31 March 2008 Download report - Vodafone

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: March 31, 2008
OR
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
For the transition period from: to
Commission file number: 1-10086
VODAFONE GROUP PUBLIC LIMITED COMPANY
(Exact name of Registrant as specified in its charter)
England
(Jurisdiction of incorporation or organization)
Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England
(Address of principal executive offices)
Stephen Scott (Group General Counsel and Company Secretary) tel +44 (0)1635 33251, fax +44 (0)1635 45713
Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
See Schedule A See Schedule A
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the
close of the period covered by the annual report.
Ordinary Shares of 11 3/7 US cents each 53,122,559,390
7% Cumulative Fixed Rate Shares of £1 each 50,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act
Yes No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days:
Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated
filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer Accelerated filer Non-accelerated filer
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements
included in this filing:
US GAAP International Financial Reporting Other
Standards as issued by the
International Accounting
Standards Board
If “Other” has been checked in response to the previous question, indicate by check mark which financial
statement item the registrant has elected to follow
Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes No
SCHEDULE A
Title of each class
Name of each exchange
on which registered
Ordinary shares of 11 3/7 US cents each New York Stock Exchange *
American Depositary Shares (evidenced by American Depositary
Receipts) each representing ten ordinary shares
New York Stock Exchange
Floating Rate Notes due June 2011 New York Stock Exchange
5.5% Notes due June 2011 New York Stock Exchange
5.35% due Feb 2012 New York Stock Exchange
Floating Rate Notes due Feb 2012 New York Stock Exchange
5% Notes due December 2013 New York Stock Exchange
5.375% Notes due January 2015 New York Stock Exchange
5% Notes due September 2015 New York Stock Exchange
5.75% Notes March 2016 New York Stock Exchange
5.625% Notes due Feb 2017 New York Stock Exchange
4.625% Notes due July 2018 New York Stock Exchange
6.25% Notes due November 2032 New York Stock Exchange
6.15% Notes due Feb 2037 New York Stock Exchange
* Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and
Exchange Commission.

Vodafone Group Plc
Annual Report on Form 20-F
For the year ended 31 March 2008

Our goal is to be the communications
leader in an increasingly connected world
Executive Summary * Business * Performance *
1 Highlights
2 Chairman’s Statement
4 Chief Executive’s Review
8 Performance at a Glance
10 Operating Environment and Strategy
12 Group at a Glance
62 Board of Directors and Group Management
65 Corporate Governance
71 Directors’ Remuneration
* These sections make up the Directors’ Report.
14 Business Overview
16 Technology and Resources
20 People
22 Brand and Distribution
24 Products and Services
This constitutes the Annual Report on Form 20-F of Vodafone Group Plc (the “Company”)
in accordance with the requirements of the US Securities and Exchange Commission
(the “SEC”) and is dated 9 June 2008. This document contains certain information set
out within the Company’s Annual Report in accordance with International Financial
Reporting Standards (“IFRS”) and with those parts of the UK Companies Act 1985
applicable to companies reporting under IFRS, dated 27 May 2008, as updated or
supplemented at the time of filing of the Form 20-F with the SEC. Details of events
occurring subsequent to the approval of the Annual Report on 27 May 2008 are
summarised on page A-1. The content of the Group’s website (www.vodafone.com)
should not be considered to form part of this Annual Report on Form 20-F or the
Company’s Annual Report.
In the discussion of the Group’s reported financial position, operating results and cash
flows for the year ended 31 March 2008, information is presented to provide readers with
additional financial information that is regularly reviewed by management. However,
this additional information presented is not uniformly defined by all companies, including
those in the Group’s industry. Accordingly, it may not be comparable with similarly titled
measures and disclosures by other companies. Additionally, certain information
presented is derived from amounts calculated in accordance with IFRS but is not itself
an expressly permitted GAAP measure. Such non-GAAP measures should not be viewed
in isolation or as an alternative to the equivalent GAAP measure. For further information
see “Non-GAAP Information” on pages 150 to 151 and “Definition of Terms” on page 155.
The terms “Vodafone”, the “Group”, “we”, “our” and “us” refer to the Company and,
as applicable, its subsidiary undertakings and/or its interests in joint ventures and
associated undertakings.
82 Contents
83 Directors’ Statement of Responsibility *
84 Audit Report on Internal Controls
85 Critical Accounting Estimates
88 Consolidated Financial Statements
132 Audit Report on the Consolidated
Financial Statements
133 Audit Report on the Company
Financial Statements
134 Company Financial Statements
2008
s at attracting new 40.5m
ers.
devices, which are key 27.0m
nue growth. 67.5%
faction across the Group’s controlled 73.1
ket in Italy.
agement’s remuneration.
30 Key Performance Indicators
32 Operating Results
51 Outlook
52 Principal Risk Factors and Uncertainties
54 Financial Position and Resources
59 Corporate Responsibility
Governance * Financials Additional information
140 Shareholder Information *
146 History and Development *
147 Regulation *
150 Non-GAAP Information *
152 Form 20-F Cross Reference Guide
154 Cautionary Statement Regarding
Forward-Looking Statements *
155 Definition of Terms
156 Financial Highlights
This Annual Report contains forward-looking statements within the meaning of the
US Private Securities Litigation Reform Act of 1995 with respect to the Group’s financial
condition, results of operations and business management and strategy, plans and
objectives for the Group. For further details, please see “Cautionary Statement
Regarding Forward-Looking Statements” on page 154 and “Principal Risk Factors
and Uncertainties” on pages 52 and 53 for a discussion of the risks associated with
these statements.
Vodafone, the Vodafone logo, Vodafone live!, Vodafone Mobile Connect, Vodafone
Office, Vodafone Wireless Office, Vodafone Passport, Vodafone At Home, Vodafone
Zuhause, Vodafone Applications Service, Vodafone Email Plus, Vodafone M-PESA,
Vodafone Money Transfer, Vodafone Betavine and Vodacom are trademarks of the
Vodafone Group. The RIM® and BlackBerry® families of trademarks, images and
symbols are the exclusive properties and trademarks of Research in Motion Limited,
used by permission. RIM and BlackBerry are registered with the US Patent and
Trademark Office and may be pending or registered in other countries. Windows Mobile
is either a registered trademark or trademark of Microsoft Corporation in the United
States and/or other countries. Palm and Treo are among trademarks or registered
trademarks owned by or licensed to Palm, Inc. SAP is a registered trademark of SAP AG
in Germany and in several other countries. Other product and company names
mentioned herein may be the trademarks of their respective owners.

