DE CRÉDITOS EUROPEO (ECTS)

(incorporated in England and Wales with registered number 01833679)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting (the ‘‘General Meeting’’) of Vodafone Group Plc (the ‘‘Company’’) will be held at 11.15 a.m. (London time) at Hilton London Metropole Hotel, 225 Edgware Road, London W2 1JU on 28 January 2014 (or as soon thereafter as the Court Meeting (as defined in the circular to the Company’s shareholders dated 10 December 2013 of which this notice of general meeting forms part (the ‘‘Circular’’)) convened for 11.00 a.m. (London time) on the same day and at the same place, by an order of the High Court of Justice, shall have concluded or been adjourned) for the purpose of considering and, if thought fit, passing the following resolutions of which the resolution numbered 1 will be proposed as an ordinary resolution and the resolutions numbered 2, 3 and 4 will be proposed as special resolutions:

RESOLUTIONS 1. THAT:

1.1 the proposed disposal of all of the shares in Vodafone Americas Finance 1 (as described in the Circular) by Vodafone 4 Limited (‘‘V4L’’) to Verizon Communications Inc. (‘‘Verizon’’) (the ‘‘VZW Transaction’’) on the terms and subject to the conditions of the stock purchase agreement dated 2 September 2013, entered into between the Company, Vodafone 4 Limited and Verizon, as amended (the ‘‘VZW SPA’’), and the acquisition by Vodafone Europe B.V. of all of Verizon Business International Holding BV’s shares in Vodafone Omnitel N.V. (as described in the Circular) (the ‘‘Vodafone Italy Transaction’’ and, together with the VZW Transaction, the ‘‘Transactions’’) pursuant to the terms of the share purchase agreement entered into between Vodafone Europe B.V. and Verizon Business International Holding B.V. dated 2 September 2013 (the ‘‘Vodafone Italy Agreement’’) be and are hereby approved for the purposes of Chapters 10 and 11 of the Listing Rules as Class 1 transactions and related party transactions; and

1.2 the directors of the Company (the ‘‘Directors’’) be and are hereby authorised to: (i) conclude and implement the Transactions in accordance with the VZW SPA and the Vodafone Italy Agreement; (ii) do all such acts and things and execute all such agreements and make such arrangements as may seem to them necessary, expedient or appropriate to give effect to, or otherwise in connection with, the Transactions and/or the associated and ancillary arrangements relating thereto; and (iii) agree and make such modifications, waivers or amendments to the terms and conditions of the VZW SPA and the Vodafone Italy Agreement and/or to the associated and ancillary arrangements relating thereto (providing such modifications, waivers or amendments are not material) as they may in their absolute discretion think necessary, expedient or appropriate.

2. THAT, conditional on the passing of resolution 1 above:

2.1 (i) with effect from the passing of this resolution 2, the articles of association of the Company be amended by adding the following new article 166:

‘‘166. Shares subject to the Scheme

166.1 Terms defined in the circular published on or around 10 December 2013 (the ‘‘Circular’’) shall have the same meaning in this Article 166.

166.2 Notwithstanding any other provision of these Articles, any Ordinary Shares issued (if any) at or after the Voting Record Time and prior to the Consolidation Effective Time, shall be issued or shall be deemed to have been issued subject to the terms of the Scheme and the holder or holders of such Ordinary Shares shall be bound by the Scheme accordingly. 166.3 In the event that the Scheme is not sanctioned at the First Court Hearing or lapses, is

withdrawn or does not become effective in accordance with its terms, this article 166 shall (on the earlier of completion or termination of the VZW Transaction) automatically be, and shall be deemed to be, of no effect and shall be deleted and replaced with the wording ‘‘Article 166 has been deleted’’; but the validity of anything done under Article 166 before

that date shall not otherwise be affected and any actions taken under Article 166 before that date shall be conclusive and not be open to challenge on any grounds whatsoever.’’ (ii) the draft articles of association produced to the meeting, marked ‘‘A’’ and signed by the Chairman

of the meeting for the purposes of identification (the ‘‘New Articles of Association’’), be and are hereby approved and, with effect from immediately prior to the commencement of the First Court Hearing (as defined in the Circular), be adopted as the articles of association of the Company, in substitution for and to the exclusion of all previous articles of association of the Company;

