and
investments (the affiliates).

Supply chain
Vodafone sits at a pivotal position in the supply chain, linking the end customer with a complex pyramid of supply.
We source equipment for our networks and the handsets we sell from third-party manufacturers which themselves
source components and assembled products from other suppliers.

We strive to work with suppliers that maintain high labour and environmental standards. Our Code of Ethical
Purchasing (CEP) sets out Vodafone’s expectations of suppliers. Our strategy is to monitor, assess and work with
our Tier 1 suppliers – those that provide us with products and services directly – to help them improve their
sustainability management and performance.

We believe that ensuring our Tier 1 suppliers take responsibility for working with their own Tier 1 suppliers – and
have the capability to do so – is the best way to achieve sustained improvement throughout the supply chain.

Ensuring we have robust processes in place to manage sustainability risks in the supply chain is becoming more
important to Vodafone as we extend our range of Vodafone-only branded products and increasingly outsource the
deployment of our networks.

Vodafone-only branded handsets and datacards require us to deal directly with contract manufacturers in Asia,
rather than through established consumer brands. While this enables us to control more closely the design,
specification and cost of devices, it also increases the risk and potential impact on our reputation if issues occur as
Vodafone is the only brand label on the product. Our site assessment process helps us manage this risk.

Much of our network construction and maintenance is now outsourced to contractors – particularly in emerging
markets – reducing our direct control. We therefore need to ensure contractors are very clear about our required
standards. We are working hard to improve their management of critical issues such as health and safety.

Embedding sustainability throughout the ICT supply chain is clearly not something that Vodafone can do alone. As
well as working with our own suppliers, we engage with others in our industry to promote wider action through
joint activities.

Increasingly, we also rely on suppliers to design products and services that can enable our customers to be more
sustainable in their daily life and help us reduce emissions from our own operations – helping Vodafone become
more competitive.

Customers
We put customers at the heart of our business. We want them to value their experience with Vodafone, using
innovative products and services across wide-ranging, high speed, reliable networks.
Vodafone is investing in mobile applications that will promote economic development, improve quality of life for
customers, and help business customers and consumers cut their carbon footprint.

Access to communications
Extending access to communications will help to maximise our contribution to a sustainable society, and it is also
good business. We are working hard to extend the benefits of mobile to more people in emerging markets by
expanding the reach of our networks and introducing more affordable products. Vodafone also offers applications
designed to meet specific needs such as mobile money transfer services for people without bank accounts and
mobile solutions to improve the efficiency of healthcare.

We also aim to make mobile communications more accessible for disabled and elderly customers – increasingly
important with an ageing population in many of our markets. Our local markets offer a range of products, services
and tariffs to increase accessibility for customers who are blind or visually impaired, deaf or hard of hearing, or
elderly.

Earning customer trust

Maintaining our customers’ trust by acting responsibly is essential to achieving these long-term sustainability
goals, strengthening our brand and ensuring our continued commercial success. Trust in Vodafone depends on
three main factors: the reliability of our network, products and services; clear and fair pricing; and our approach to
protecting customers’ privacy and safety. Our aim is to ensure customers are satisfied with our service and in
control of how they use it.

Customers and the environment

Our products and services can enable our customers to have more sustainable lifestyles in a low-carbon society
(see enabling a low-carbon economy). However, we recognise there are environmental impacts associated with our
products’ design, manufacture and distribution, and their operation and disposal. As well as working to reduce
impacts from our operations and supply chain, we also aim to help our customers reduce impacts during use and
disposal of our products.

Our approach
Vodafone does not consider sustainability as a philanthropic gesture or add-on. It is part of our core business (see
our strategy). Our sustainability management mirrors the way we manage our business, with a global team of
sustainability managers working across the business with a presence in each local market.

A key challenge for a large multinational company is to embed sustainability at every level in every local market.
Achieving this means communicating with employees and creating an organisational culture where the instinctive
course of action is the responsible course of action, based on our Business Principles.

Our approach to sustainability is to:

• Engage with stakeholders to understand their expectations

• Respond to stakeholders with our evolving sustainability targets and programmes.
• Report progress back to our stakeholders.

Understanding our stakeholders and their priorities

We recognise that as our business evolves, new sustainability challenges emerge. We conduct extensive
stakeholder engagement to identify the issues most material to our business and shape our strategy accordingly.

Responding to stakeholders' expectations

By listening to stakeholders and responding to their concerns, we have made significant progress in our
sustainability programme. See our latest Sustainability Report for more details on our performance.
Reporting our progress back to stakeholders
We monitor sustainability performance across the Group through robust internal reporting systems. We report our
progress to stakeholders through our Group Sustainability Report. Our progress against objectives and our
alignment to the principles of AA1000 is subject to external assurance. Many of our local markets also publish
their own sustainability reports to respond to the concerns of local stakeholders.