Vodafone – Executive Summary
Highlights
Group highlights
£35.5 billion
Revenue
14.1% increase
£10.1 billion
Adjusted operating profit
5.7% increase
7.51 pence
Total dividends per share
11.1% increase
260.5 million
Proportionate mobile customers
26.2% increase
•
•
•
•
•
•
•
•
•
Progress towards strategic objectives
Europe: 2.0% revenue growth with outgoing usage up 20.1% and
data revenue up 35.7%, all on an organic basis
9.9% mobile capital intensity for Europe and common functions
EMAPA: revenue growth of 45.1%, reflecting acquisitions in India
and Turkey. Organic growth of 14.5%
Group data revenue up 52.7% to £2.2 billion, with organic growth
of 40.6%
Key financials
Adjusted earnings per share up 11.0% to 12.50 pence.
Basic earnings per share of 12.56 pence
Free cash flow of £5.5 billion. Net cash flow from operating
activities of £10.5 billion
Other highlights
Final dividend per share of 5.02 pence, giving total dividends
per share of 7.51 pence
Dividend pay out ratio of 60%, in line with policy, and a total
payout of £4.0 billion for the financial year
1 st in UK and 11 th globally in the BrandZ most powerful
brands ranking
Vodafone Group Plc Annual Report 2008

Vodafone – Executive Summary
Chairman’s Statement
We took a major step forward in building our developing market
presence with the acquisition of Vodafone Essar in India last year.
Dividends per share + . %
7.51p
(2007: 6.76p)
2 Vodafone Group Plc Annual Report 2008
I am pleased to report that your Company made further progress
during the year, with continuing execution of our strategy and
delivery of our financial targets. This is reflected in our results,
with total dividends for the year of 7.51 pence, up 11.1%. The
share price increased 21% since the beginning of the year, while
the FTSE 100 index was down 4% during the same period.
Vodafone is a truly international company, with more than
260 million proportionate customers across 25 markets and
partner networks in 42 more countries.
With more than two thirds of the world’s population now able to
benefit from mobile phone coverage, there are approximately
3.5 billion mobile customers globally, a figure that industry
analysts expect to rise by around 10% per year in the near future.
Approximately half of the world’s GNP now comes from emerging
markets and this year we reported that, for the first time, over
half our customers are in our EMAPA region. Independent research
shows clear evidence of an inextricable link between the rate
of mobile penetration in developing markets and the rate of
economic growth, where we can also see the social benefits of
mobile as it frees people to leave home in their search for jobs
and can become a method for remitting payments to their
families in some countries.
We took a major step forward in building our developing market
presence with the acquisition of Vodafone Essar in India last year.
The business, which now operates under the Vodafone brand,
is already our largest controlled business in terms of customer
numbers at over 44 million. The Vodafone Group Board visited
India earlier this year; we gained a very positive impression of the
business and our prospects in this huge, dynamic market. We are
adding around 1.5 million customers each month in India, which
operates a very different cost model, especially when revenue
is on average equivalent to only 2 US cents per minute. We have
much to learn from this successful business and much to contribute.
Your Board will continue to be alert to other developing market
acquisition opportunities. At present, our EMAPA region
represents more than 25% of our revenue; we see this increasing
in the years ahead.
In Europe, our challenges are very different given the relative
maturity of the markets, most of which have over 100%
penetration. Here we are countering pressure on our traditional
revenue by becoming more productive and we are establishing
new sources of revenue.
We are seeing benefits from the major efficiency programmes
we established several years ago and this year we undertook
further initiatives to expand our network sharing with other
operators, thus reducing both capital and recurrent expenditure.
Data services (including email, music and the internet) in Europe
are an important source of growth, producing significant
increases in revenue. Additionally, revenue from our business
customers is growing much faster than the consumer sector,
which plays to our strong franchise in Europe and in an
increasingly mobile business world.
In the US, our investment in Verizon Wireless continues to
do well and in our judgement is an appreciating asset, which
generates very strong levels of cash flow. We are cooperating
closely with Verizon Wireless in a number of important areas,
including 4G technology and servicing international companies.
Our industry remains very much in the regulatory spotlight
and your Board monitors the regulatory environment carefully
as it has significant economic consequences for shareholders.

Total shareholder return April 2007 to May 2008
Vodafone +26% FTSE 100 +2%
Vodafone share price +25% vs FTSE 00
― Vodafone Group ― FTSE 100 index
200
75
50
25
00
April 2007
Whether it relates to pricing, taxation or spectrum, what we
would like is a public policy framework which provides clarity,
accountability and which facilitates growth, investment and fair
competition. This is important in all areas of policy, including
the allocation of spectrum which today remains in the hands
of governments around the world.
Spectrum is our licence to do business. If we buy too much, we
do not use our shareholders’ capital optimally. If we buy too little,
we drop our customers’ calls – and, of course, we can only buy it
when it is available. The upfront costs of spectrum are ultimately
borne by our customers and shareholders, the effect on the
government finances is to receive cash in advance but to reduce
tax payments later, as the capital cost is amortised against profits
over the life of the spectrum.
This is a period of unprecedented change in our business. The
industry is changing shape as mobile phones, new technology
and the internet converge, enabling us to expand the services
that we can offer. This is also bringing new competitors both
from within the industry and from outside.
We are very proud of the work of our 22 Foundations around
the world, which represents a charitable network investing
£41 million each year in projects and programmes supporting
the communities where we operate.
During the year, we established the Vodafone India Foundation,
which will focus on helping to improve the skills set of young
people in India as they compete for jobs in the global market.
After five years in the role our Chief Executive, Arun Sarin, has
decided to retire and will be stepping down at the conclusion
of our AGM. He has done a tremendous job, having led the
Company with distinction and navigated Vodafone through
a period of rapid change. He developed a new strategy for the
business and significantly expanded our footprint in emerging
markets. The Board has a great deal to thank him for and I would
like personally to thank him for all he has done for the business
and wish him and his family all the best for the future. In Vittorio
Colao we have a fine successor and I am looking forward to
working with him in his new role.
Non-executive directors Michael Boskin, who joined the Board in
1999 on the Company’s merger with AirTouch Communications
Inc., and Jürgen Schrempp, who became a Director in 2000 when
Vodafone completed its acquisition of Mannesmann, will not be
seeking re-election at the AGM on 29 July 2008. I would like to
thank Michael and Jürgen for their contributions and for the
different and important perspectives each has brought to our
Board. They have served with distinction and I am particularly
grateful to them for their tireless work on our committees.
We conducted our annual Board evaluation internally this year
and this generated good ideas for improving our performance.
Your Company operates in a challenging environment where rapid
change is impacting our customers and therefore our business.
Wherever I go, I am enormously impressed by the talented
Vodafone people I meet and on behalf of the Board, I would like
to thank all of them for what they have achieved during the year.
Your Board is confident that we are well positioned to build on
our success in the coming years.
Sir John Bond
Chairman
6700
6375
6050
5725
5400
May 2008
Vodafone Group Plc Annual Report 2008