2.2 for the purpose of giving effect to the scheme of arrangement dated 10 December 2013 (the ‘‘Scheme’’) between the Company and the holders of Scheme Ordinary Shares (as defined in the Scheme), a copy of which has been produced to this meeting and for the purposes of identification signed by the Chairman of the meeting, in its original form or subject to any modification, addition or condition agreed by the Company (and Verizon or V4L, where relevant) or approved or imposed by the Court:

(A) (i) the Directors be and are hereby authorised pursuant to section 610 of the Companies Act 2006 to capitalise such sum standing to the credit of the Company’s share premium account as may be required to pay up in full up to the maximum number of B Shares (as defined in the Scheme), each with a nominal value determined in accordance with the Scheme, which may be allotted pursuant to the authority given by sub-paragraph 2.2(B)(i) below; and (ii) the Directors be and are hereby authorised pursuant to section 610 of the Companies Act

2006 to capitalise such sum standing to the credit of the Company’s share premium account (as may be reduced by any amount applied in paying up in full the B Shares pursuant to the authority given by sub-paragraph 2.2(B)(i) below) as may be necessary to pay up in full up to the maximum number of C Shares (as defined in the Scheme), each with a nominal value of $0.00001, which may be allotted pursuant to the authority given by sub-paragraph 2.2(B)(ii) below;

(B) the Directors be and are hereby authorised pursuant to section 551 of the Companies Act 2006, to exercise all powers of the Company to allot and issue credited as fully paid up (provided that the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company or close of business on 28 January 2015, whichever is earlier):

(i) B Shares up to an aggregate nominal amount equal to the difference between (a) the dollar equivalent amount of £34,297,000,000 (calculated by the Company by reference to the spot rate of exchange for the purchase of dollars in the London foreign exchange market, as quoted by WM/Reuters at or as near as practicable to the Distribution Record Time) and (b) the aggregate nominal amount of C Shares allotted and issued pursuant to sub- paragraph (ii) below; and

(ii) C Shares up to an aggregate nominal amount of $533,105,

to the holders of the Scheme Ordinary Shares on the basis of one B Share or one C Share for each Scheme Ordinary Share held and recorded on the register of members of the Company at the Distribution Record Time (as defined in the Scheme), in accordance with (i) the terms of the Circular (ii) the Directors’ determination (as described in the Circular) as to the number of B Shares and C Shares to be allotted and issued and (iii) subject to the terms set out in the Circular and the aforementioned Directors’ determination, valid elections made (or deemed to be made) by the holders of Scheme Ordinary Shares pursuant to the terms of the Circular whether to receive B Shares and/or C Shares;

(C) subject to the allotment and issue of the B Shares and C Shares:

(i) the Company’s existing capital redemption reserve be cancelled; and

(ii) the Company’s share premium account (for the avoidance of doubt, as reduced by the allotment and issue of the B Shares and C Shares) be reduced to £16,107,000,000 (unless it shall previously have been reduced to a lower amount pursuant to paragraph (B)(i) above, in which case there shall be no reduction of the share premium account);

(D) subject to the allotment and issue of the B Shares and C Shares, the issued share capital of the Company be reduced by cancelling all of the B Shares, and the capital paid up on the B Shares be

repaid to the holders of B Shares pro tanto in proportion to their holdings, such repayment to be effected in accordance with the terms of the Scheme;

(E) subject to the reductions of capital as described in paragraphs 2.2(C) of this resolution 2 taking effect and conditional upon the amendment to the Official List of the UK Listing Authority in respect of the New Ordinary Shares (as defined below), the Ordinary Shares in the capital of the Company in issue at the Consolidation Effective Time (as defined in the Scheme):