Organisation structure

Business principles
Our Vision and Values guide the way we act. Our Vision is to be the world’s mobile communication leader –
enriching customers’ lives, helping individuals, businesses and communities be more connected in a mobile world.
Our Values are about how we feel – in other words the Passions that make us the company we are.

One of our four corporate Values is 'Passion for the world around us':

"We will help the people of the world to have fuller lives - both through the services we provide and through the
impact we have on the world around us."

At the start of 2002, we introduced a set of ten Business Principles to make our Vision and Values happen. These
define our relationships with all our stakeholders and govern how Vodafone conducts its day-to-day business.

Our Business Principles apply to all Vodafone operating companies (majority owned businesses). We also promote
the Principles to our associate companies (where Vodafone holds a minority stake) and business partners. Chief
Executives are responsible for ensuring application of the Principles within their business.

Every employee is expected to act in accordance with the Business Principles. If employees have concerns about
the application of the Principles, they can ask their local human resources managers for further advice, or contact
the Group Human Resources Director or the Group Audit Director. We are incorporating training on our business
principles into our employee induction process.
Strategy update - November 2010
In November 2008 we implemented a strategy to strengthen Vodafone in a sharply deteriorating economic climate.
Since then Vodafone has returned to organic revenue growth and gained revenue market share in the majority of
our markets. On an annualised basis the Group’s mobile data business has grown to nearly £5 billion and fixed line
revenue, primarily broadband, has grown to over £3 billion. Revenue generated from enterprise customers has also
returned to growth. In emerging markets India gained the number two market position by revenue, South Africa
has retained its number one position and Turkey is now generating profitable double digit revenue growth. The
Group has generated free cash flow well ahead of the £5 billion to £6 billion target established in 2008, allowing
the Board to establish a three year 7% dividend per share growth policy.

Since November 2008 we have seen tangible evidence of accelerating mobile data adoption where consumers and
business customers are seizing the benefits of fast, reliable mobile data networks using smartphones and other
mobile data devices such as tablets. We are also seeing increased interest in broader data-based services like
payments via handsets and an initial wave of mobile devices for homes and cars. In emerging economies, where
revenue growth is still being driven by increasing penetration of mobile devices, data penetration is low but
demand for access to the internet is high and to a large extent can only be satisfied by mobile networks.

The execution of our updated strategy, announced today, will create a more valuable business, establish Vodafone
as the leading operator in mobile data in Europe, India and Africa and further develop our market position in total
communications.

We will pursue a growth strategy focused particularly on Europe, Africa and India

1. Mobile data: we will capitalise on the rapid increase in demand for ubiquitous mobile data services and
accelerate the rate of adoption by customers in underpenetrated markets by:

• serving our customers’ demand for networks with wide and deep coverage, high speed capability and
reliability, by continuing to invest in our already leading European networks and further developing our
data networks in our Indian and African markets;
• transitioning our data pricing plans to tiered plans and differentiated service levels, to encourage data
adoption and adjust pricing to usage, thereby giving customers more control and driving better returns on
our investment;
• enhancing our customer care, retail presence, online services and support, to ensure that
• customers get the best data experience with Vodafone; and
• carrying a balanced portfolio of smartphones and connected devices, with all leading brands, and
supplementing our range with attractively priced Vodafone-branded smartphones to accelerate further
smartphone penetration across our customer base.

2. Enterprise: we will further grow enterprise revenue through the introduction of new services for the SME,
SoHo and Corporate segments, increasing our addressable market and building on the momentum of Vodafone
Global Enterprise and Vodafone One Net.

3. Emerging markets: we will continue to generate revenue growth from driving penetration of mobile voice and
SMS and accelerating the adoption of affordable data into our attractive markets across India and Africa.

4. Total Communications: in Europe, where we see early signs of convergence, we will build on our recent
success in fixed broadband and continue to secure over time access to fast broadband to allow us to service the
enterprise and consumer markets in a capital efficient manner.

5. New services: we will selectively expand into a number of new growth segments including machine-to-machine
services and financial mobile services.
We will continue to drive benefits from the Group’s scale advantage and cost focus

The current composition of the Group has increased efficiency and enabled us to achieve favourable comparative
cost positions in many markets. We will continue to generate significant savings from technology standardisation,
off-shoring, outsourcing and platform sharing. Our supply chain management programmes will enable us to
continue to reduce our cost to carry in an increasingly data driven environment. The Group’s second £1 billion cost
efficiency programme is on track and we continue to identify further ways to simplify and standardise our business
to increase efficiency.