Vodafone – Executive Summary
Chief Executive’s Review
Our strategy is delivering results and continuing to position
us as a leader in the communications industry.
Vodafone Group Plc Annual Report 2008
Review of the year
We have made strong progress over the past year with our
strategy and met or exceeded our stated financial expectations
in all areas.
Our cash flow generation remains strong, supporting our robust
financial position and shareholder returns, with free cash flow
of £5.5 billion. Adjusted earnings per share increased by 11.0%
to 12.50 pence, enabling dividends per share to increase by
11.1% to 7.51 pence.
Group revenue increased by 14.1% to £35.5 billion, or 4.2% on
an organic basis. In Europe, organic revenue growth was 2.0%
with competitive and regulatory pressures continuing to impact
on solid underlying growth. EMAPA delivered further strong
growth with revenue increasing by 45.1%, or 14.5% on an organic
basis, with double digit growth across many markets. Group
adjusted operating profit increased by 5.7% to £10.1 billion,
with a continued strong contribution from Verizon Wireless in
the US, which continues to be an important and attractive
market. We remain committed to our investment in Verizon
Wireless, which continues to perform very well on all key
metrics, with constant currency growth of 14.5% in revenue
and 24.8% in adjusted operating profit and market leadership
in contract customers, churn and profitability.
We invested £5.1 billion in capitalised fixed asset additions,
including £1.0 billion in our operations in India, in line with our
plans, to support the rapid growth.
Vodafone now has over 260 million proportionate mobile
customers worldwide with strong growth during the year in our
EMAPA region, in particular in our new business in India which has
been successfully integrated into the Group and now has over
44 million customers, with over 50% pro forma revenue growth.
In a challenging operating environment, we are stimulating
greater usage and introducing new services to offset falling
Strategic objectives
Revenue stimulation and cost
reduction in Europe
Innovate and deliver on our customers’
total communications needs
Deliver strong growth in emerging
markets
Actively manage our portfolio to
maximise returns
Align capital structure and shareholder
returns policy to strategy
prices and continue to drive cost efficiency across the Group.
Importantly, we have positioned ourselves to deliver total
communications to our customers by investing significantly in
our mobile broadband networks, establishing fixed broadband
capability across our European markets and developing services
specifically for the mobile internet.
There have been a number of key achievements against our five
strategic objectives in the last 12 months which are discussed
below, together with an overview of how the communications
environment is evolving and why we believe Vodafone is
uniquely positioned to succeed.
Revenue stimulation and cost reduction in Europe
Our core revenue initiatives continue to focus on offering
innovative tariffs, larger minute bundles and targeted promotions
to stimulate additional usage as well as improving customer
lifetime value. Overall, voice usage increased by 16.7% in the
year, with good growth across our major markets. We are
particularly strong in the business segment where our unique
footprint and innovative services have enabled us to create a
market leading position, which we strengthened earlier in the
year by establishing Vodafone Global Enterprise to service our
largest multinational customers.
Pricing pressure from competition and regulation remains
strong, with a 15.8% fall in the effective voice price per
minute for our Europe region, offsetting the benefits from
growth in usage.

Messaging revenue increased by 8.1% on an organic basis, with a
28.1% increase in the total number of text and picture messages
sent. This reflects strong performances in the year in Italy and
the UK, primarily through targeted promotions and tariffs.
In 2006, we set out a number of core cost reduction programmes
that are now delivering results and have contributed to the key
cost targets we met this year, with savings of around £300 million
during the year, bringing the cumulative savings to date to around
£550 million. We have achieved mobile capital expenditure at
10% of mobile revenue for 2008, with important contributions
from centralising key purchasing activities and consolidating
our data centres, while having enhanced the speed and data
capability of our mobile networks. These programmes, together
with the outsourcing of certain IT operations, have also contributed
to maintaining broadly stable operating expenses for 2008
compared to 2006. This has been achieved in a period when
customers have increased on an organic basis by 19%, voice
minutes by 36% and data volumes by over tenfold.
Innovate and deliver on our customers’ total
communications needs
Our strategy is to expand beyond our core mobile services
to offer a choice of communications, entertainment and internet
services, with a focus on four key areas. These areas generated
around 13% of Group revenue this year and we expect this to
increase to around 20% in 2010.
Over the year, data revenue increased by 40.6% on an organic
basis to £2.2 billion, principally driven by continued strong
growth in business email and PC connectivity devices, which
in total nearly doubled to 5.8 million. We have seen strong take
up this year of USB modems, which provide easy to use mobile
broadband access for PCs and laptops to consumers and
business customers. For consumers, we also took the
opportunity to refresh our mobile internet offerings during the
year in eight markets, resulting in 2 million customers signing
up to flat rate mobile internet access.
Total communications revenue
(share of total communications revenue, %)
Mobile data
Fixed line services
Fixed location mobile services
Advertising and other
Total (£bn)
48
38
13
1
2008 2007
+ 8%
43
44
12
1
.6 3.3
Our data revenue growth is being enabled by the investment in our
3G networks which now offer up to 3.6 Mbps and by the end of the
year will begin to offer 14.4 Mbps, which will provide a compelling
alternative to fixed broadband for many customers. We have a clear
technology path which will ultimately lead to 4G technology but not
before 2010. Unlike the transition from 2G to 3G, we are shaping 4G
today together with Verizon Wireless and China Mobile to ensure a
smoother transition for the industry, with no step change in cost.
In addition, some customers need the data speeds of fixed
broadband and during the year we established fixed broadband
capability in our European markets as part of our strategy to
deliver total communications. We are leveraging our brand,
distribution and customer relationships to provide an attractive,
integrated proposition. At the end of the year we had 3.6 million
fixed broadband customers in 13 markets, principally in Germany
and in our newly acquired businesses in Italy and Spain.
We are substituting fixed line voice services for mobile in the
home or the office by offering fixed location pricing plans giving
customers fixed line prices when they call from within or around
their home or office. We have made good progress over the year
and now have 4.4 million Vodafone At Home customers and over
3 million Vodafone Office customers, up from 3.3 million and
2.3 million, respectively, a year ago.
Mobile advertising is another focus area for us and we have
been trialling various business models, including targeted
demographic advertising through display and search advertising,
and now have agreements with over 40 leading brands. We
believe mobile advertising represents a significant opportunity
for us and, throughout the year, have put in place the right
foundations to grow this business in the future.
Deliver strong growth in emerging markets
Our emerging market assets continue to perform well. Vodafone
Essar in India is delivering very strong growth and performing in
line with our acquisition plan. Revenue increased by over 50%
during the year on a pro forma basis, driven by rapid expansion
of the customer base, with an average of 1.5 million net
customer additions per month since acquisition. We have also
established an independent tower company with two other
operators to drive further strong, cost efficient growth.
Vodacom recorded constant currency revenue growth of
16.9% from its market leading position in South Africa and
strong growth in its southern Africa operations. We also saw
revenue growth of 29.9% in Egypt, 20.3% in Romania and
pro forma growth of 24% in Turkey, all on a constant currency
basis. The value of our investment in China Mobile has increased
by over 60% since the beginning of the year to £4.8 billion
currently, with its customer base increasing 24% to 392.1 million
and market penetration at 41%.
In addition to strong customer growth, we are differentiating
ourselves through a number of initiatives. Most significantly,
we are leveraging the Group’s scale to provide low cost
handsets, which retail for as little as $20 and enable us to
address developing economies without the need for subsidies.
We shipped 7 million handsets in the year, mostly to India,
making us the second largest supplier of handsets in that market.
Vodafone Group Plc Annual Report 2008 5