(i) be consolidated into one ordinary share of the Company (the ‘‘Intermediate Share’’); and (ii) immediately thereafter, the Intermediate Share be subdivided into new ordinary shares in

the capital of the Company (the ‘‘New Ordinary Shares’’) on the basis that the number of New Ordinary Shares shall be equal to the number obtained by multiplying the number of Ordinary Shares at the Consolidation Effective Time by the fraction X:Y, where:

(a) ‘‘X’’ is the difference between (a) the closing price of an Ordinary Share on the London Stock Exchange on the third Business Day prior to the Effective Date (each as defined in the Scheme) and (b) the aggregate sterling-equivalent amount of the Cash Entitlement and Verizon Consideration Share Entitlement (each as defined in the Scheme). For these purposes, (i) the value of the Verizon Consideration Share Entitlement shall be determined by multiplying the relevant number of Verizon Consideration Shares (as defined in the Scheme, and which may be a fraction) comprising the Verizon Consideration Share Entitlement by the closing price of Verizon’s common stock on the New York Stock Exchange on the third Business Day prior to the Effective Date, as reported through Bloomberg) and (ii) the sterling- equivalent amount of the Cash Entitlement and the Verizon Consideration Share Entitlement shall be calculated by reference to the spot rate of exchange for the purchase of sterling in the London foreign exchange market, as quoted by WM/Reuters on the third Business Day prior to the Effective Date; and

(b) ‘‘Y’’ is the closing price of an Ordinary Share on the London Stock Exchange on the third Business Day prior to the Effective Date,

subject to such adjustments as the Directors may determine to deal with fractions, rounding or other practical problems or matters which may result from such consolidation and sub-division and/or to achieve a basis for consolidation and sub-division which in their judgment is the most appropriate to seek to maintain comparability of the Company’s share price before and after the share consolidation, and provided that, where such consolidation and sub-division would result in any member being entitled to a fraction of a New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of a New Ordinary Share (if any) to which other members of the Company would be similarly so entitled and the Directors of the Company be and are hereby authorised to sell (or appoint any other person to sell) to any person all the New Ordinary Shares representing such fractions in the open market at the price prevailing at the time of sale to any person(s), and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant members who would otherwise be entitled to the fractions so sold, save that (i) any fraction of a penny (or equivalent) which would otherwise be payable shall be rounded up or down in accordance with the usual practice of the registrar of the Company and (ii) any due proportion of such proceeds of less than £3.00 (net of expenses) shall be retained by the Company and donated to the charity ShareGift (registered charity 1052686) and the relevant member shall not be entitled thereto (and in order to implement the provisions of this paragraph, any Director (or any person appointed by the Directors) shall be and is hereby authorised to execute one or more instrument(s) of transfer in respect of such New Ordinary Shares on behalf of the relevant member(s) and to do all acts and things the Directors consider necessary or desirable to effect the transfer of such New Ordinary Shares to, or in accordance with the directions of, any buyer of such New Ordinary Shares);

2.3 the terms of the agreement dated 10 December 2013 between LDC (Shares) Limited (the ‘‘Holder’’) and the Company (a copy of which is produced to the meeting and initialled for the purposes of identification by the Chairman) under which (among other things) the Holder grants the Company an option to purchase from the Holder, and the Company grants the Holder an option to sell to the Company, all the Deferred Shares (and Deferred B Shares, if any) (each as defined in the Circular) in issue at the date on which such option is exercised by the Company or the Holder (as applicable), for

an aggregate consideration of US$0.01, be and are hereby approved and authorised for the purposes of section 694 of the Companies Act 2006 and otherwise, but so that such approval and authority shall expire on 31 October 2015; and

2.4 conditional on the share consolidation described in paragraph 2.2(E) above taking effect, the New Articles of Association be amended by amending the definition of ‘‘Ordinary Shares’’ therein to remove the current nominal value of US$0.113_{⁄7 each and replacing it with the nominal value of the}

New Ordinary Shares.