We will seek to generate free cash flow or liquidity from non-controlled assets and investments

Non-controlled assets (primarily Verizon Wireless and SFR) constitute a significant proportion of the Group’s
assets but only generate a small proportion of reported free cash flow. We will seek to maximise the value of non-
controlled assets in a tax efficient manner either through generating liquidity or increased regular free cash flow in
order to fund profitable investment and enhance shareholder returns.

Verizon Wireless, the Group’s largest non-controlled asset, is the market leader in an attractive market and is
performing strongly. SFR is well positioned as a converged operator in the French market. Vodafone’s
proportionate share of free cash flow from Verizon Wireless and SFR was around £5 billion last year. However,
the net cash flow from these two assets was only around £1 billion in the 2010 financial year. The opportunity for
incremental value creation is, therefore, substantial.

In addition, we will actively manage our investment portfolio and seek out value enhancing opportunities –
wherever possible – as we have done with the sale of the Group’s investment in China Mobile and in SoftBank
which was announced today.

We will continue to apply capital discipline to our approach to investment

We continue to apply capital discipline to our investment decisions. We apply rigorous commercial analysis and
demanding hurdle rates, including our existing M&A criteria, to ensure that any investment and corporate activity
will enhance shareholder returns. Adhering to our target credit rating of low single A continues to provide the
Group with a low cost of debt and good access to liquidity. We will continue to undertake regular reviews of
Vodafone’s entire portfolio to ensure that we optimise value for shareholders.

Improved guidance for the 2011 financial year and medium-term targets

For the current year we have updated our guidance and increased our expectations for adjusted operating profit,
reflecting the higher than expected revenue growth in each of the Group’s regions and the current strong
performance at Verizon Wireless. We continue to expect free cash flow to be in excess of £6.5 billion.

As we implement our updated strategy in the three financial years to FY 2014, we expect to generate organic
revenue growth in the range of 1% to 4% per annum, stabilising Group EBITDA margins and free cash flow
generation of between £6 billion and £7 billion per annum from the Group’s existing operations.

Summary

The focused execution of our November 2008 strategy in a challenging economic environment has enabled the
Group to return to organic revenue growth and delivered sustainable high cash flows whilst maintaining investment
in technology and customer experience.

Our updated strategy, announced today, will position Vodafone to take full advantage of the most valuable
telecommunications growth opportunities ahead, deliver sustainable revenue growth and stabilising EBITDA
margins. This, together with our pursuit of liquidity and value from the Group’s non-controlled investments, will
drive enhanced free cash flow and returns for shareholders.

Code of ethics

Explanatory note

Section 406 of the US Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"), and the rules issued by the US Securities
and Exchange Commission ("SEC") thereunder, require an SEC reporting company to disclose whether or not it
has adopted a written code of ethics applicable to the company's senior financial officers, including the company's
principal executive officer. This Code of Ethics ("Code") has been adopted by Vodafone Group Plc ("the
Company") in accordance with these provisions. Furthermore the Company is required to disclose whether, during
the financial year being reported, it has amended the Code or granted a waiver from any provision of the Code. It is
not the Company's intention to grant or permit waivers from the requirements of this Code.

The SEC encourages companies to apply the code of ethics to as broad a spectrum of personnel and affiliates as
practicable and accordingly the Code affects a wider group of employees than specified by Sarbanes-Oxley. The
Code is separate from the Company's Business Principles. Those to whom the Code applies are required to adhere
to its provisions completely and to address any perceived conflict with the Company's Business Principles with the
Group General Counsel and Company Secretary.

This explanatory note is not part of the Code.

1. Introduction

The Board of Directors of Vodafone Group Plc has adopted this code of ethics (the "Code"), which is applicable to
all its Relevant Officers (as defined in paragraph 2 below), to
promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
promote the full, fair, accurate, timely and understandable disclosure of the Company's financial results in
accordance with applicable disclosure standards, including, where appropriate, standards of materiality;
promote compliance with applicable governmental laws, rules and regulations;
deter wrongdoing; and
require prompt internal reporting of breaches of, and accountability for adherence to, the Code.

The Code may be amended only by resolution of the Board of Directors of Vodafone Group Plc save for changes
of a technical, administrative or non-substantive nature which may be made by the Group General Counsel and
Company Secretary. In the Code, "Company" means, in appropriate context, either Vodafone Group Plc or a
subsidiary of Vodafone Group Plc

2. Relevant Officers

The Code is applicable to

The Chief Executive of Vodafone Group Plc;

The Chief Financial Officer of Vodafone Group Plc;

The Head of Financial Planning and Analysis;

The Group Director of Financial Reporting;

The Group Financial Controller;

The Group Corporate Finance Director;

The Group Finance Operations Director;

The Group Internal Audit Director;

The Governance Director, Verizon

All Financial Directors/Chief Financial Officers of Vodafone's Regions;

All Financial Directors/Chief Financial Officers of subsidiary companies of Vodafone Group Plc; and

For the purposes of the Code, employees from time to time holding any of the above positions shall be a Relevant
Officer.