Vodafone – Executive Summary
Chief Executive’s Review continued
6 Vodafone Group Plc Annual Report 2008
Actively manage our portfolio to maximise returns
We completed the acquisition of Vodafone Essar in India in
May 2007. We also strengthened our total communications
offerings in Italy and Spain through the purchase of Tele2’s
assets in those countries in December 2007 and in May 2008
acquired the minority interests in Arcor. In December 2007,
we won the auction for the second mobile licence in Qatar
through a consortium with the Qatar Foundation, in which
we are the controlling partner. All our transactions are subject
to strict financial criteria so as to deliver superior returns to
our shareholders.
We now have 42 partner market agreements. These
arrangements enable us to increase the presence of our brand
and services without the need for direct equity investment,
either because the investment opportunity does not exist or
the returns are unattractive.
Align capital structure and shareholder returns
policy to strategy
The Board remains committed to its policy of distributing 60%
of adjusted earnings per share by way of dividend. Our robust
financial and operating performance, together with a positive
impact from foreign currency exchange rates, offset the dilution
arising from the India acquisition and delivered 11% growth in
adjusted earnings per share and therefore in dividends per
share. Notwithstanding the increase in net debt to £25.1 billion,
our long term credit ratings currently remain at low single A
on average, in line with our Group policy.
Evolving environment
Two years ago we updated our strategy to reflect developments
in our industry and have made strong progress executing
against our objectives since then. The communications industry
continues to evolve and our five strategic objectives continue
to position us well in this environment.
Firstly, customer needs and preferences in particular continue
to evolve. We are transitioning from being a provider of core
mobile voice and messaging services to offering a wide range
of communications and one of the key advancements in the
past year has been the mobile internet. Customers are taking
content and applications from their PC to their mobile and this
needs a compelling mobile internet experience.
We are, therefore, developing a range of internet services and
content specifically for mobile by enhancing our successful
Vodafone live! offering to include email, instant messaging
and social networking while leveraging the power of mobile
through location based services. We are also ensuring that
devices are developed with innovative functionality and
intuitive user interfaces that are suitable for the mobile internet,
with features such as touch screen technology. Our investment
in high speed data networks provides the platform to deliver
these services to customers, as does the ongoing development
of our customer information and support systems. However,
these developments in our industry also challenge our
traditional business model as partners such as software
providers, internet companies and handset manufacturers
also become competitors.
The industry is changing and, although the majority of our
revenue will continue to be from our core mobile business,
we are positioning ourselves for this change through our
total communications strategy to deliver broadband and
internet offerings.
Secondly, competitive and regulatory pressures continue to
reduce prices in the industry and therefore we continue to
stimulate additional revenue and reduce costs. On revenue,
there is still significant opportunity for growth in mobile usage.
Average mobile usage levels per customer in Europe remain
well below markets such as the US and India and significant
volumes of minutes continue to be carried by fixed networks.
Our established major cost reduction programmes are now
delivering results and we are continuing to look at ways of
managing our costs to maintain our market competitiveness.
During the year, we have recently centralised our handset
design and procurement to not only drive cost savings but
also to facilitate the development of devices for the mobile
internet. We also continue to standardise our network design
and deployment, particularly in the core network to take
advantage of an all IP infrastructure. One of the more important
developments during the year has been the extension of
network sharing across our markets, with agreements reached
in Italy and the UK, resulting in site sharing in nine out of our ten
Europe region markets. This is a key area of focus for us and we
aim to build on the current level of around one third of sites
shared and explore opportunities to extend the scope of
network sharing. We have made good progress on our cost
saving initiatives over the past year.
Finally, while penetration is very high in Europe, across
emerging markets it is on average still much lower which,
together with higher GDP growth prospects, provides a
significant revenue growth opportunity. Over time, we
expect these markets will also show the same demand for
entertainment and internet based services that we are seeing
in more developed markets and we are well placed to meet
such demand.
Our money transfer solution, Vodafone M-Pesa/Vodafone
Money Transfer, was launched earlier in the year and is
proving to be a significant point of differentiation in Kenya as
we provide some banking capability through mobile phones
to a largely cash based country. This is an evolving area which
we expect to bring to more countries and also has the
potential to expand beyond the current focus on money
transfers and micro payments.

As well as driving growth in our existing emerging market
assets, we will continue to explore further opportunities to
expand our emerging market footprint through selective
investments, with a particular focus on Africa and Asia.
Uniquely positioned to deliver growth
We believe that Vodafone is uniquely positioned to capitalise on
the evolving communications environment. Our portfolio of assets
provides the advantages of scale and exposure to attractive growth,
and leverages our strong customer franchise in both consumer
and business segments supported by a leading global brand.
We have a market leading position in mature, high cash flow
generating markets in Europe combined with an increasing
exposure to higher growth emerging markets in Eastern Europe,
Middle East, Africa and Asia, in particular in India. We also have
a material position in the attractive US market through our stake
in Verizon Wireless.
By expanding beyond our historic core mobile offerings to
deliver data and fixed broadband services through our total
communications strategy, this enables us to continue to be a
leader in the increasingly integrated communications industry
and therefore supports continued strong cash generation and
returns to shareholders.
Prospects for the year ahead
Operating conditions are expected to continue to be challenging
in Europe given the current economic environment and ongoing
pricing and regulatory pressures but with continued positive
trends in messaging and data revenue and voice usage growth.
We expect increasing market penetration to continue to result in
overall strong growth for the EMAPA region. Our geographically
diverse portfolio should provide some resilience in the current
economic environment. We also anticipate significant benefit
from recent changes in foreign exchange rates compared to
2008, particularly in respect of the euro, which we have assumed
to be on average at 1.30 to sterling for the year.
Our revenue expectations for the year ahead reflect our drive
for growth, particularly in respect of our total communications
strategy for data and fixed broadband services and in emerging
markets. Adjusted operating profit is therefore anticipated to
reflect a greater proportion of lower margin fixed broadband
services together with continued strong performance from
Verizon Wireless in the US.
Capital expenditure on fixed assets includes an increase in
investment in India to drive further strong growth. Capital
intensity is expected to be maintained at around 10% of
revenue for the total of our Europe region and common
functions, with continued investment in growth. Free cash flow
excludes spectrum and licence payments and is after taking
into account £0.3 billion from payments for capital expenditure
deferred from 2008.
Personal reflections
I recently announced my decision to retire as the Chief
Executive of the Company following the AGM on 29 July.
It has been a privilege to lead Vodafone over the last five
years. We have made significant progress, changing our
strategy from mobile to total communications, including
broadband and the internet. We have secured some important
assets in markets including Turkey and India, and we have
integrated these acquired businesses to build a global
company. Our Board and employees are aligned behind the
strategic direction of the business and the Company is well
positioned to succeed in the future. We have issued a strong
set of 2008 annual results in line with, or ahead of, guidance
and the Company has built strong momentum in executing
its strategy. I have accomplished what I set out to achieve
on taking the role as Chief Executive and therefore felt the
time was right to hand over responsibilities to a successor.
I am delighted that Vittorio Colao will be taking over as
Chief Executive. He has the knowledge and vision to drive
the business towards future success.
I believe Vodafone is well positioned to continue delivering
value to both customers and shareholders. I would like to
thank the Board for its support, insight and counsel in recent
years. I would also like to thank our 72,000 employees for
their ongoing customer focus and wish them every success
in the future.
Arun Sarin
Chief Executive
Outlook for 2009
(£bn) 2009 outlook 2008 actual
Revenue 39.8 to 40.7 35.5
Adjusted
operating profit 11.0 to 11.5 10.1
Capitalised fixed
asset additions 5.3 to 5.8 5.1
Free cash flow 5.1 to 5.6 5.5
Vodafone Group Plc Annual Report 2008 7