3. THAT, conditional on the passing of resolutions 1 and 2 above, and on the share consolidation described in paragraph 2.2(E) of resolution 2 taking effect, and in substitution for the authority granted at the Company’s annual general meeting on 23 July 2013 (the ‘‘2013 AGM’’), the Company be generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (as defined in section 693 of the Companies Act 2006) of Ordinary Shares in the capital of the Company provided that:

(A) the maximum aggregate nominal value of shares which may be purchased is equal to the nominal value represented by such percentage of New Ordinary Shares as is equal to the difference between (i) 10 per cent. and (ii) the percentage of Ordinary Shares repurchased by the Company pursuant to the authority granted under resolution 21 at the 2013 AGM between the date of the 2013 AGM and the date on which this resolution 3 takes effect;

(B) the minimum price which may be paid for each share is the nominal value of each New Ordinary Share at the time of the repurchase;

(C) the maximum price (excluding expenses) which may be paid for any New Ordinary Share will not exceed the higher of (1) 5 per cent. above the average closing price of such shares on the London Stock Exchange Daily Official List for the five business days prior to the date of purchase and (2) the higher of the price of the last independent trade and the highest current independent bid as stipulated by Article 5(1) of the Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003); and

(D) this authority shall expire at the conclusion of the annual general meeting of the Company held in 2014, unless such authority is renewed prior to that time (except in relation to the purchase of New Ordinary Shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry).

4. THAT the directors of the Company be authorised to take all such action as they may consider necessary or appropriate in connection with the aforementioned resolutions.

10 December 2013 By Order of the Board Rosemary Martin Company Secretary Vodafone House The Connection Newbury Berkshire

Registered in England & Wales RG14 2FN

Notes to the Notices of Court Meeting and General Meeting

1. A shareholder is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend and to speak and vote at the Court Meeting and the General Meeting. A shareholder may appoint more than one proxy in relation to the Court Meeting and the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not also be a shareholder of the Company. Shareholders who have lodged a proxy (whether by post, via the internet, or by submitting a CREST message (if applicable)) are not precluded from attending and voting at the meeting themselves.

2. To appoint a proxy (a) the Form of Proxy and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority) must be sent to the Company’s Registrars, Corporate Actions 3, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AR, or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with Note 9, or (c) the proxy appointment must be registered electronically on the website at vodafone.com/courtmeeting and vodafone.com/generalmeeting, in each case so as to be received no later than 11.00 a.m. on 26 January 2014 for the Court Meeting and 11.15 a.m. on 26 January 2014 for the General Meeting.

3. Any person who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a ‘‘Nominated Person’’) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Court Meeting and the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The rights relating to proxy appointments in Note 1 do not apply directly to Nominated Persons.

4. Entitlement to attend and vote at the Court Meeting and the General Meeting, and the number of votes which may be cast at the Court Meeting and the General Meeting, will be determined by reference to the Company’s register of members at 6.00 p.m. on 26 January 2014 or, if the meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.

5. A copy of this Notice of Meeting and other information required to be displayed will be available for inspection at the registered office of the Company during normal business hours on any weekday (excluding Saturday, Sunday and public holidays) from the date of this Notice of Court Meeting and the General Meeting until (and including) the date of the Court Meeting and the General Meeting.

6. As at 6 December, which is the latest practicable date before publication of this Notice of Court Meeting and the General Meeting, the Company’s issued share capital comprised 52,821,686,866 Ordinary Shares of US 113_{⁄7 cents each (including}

treasury shares) and 50,000 7 per cent. cumulative fixed rate shares of £1 each. The total number of votes exercisable as at 6 December 2013 was 48,464,134,023. The holders of Ordinary Shares are entitled to attend and vote at general meetings of the Company. On a vote by show of hands every ordinary shareholder who is present and entitled to vote has one vote and every proxy present who has been duly appointed by a shareholder entitled to vote has one vote. On a vote by poll every ordinary shareholder who is present in person or by proxy has one vote for every Ordinary Share held. The holders of 7 per cent. cumulative fixed rate shares are only entitled to attend and vote at general meetings of the Company in very limited