3. Honest and Ethical Conduct

Each Relevant Officer owes a duty to the Company to act with integrity. Integrity requires, among other things,
being honest and candid. Deceit, dishonesty and subordination of principle are inconsistent with integrity. Service
to the Company should never be subordinated to personal gain and advantage.

Specifically, each Relevant Officer must:

Act with integrity, including being honest and candid while still maintaining the confidentiality of Company
information where required or in the Company's interests.

Observe, fully, applicable governmental laws, rules and regulations.

Comply with the requirements of applicable accounting and auditing standards and Company policies in the
maintenance of a high standard of accuracy and completeness in the Company's financial records.

Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical
business practices.

Avoid conflicts of interest wherever possible. Anything that would be a conflict for a Relevant Officer will also be
a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest
situations, if material, include the following:

any significant ownership interest in any supplier or customer;

any consulting or employment relationship with any customer, supplier or competitor;

any outside business activity that detracts from an individual's ability to devote appropriate time and attention to
his or her responsibilities with the Company;

the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the
Company has current or prospective business dealings;
being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any
close relative;and

selling anything to the Company or buying anything from the Company, except on the same terms and conditions
as comparable officers or directors are permitted to so purchase or sell.

4. Disclosure

The Company strives to ensure that the contents of and the disclosures in the reports and documents that the
Company files with the Securities and Exchange Commission (the "SEC") and other public communications shall
be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including
standards of materiality, where appropriate.

Each Relevant Officer must;

not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or
outside the Company, including to the Company's independent auditors, governmental regulators, self-regulating
organisations and other governmental officials, as appropriate;

in relation to his or her area of responsibility, properly review and critically analyse proposed disclosure for
accuracy and completeness.

In addition, the Chief Executive, the Chief Financial Officer, the Group Financial Controller and the Group
Director of Financial Reporting must familiarise himself or herself with the disclosure requirements applicable to
the Company as well as the business and financial operations of the Company.

5. Compliance

It is the Company's policy to comply with all applicable governmental laws, rules and regulations. It is the personal
responsibility of each Relevant Officer to, and each Relevant Officer must, adhere to the standards and restrictions
imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.

6. Reporting and Accountability

The Audit Committee of the Board of Vodafone Group Plc is responsible for applying this Code to specific
situations in which questions are presented to it and has the authority to interpret this Code in any particular
situation. Any Relevant Officer who becomes aware of any existing or potential breach of this Code is required to
notify the Group General Counsel and Company Secretary promptly. Failure to do so is itself a breach of this
Code.

Specifically, each Relevant Officer must:

Notify the Group General Counsel and Company Secretary promptly of any existing or potential violation of this
Code.

Not retaliate against any employee or Relevant Officer for reports of potential violations that are made in good
faith.

The Audit Committee shall take all action it considers appropriate to investigate any breaches reported to it. If a
breach has occurred, the Company will take such disciplinary or preventive action as the Board of Directors deems
appropriate, after consultation with the Audit Committee.

Specifically, the Company will follow the following procedures in investigating and enforcing this Code and in
reporting on the Code:

Breaches and potential breaches will be reported by the Group General Counsel and Company Secretary to the
Audit Committee.

The Audit Committee will take all appropriate action to investigate any breaches reported to it.

If the Audit Committee determines that a breach has occurred, it will inform the Board of Directors.

Upon being notified that a breach has occurred, the Board will take or authorise such disciplinary or preventive
action as it deems appropriate, after consultation with the Audit Committee, up to and including dismissal or, in the
event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement
authorities.

Any changes to or waivers of this Code will be disclosed in the Company's annual report on Form 20-F.

7. Waivers

Any waiver (defined below) or an implicit waiver (defined below) from a provision of this Code is required to be
disclosed in the Company's Annual Report on Form 20-F or a Report on Form 6-K filed with the SEC. A waiver is
defined by SEC rules as a material departure from a provision of the Code and an implicit waiver means failure to
take action within a reasonable period of time regarding a material departure from a provision of the Code that has
been made known to an executive officer of the Company. Relevant Officers should note that it is not the
Company's intention to grant or to permit waivers from the requirements of this Code. Relevant Officers should
note that the Company expects full compliance with this Code.

8. Other Policies and Procedures

The Company's more detailed policies and procedures set out in the Group Governance and Policy Manual are
separate requirements applying to Relevant Officers and others and are not part of this Code.

9. Enquiries

All enquiries in relation to this Code or its applicability to particular people or situations should be addressed to the
Group General Counsel and Company Secretary.