Vodafone – Executive Summary
Performance at a Glance
Vodafone is the world’s leading international mobile communications group,
providing a wide range of communications services.
Regions
• Europe
• EMAPA (Eastern Europe,
Middle East, Africa and Asia,
Pacific and Affiliates)
Analysis of Group
revenue 2008 (%)
100
80
60
40
20
0
100
80
60
40
20
0
EMAPA 26
Europe 7
Analysis of Group adjusted
operating profit 2008 (%)
EMAPA 7
Europe 62
Where relevant, growth rates include the impact
of acquisitions and disposals, in particular in India.
8 Vodafone Group Plc Annual Report 2008
Contribution to Group
revenue growth 2008 (%)
EMAPA 66
Europe
Contribution to Group
adjusted operating profit
growth 2008 (%)
EMAPA 89
Europe 9
Europe EMAPA
Registered proportionate mobile
customers (millions)
118.8
Average mobile customer
penetration (%)
100+
Registered proportionate mobile
customers (millions)
141.7
Average mobile customer
penetration (%)
36
2008 revenue 2008 adjusted
operating profit
Europe
£bn Growth %
26.1 6.1
EMAPA
£bn Growth %
9.3 45.1
Group
£bn Growth %
35.5 14.1
£bn Growth %
6.2 0.8
£bn Growth %
3.7 15.0
£bn Growth %
10.1 5.7

Services
Voice Messaging Data Fixed line & other
Vodafone’s core service to
customers is to provide mobile
voice communications
Outgoing minutes usage
(billions of minutes)
282.9
2008 revenue by service
Voice
£bn Growth %
24.9 11.7
Data
£bn Growth %
2.2 52.7
Group service revenue
£bn Growth %
33.0 14.4
Text, picture and video messaging
on mobile devices
SMS usage
(billions of messages)
131.4
Messaging
£bn Growth %
4.1 13.7
Fixed line & other
£bn Growth %
1.9 19.9
Provides email, mobile
connectivity and internet
on your mobile
PC connectivity devices
(millions)
2.7
Analysis of Group service
revenue 2008 (%)
100
80
60
40
20
0
Fixed broadband offerings
to meet customers’ total
communications needs
Fixed broadband customers
(millions)
3.6
Fixed line 6
Data 7
Messaging 12
Voice 75
Contribution to Group
service revenue
growth 2008 (%)
Fixed line7
Data 18
Messaging 12
Voice 63
Vodafone Group Plc Annual Report 2008 9

Vodafone – Executive Summary
Operating Environment and Strategy
Vodafone is seeing significant change in its operating environment.
Traditional market boundaries are shifting as customers benefit from
a growing choice in communications services.
“Our strategy, as
set out in May
2006, continues
to address the
changing operating
environment”
Arun Sarin
Chief Executive
Vodafone’s strategy addresses the changing environment
The external environment
Ongoing regulatory and competitive pressures
in Europe
Growing choice of communication services
and providers
Growing demand for mobile data and broadband
Growth potential in emerging markets
Appropriate return to shareholders
10 Vodafone Group Plc Annual Report 2008
Operating environment
The industry landscape continues to evolve
Vodafone is seeing significant change in its operating
environment. Traditional market boundaries are shifting as
customers benefit from a growing choice in communications
services, devices and providers that span mobile, broadband and
the internet. This change is being driven by evolving customer
needs, the emergence of new technologies, intensifying price
competition from both new and established competitors and
regulatory pressures.
Customers
Customers’ needs are changing, including the desire for faster
access to services, simple and value driven tariffs and easy to use
devices. Customers increasingly want mobile data services, such
as email and internet access, so that they can use the internet on
their mobile devices in much the same way as they use it on their
PC. In order to meet customers’ evolving needs, the Group is
building upon its traditional services of voice and messaging to
include newer offerings such as mobile and fixed broadband.
Technology
Technology within the mobile industry is evolving rapidly.
Vodafone has been upgrading its networks to enable the
provision of high speed mobile internet and broadband in
addition to core voice and messaging services. Ongoing network
enhancements are expected to provide even faster access and
a better user experience. In addition, the range and capability
of mobile devices continues to evolve in terms of speed, data
capacity and multi-function capability. Against this background,
the Group continues to carefully assess, select and deploy the
appropriate technology and devices in order to improve both
operational efficiency and customer service.
Competition
The communications market is very competitive, with a number
of providers in most countries. The Group’s principal competitors
are existing mobile network operators (“MNOs”) in each of its
geographic markets. In addition, the Group competes with
mobile virtual network operators (“MVNOs”) that lease network
capacity from MNOs and fixed line operators offering combined
fixed and mobile services. New competitors are also beginning
to enter the communications market, including internet based
companies, handset manufacturers and software providers.
These companies are being encouraged by the relative
attractiveness of the industry and the opportunity to extend
their services to mobile.
Vodafone’s core European market has high mobile penetration
of over 100% due to some customers owning more than one
subscriber identity module (“SIM”), which limits customer
growth. The combination of high penetration and competitive
intensity is expected to continue to place significant downward
pressure on prices.
Regulation
Regulatory activities by both national and EU authorities
continue to have a significant impact on the telecommunications
sector. Around 20% of the Group’s revenue is directly subject to
regulation – mainly related to termination rates and international
voice roaming. The competitive environment is also impacted
by regulation in a number of areas, including the allocation of
radio spectrum, the provision of network access to third parties
and network sharing. Regulation is anticipated to continue to
have a major influence on both the Group and the
telecommunications industry.
Strategic objectives
1
2
3
4
5
Revenue stimulation and cost reduction in Europe
Innovate and deliver on our customers’
total communications needs
Deliver strong growth in emerging markets
Actively manage our portfolio to maximise returns
Align capital structure and shareholder returns
policy to strategy

