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Business                                           Additional             Vodafone Group Plc
              Overview     review       Performance  Governance  Financials   information    13      Annual Report 2013

              Vodafone share price vs STOXX Europe 600 Index                     Cash returns to shareholders
              1 April 2010 to 20 May 2013, in €, rebased to 100                  Strong cash returns to shareholders are an established
              140                                                                priority for Vodafone. The ordinary dividend is the
                                                                                 core element of shareholder remuneration, with any
              130                                                                surplus capital distributed via special dividend or share
              100                                                                 2010     £4.1bn
               80                                                                 2011            £6.6bn
               70                                                                 2012                    £10.2bn
                 April 2010          April 2011          April 2012  April 2013
                 Vodafone share price  STOXX Europe 600 Index                     2013           £6.4bn
              For legal reasons it should be noted that past performance cannot be relied on as a guide to future performance.

                                                                                      You can ind more information on our
                                                                                      remuneration policies on pages 67 to 82

                                                                                      You can ind more information on our
                                                                                      sustainability programmes on pages 36 and 37

             with him a depth of insight into internet   revised UK Corporate Governance Code a year   Aligning management’s interests
             businesses built up over nearly 20 years   earlier than required. These include the Board’s   to shareholders’
             as a pioneer in the industry.     conirmation that the report presents a fair,   Our incentive schemes have a bias towards
             Sir John Buchanan stepped down from   balanced and understandable assessment   long-term, share-based plans, which
             his role as Deputy Chairman and Senior   of Vodafone’s position and prospects, and an   incentivise our leaders to prioritise multi-year
             Independent Director in July 2012, after nine   enhanced audit report. We have also adopted   investment decisions and align their interests
             years of dedicated service to the Vodafone   some of the new disclosure requirements on   closely with those of institutional shareholders.
             Board. His experience was invaluable   directors’ remuneration a year early.  We deepened this alignment last year
             to me personally in my irst year as Chairman,                       by introducing shareholding requirements
             and I would like to thank him for his wisdom   Strong capital discipline  throughout the senior leadership team.
             and commitment. I am delighted that   The Board considers the ordinary dividend   The Executive Committee owns Vodafone
             Luc Vandevelde agreed to become Senior   to be the core element of shareholder   shares worth around 500% of their combined
             Independent Director in Sir John’s place.  remuneration, and something on which   salaries in total.
             Luc has also served on the Board for nine   shareholders should be able to depend. This   You can ind more information on our
                                               year we raised our ordinary dividend per share
             years, and has therefore reached the   by 7% for the third year in a row, and remain   remuneration policies on pages 67 to 82.
             milestone after which the UK Corporate   focused on at least maintaining the dividend
             Governance Code recommends Boards   per share at this level in the future.  Vodafone’s role in society
             take account of a director’s period of service
             when considering whether or not he remains   In addition, during the year we completed   Mobile technology is a massive driver
             independent. The Board considers that   a £6.8 billion share buyback programme,   of economic and social improvement.
             it is not in the best interests of shareholders   funded by the disposal of non-controlling   Our vision is to unleash the power of Vodafone
             to lose the experience of two such   interests, and committed an additional   to help transform societies and enable
             distinguished international business leaders   £1.5 billion to share buybacks on receipt   sustainable living for all. Whether through
             in close succession.              of a further dividend from VZW in December   low cost mobile banking services, mobile
                                                                                 agriculture solutions or mobile health
             My medium-term ambitions for the   2012. We have demonstrated a highly   initiatives, we are making a real difference
                                               disciplined approach to capital allocation,
             composition of the Board are to bring in further   and will continue to manage our portfolio   to people’s lives. We have also stepped
             marketing expertise, and achieve a greater   of assets in the best interest of shareholders.  up our commitment to responsible and
             gender balance towards our ambition of 25%                          ethical business practices in our new Code
             of Board members being women by 2015.  Taking ordinary and special dividends,   of Conduct, published during the year.
                                               and the buyback programmes, total cash
             Take a lead in inancial reporting  returns to shareholders have been equivalent   You can ind more information on our
                                                                                 sustainability programme on pages 36 and 37.
             This year’s annual report incorporates a   to approximately 34% of our average market
             number of new features to make our strategy   capitalisation over the last four years.
             and performance easier to understand, such   Furthermore, in the period from 1 April
             as our innovative move to incorporate a high   2010 to 20 May 2013, our share price has
             level business review with our primary inancial   outperformed the STOXX Europe 600 Index
             statements (pages 90 to 97). In addition, we   by 20.9%.
             have adopted a number of aspects of the                             Gerard Kleisterlee
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