Strategy
Vodafone’s five key strategic objectives were set out in May 2006
to address the mobile industry’s changing environment and to
draw upon the Group’s strengths.
Revenue stimulation and cost reduction in Europe
Competition and regulation in Europe are placing significant
pressure on pricing. In order to offset these pressures, the
Group’s strategy is to drive additional revenue and reduce costs.
Revenue stimulation is focused on ways to encourage additional
usage and revenue from core voice and messaging services in
Europe, where only around 40% of voice traffic is carried over
mobile networks and customers use their mobiles for around
170 minutes per month, around a quarter of comparable US
levels. The strategy is based on a market by market approach
of targeted propositions for key customer segments. Consumer
offers include a range of attractive tariffs, which are designed
to offer both simplicity and value. Business propositions are
focused on leveraging Vodafone’s market leading presence
among European business customers. For roaming customers,
Vodafone’s wide European footprint enables it to offer
competitive and transparent price tariffs.
Cost reduction is being driven by leveraging the Group’s local
and regional scale. Key initiatives are focused on centralising,
sharing and outsourcing certain activities.
The Group has centralised bulk purchasing of networks, IT
and services to drive cost efficiencies. Parts of the networks
have been shared with other operators to reduce the costs,
as well as the environmental impact, of network expansion
and maintenance. In addition, certain functions have been
outsourced in markets where industry leading partners are
able to realise greater scale and cost efficiencies.
Business units aligned to strategy
Europe
Key focus
Revenue stimulation
and cost reduction
EMAPA
Key focus
Deliver strong growth
in emerging markets
Innovate and deliver on our customers’ total
communications needs
The communications environment is constantly evolving and
customers increasingly want solutions to meet all their
communications needs from one provider. In this environment,
Vodafone has broadened its offerings beyond core voice and
messaging to include total communications solutions, which
is comprised of data, fixed location services, fixed broadband
and advertising.
Vodafone continues to benefit from strong data revenue growth,
particularly due to mobile devices and services that connect
business and consumer users to their email and the internet. In
addition, through partnerships with leading internet companies,
the Group provides products and services that integrate the
mobile and PC environments. This enables consumers to use
their mobiles to replicate fixed line internet activities.
Fixed location services have been developed to encourage
customers to substitute fixed line usage for mobile within their
home and office environments. This includes services that allow
customers to make mobile calls from designated locations at
prices similar to fixed line providers.
Vodafone offers fixed broadband services as a complement
to its mobile broadband products. This combination enables
customers to have alternative means to access their internet
applications either at home, in the office or on the move. Fixed
broadband is provided through a mixture of owned assets and
wholesale relationships with leading partners.
Mobile advertising is still in its infancy, but offers a potentially
significant future revenue stream. By using mobile devices, both
advertisers and consumers have the opportunity to create and
receive adverts that are more targeted to users’ interests and
preferences than traditional media. The Group’s current focus is
on building the appropriate distribution channels and content.
Total communications services contributed 13% of Group
revenue during the year and are expected to represent around
20% by the 2010 financial year.
Deliver strong growth in emerging markets
Emerging markets are expected to represent an increasing
proportion of the Group in the next few years due to organic
growth and new investments.
Existing markets continue to benefit from strong customer growth
due to low mobile penetration rates of 36% on average. Additional
value is being driven by measures to reduce costs and stimulate
revenue by leveraging the Group’s global scale and best practice
from within its more established European operations.
The Group continues to pursue selective opportunities to invest
in new markets as well as taking opportunities to increase its
stakes in existing markets. The focus is on attractive growth
regions such as the Middle East, Africa and Asia.
Actively managing our portfolio to maximise returns
The Group seeks to optimise its portfolio of assets by either
disposing of assets when a superior return cannot be earned
or acquiring assets when substantial additional value for
shareholders can be achieved. Potential acquisitions are
subject to strict criteria including appropriate financial returns,
a strong local position and an identifiable path to control.
Align capital structure and shareholder policy to strategy
The Group’s capital structure and returns policy has been aligned
to its operational strategy. The key targets are low single A long
term credit ratings and 60% of adjusted earnings per share
distributed as dividends.
Estimated mobile
penetration Europe (%)
At 31 December 2007
Germany 117
Italy 153
Spain 122
UK 122
Estimated mobile
penetration EMAPA (%)
At 31 December 2007
Egypt 42
India 21
Romania 103
Turkey 80
US 86
Vodafone Group Plc Annual Report 2008 11

Vodafone – Executive Summary
Group at a Glance
The Group has a significant global presence in 25 countries through equity interests and a further
42 countries through partner market arrangements. The Group is organised in two geographic regions –
Europe and EMAPA – with the objective of aligning operations with the Group’s strategy and focusing
the Group’s businesses according to different market and customer requirements.
Europe
Revenue stimulation and cost reduction in Europe
The Group’s strategy is to drive additional usage and
revenue from core mobile voice and messaging services,
which represent around 80% of revenue in Europe today,
and to reduce its cost base.
The Europe region includes the Group’s principal mobile
subsidiaries located in Germany, Spain and the UK, its
principal joint venture in Italy, as well as the Group’s
principal fixed line telecommunications subsidiary in
Germany. Other businesses in the European region
comprise Albania, Greece, Ireland, Malta, the Netherlands
and Portugal, as well as its associated undertaking
in France.
Size of circle
Number of proportionate
mobile customers (’000)
Customer market share (%)
At 31 December 2007
35 33 31 24
Germany
Subsidiary
Joint venture
Associate
Italy
Spain
UK
Partner markets
Partner markets are operations in which the Group has
entered into a partnership agreement with a local mobile
operator, enabling a range of Vodafone’s global products and
services to be marketed in that operator’s territory. Under the
terms of these partner market agreements, the Group and its
partners cooperate in the development and marketing of
certain services, often under dual brand logos. The Group’s
partner market strategy enables the Group to implement its
global services in new territories, extend its brand reach into
new markets and create additional revenue without the need
for equity investment.
12 Vodafone Group Plc Annual Report 2008
Portugal
5,209
All the Group’s mobile subsidiaries in Europe and the joint
venture in Italy operate under the brand name ‘Vodafone’.
The Group’s fixed line subsidiary operates as Arcor and the
Group’s associated undertaking in France operates as SFR
and Neuf Cegetel.
Ireland
2,264
UK
18,537
France
8,278
Spain
16,039
Netherlands
4,252
Malta
200
Similar arrangements also exist with a number of the Group’s
joint ventures, associated undertakings and investments.
The results of partner markets are included within common
functions, together with the net result of unallocated central
costs and recharges to the Group’s operations, including royalty
fees for the use of the Vodafone brand. Partnership agreements
in place at 31 March 2008, excluding those with the Group’s joint
ventures, associated undertakings and investments, are shown in
the table. Since 31 March 2008, the Group has entered into four
further partner market agreements.
Germany
34,412
Italy
23,068
Albania
1,130
Greece
5,454

EMAPA
Deliver strong growth in emerging markets
The Group’s focus is to build on its strong record of
creating value in emerging markets where average
market penetration is relatively low, offering
significant customer and revenue growth potential.
Customer market share (%)
At 31 December 2007
48 17 39 26
Egypt
India
Romania
US
30,230
Turkey
Country Operator
26
US
Argentina CTI Móvil (1)
Austria A1
Bahrain Zain
Belgium Proximus
Brazil Claro (1)
Bulgaria Mobiltel
Caribbean (2) Digicel
Chile Claro (1)
Colombia Comcel (1)
Croatia VIPnet
Cyprus Cytamobile-Vodafone
Denmark TDC
Ecuador Porta (1)
The EMAPA region covers Eastern Europe, Middle East,
Africa and Asia, Pacific and Affiliates, and includes the
Group’s subsidiary operations in the Czech Republic,
Hungary, Romania, Turkey, Egypt, India, Australia and
New Zealand, joint ventures in Poland, Kenya, South
Africa and Fiji, an associated undertaking in the US
and the Group’s investments in China and India.
Czech Republic
2,698
Hungary
2,340
Poland
2,653
Egypt
7,738
Kenya
4,092
Country Operator
El Salvador Claro (1)
Estonia Elisa
South Africa
15,368
The Group’s subsidiaries in EMAPA operate under
the ‘Vodafone’ brand. The joint ventures, associated
undertakings and investments operate under the
following brands: China – China Mobile; Fiji – Vodafone;
India – Airtel; Kenya – Safaricom; Poland – Plus;
South Africa – Vodacom; US – Verizon Wireless.
Australia
3,690
Notes:
(1) Partnership through America Móvil.
(2) Partnership includes Bermuda and the following countries within the Caribbean: Anguilla, Antigua and Barbuda, Aruba, Barbados, Bonaire, Curaçao, the Cayman Islands, Dominica, French West Indies, Grenada,
Jamaica, Haiti, St Lucia, St Kitts and Nevis, St Vincent, Trinidad and Tobago, Turks and Caicos Islands and British Guyana.
Romania
8,921
Finland Elisa
Guatemala Claro (1)
Guernsey Airtel-Vodafone
Honduras Claro (1)
Hong Kong SmarTone-Vodafone
Iceland Vodafone
Indonesia XL
Japan SoftBank
Jersey Airtel-Vodafone
Latvia Bité
Lithuania Bité
Turkey
16,935
India
29,558
China
12,588
Country Operator
Luxembourg LUXGSM
Malaysia Celcom
Mexico Telcel (1)
Nicaragua Claro (1)
Norway TDC
Paraguay Claro (1)
Peru Claro (1)
Singapore M1
Slovenia Si.mobile-Vodafone
Sri Lanka Dialog
Switzerland Swisscom
Uruguay Claro (1)
Size of circle
number of proportionate
mobile customers (’000)
Subsidiary
Joint venture
Associate
Investment
New Zealand
2,366
Fiji
223
Vodafone Group Plc Annual Report 2008 13

Vodafone – Business
Business Overview
This section explains how Vodafone operates, from the key assets it holds
to the activities it carries out to enable the delivery of products and services
to the Group’s customers.
Technology & Resources page 16 People page 20 Brand & Distribution page 22
Licences
Vodafone has mobile licences
in all the countries in which it
operates as they are fundamental
to the provision of mobile
telecommunications services
Network infrastructure
Connects all customers
together and enables the
Group to provide mobile and
fixed voice, messaging and
data services
Supply chain management
Handsets, network equipment,
marketing and IT services
account for the majority of
Vodafone’s purchases, with
the bulk being sourced from
global suppliers
Research and development
The emphasis of the Group R&D
work programme is providing
technology analysis and a vision
that can contribute directly to
business decisions
14 Vodafone Group Plc Annual Report 2008
People
Vodafone employed
approximately 72,000
people worldwide during
the 2008 financial year,
with a goal to recruit,
develop and retain
the most talented and
motivated people that
are well aligned with the
Vodafone brand essence
Customer strategy
and management
Vodafone endeavours to
ensure that customer needs
are at the centre of all of the
Group’s actions
Marketing and brand
Vodafone has continued to
focus on delivering a superior,
consistent and differentiated
customer experience
through its brand and
communication activities
Direct Distribution
• Retail (owned and franchised)
• Tele-sales and internet
Indirect Distribution
• Third party service providers
• Independent dealers,
distributors and retailers
• MVNOs
• IT resellers

Voice
Voice services continue to
make up the largest portion
of the Group’s revenue
Messaging
Allows customers to send
and receive messages
using mobile devices
Data
The Group offers a number
of products and services to
enhance customers’ access
to data services
Fixed line
Provides customers with data and
fixed voice solutions to meet their
total communications needs
Other
Includes mobile advertising and
business managed services
Products & Services page 24
Handsets
The Group has a wide ranging
handset portfolio covering
different customer segments,
price points and an increasing
variety of designs
Customers
Vodafone Mobile Connect
Provides simple and secure access
to the internet and to business
customers’ systems such as
email, corporate applications
and company intranets
Vodafone Group Plc Annual Report 2008 15

Vodafone – Business
Technology and Resources
Vodafone’s key technologies and resources include the telecommunications
licences it holds and the related network infrastructure, which enable the
Group to operate telecommunications networks in 22 controlled and jointly
controlled markets around the world.
Licences
The Group is dependent on the licences it holds to operate mobile communication services.
Further detail on the issue and regulation of licences can be found in “Regulation” on page 147.
The table below summarises the significant mobile licences held by the Group’s mobile operating
subsidiaries and the Group’s joint venture in Italy at 31 March 2008. In addition, the Group also has
a number of licences to provide fixed line services in many countries in which it operates.
The Group holds sufficient spectrum in the majority of the Group’s mobile operating subsidiaries
and joint ventures, which meet the medium term requirements for forecast voice and data growth.
There is also the possibility of enhancing the medium term needs for voice and data capacity
through the refarming of the Group’s existing holdings to more efficient technologies. In areas
where the Group needs to increase capacity, it will participate on an opportunity basis in future
auctions.
Country by region 2G licence expiry date 3G licence expiry date
Europe
Germany December 2016 December 2020
Italy February 2015 December 2021
Spain July 2023 (1) April 2020
UK See note 2 December 2021
Albania June 2016 N/A – No licences issued
Greece August 2016 (3) August 2021
Ireland May 2011 (4) October 2022
Malta (5) September 2010 August 2020
Netherlands March 2013 December 2016
Portugal October 2021 January 2016
EMAPA (6)
Australia See note 7 October 2017
Czech Republic January 2021 February 2025
Egypt January 2022 January 2022
Hungary July 2014 (8) December 2019 (9)
India (10) November 2014 –
December 2026 N/A – No licences issued
New Zealand See note 11 March 2021 (11)
Romania December 2011 March 2020
Turkey April 2023 N/A – No licences issued
Notes:
(1) Date relates to 1800 MHz spectrum licence. Spain also has a separate 900 MHz spectrum licence which expires
in February 2020.
(2) Indefinite licence with a one year notice of revocation.
(3) The licence granted in 1992 (900 MHz spectrum) will expire in September 2012. The licence granted in 2001
(900 and 1800 MHz spectrum) will expire in August 2016.
(4) Date refers to 900 MHz licence. Ireland also has a separate 1800 MHz spectrum licence which expires in
December 2015.
(5) Malta also holds a WiMAX licence, granted in October 2005 and which expires in October 2020.
(6) In December 2007, a consortium including Vodafone was named as the successful applicant in the auction for
a mobile licence in Qatar. Subject to regulatory approvals, the licence is expected to be awarded in June 2008.
Services are expected to be launched under the Vodafone brand by the end of the 2009 financial year.
(7) Australia holds a 900 MHz spectrum licence. This is a rolling five year licence which expires in June 2012.
Vodafone Australia also holds two 1800 MHz spectrum licences. One of these licences expires in June 2013 and
the other in March 2015.
(8) There is an option to extend this licence for seven years.
(9) There is an option to extend this licence.
(10) India is comprised of 23 service areas with a variety of expiry dates. There is an option to extend these licences by
ten years.
(11) By the end of March 2008, New Zealand owned two 900 MHz licences (each 2x7.5 MHz), which expire in
November 2011 and in June 2012. These licences are expected to be renewed until November 2031. Additionally,
Vodafone New Zealand owns a 1800 MHz spectrum licence (2x15 MHz) and a 2100 MHz licence (2x15 MHz),
which expire in March 2021. All licences can be used for 2G and 3G at Vodafone’s discretion.
16 Vodafone Group Plc Annual Report 2008
Network infrastructure
How Vodafone’s network infrastructure works
Vodafone’s network infrastructure is fundamental to the Group
being able to provide mobile and fixed voice, messaging and data
services. The Group’s customers are linked to the access part of
the network, which links to the core network that manages the
set-up of calls, transfer of messages and data connections and
allows the Group to provide a wide variety of other services.
2G/3G mobile access network
When a voice call or data transmission is made on a mobile
device, voice or data is sent from the device and transmitted by
low powered radio signals to the nearest base station, which in
turn is connected to the Group’s core network via the access
transmission infrastructure. Each base station provides coverage
over a given geographic area, often referred to as a cell. Cells can
be as small as an individual building or as large as 20 miles across
and each is equipped with its own radio transmitter and receiver
antenna. This network of cells provides, within certain limitations,
coverage over the service area. When a customer using a mobile
device approaches the boundary of one cell, the mobile network
senses that the signal is becoming weak and automatically hands
over the call to the transmission unit in the next cell into which
the device is moving.
Fixed broadband access network
When communication takes place over fixed line networks,
the traffic flows over a traditional wired infrastructure until
the point it reaches the Vodafone access device (a “DSLAM”),
where it connects to the access transmission infrastructure.
Additionally, corporate customers can connect their local
network to Vodafone’s access transmission infrastructure
directly using a dedicated link.
In the UK market, Vodafone delivers fixed broadband services
through a reseller agreement with the local incumbent.
Access transmission infrastructure
The access transmission network is the connection between a
base station, a DSLAM, or a corporate customer’s dedicated line,
and the core network. This consists of mainly leased lines or
Vodafone’s own transmission lines, such as microwave links.
Core network
The core network is responsible for setting up and controlling
connections between mobile or fixed line customers attached
to access networks by locating the called party and routing
voice calls towards it. Additionally, the core network handles
data traffic by allowing customers to access service platforms
offering services such as Vodafone live!, web browsing, email,
mobile TV and other data related services.
The core network comprises three domains, with each domain
containing nodes with specific functionality interconnected by
transmission links:
•
The Circuit Switched domain enables voice and video
calls. Its key nodes are switches (which manage the set-up
of connections) and user databases, storing the information
needed to provide services to each customer, such as
location in the network, list of subscribed services and
home/visited network.

•
•
Access & transmission network
Fixed broadband networks
Modem
Private corporate networks
Router
2G/3G mobile networks
Access
transmission
infrastructure
(e.g. microwave, leased
line or DSL)
The Packet Switched domain allows customers to use
data services. Its key nodes are responsible for a variety of
functions, such as the delivery of data packets to and from
mobile devices within a geographical service area, setting
up data connections and providing the gateway between
the Vodafone network and external data networks, including
the internet and customers’ corporate networks.
The IP Multimedia Subsystem (“IMS”) domain is the first step
of a wider evolutionary path from the current core network
to an all internet protocol (“IP”) next generation network.
It enables delivery of advanced multimedia services, both
mobile and fixed, leveraging the flexibility and effectiveness
of internet technologies. IMS is expected to be a key element
in the future infrastructure to support Vodafone’s total
communications strategy, exploiting the technology of
convergence between the mobile telecommunications and
the internet world.
If the voice call or data transmission is intended for delivery
to another device which is not on the Vodafone network in
the same country, the information is transferred through a
public or private fixed line telephone network or the internet.
Mobile network technology
2G
Vodafone operates 2G networks in all its mobile operating
subsidiaries, through Global System for Mobile (“GSM”) networks,
offering customers services such as voice, text messaging and
basic data services. In addition, all of the Group’s controlled
networks operate General Packet Radio Services (“GPRS”), often
referred to as 2.5G. GPRS allows mobile devices to be used for
sending and receiving data over an IP based network, enabling
wireless access to data networks like the internet.
Core network Other networks
Service
platforms
IMS
Packet
switched
Circuit
switched
Fixed line
operators
Internet
Other
mobile
operators
Base station DSLAM
The GPRS data service offering includes internet and email
access, allowing the customer to always be connected at
download speeds slightly below a dial-up modem. In some
markets, Vodafone continues to further evolve data speeds
with 2G evolutions beyond GPRS capability.
3G
Vodafone’s 3G networks, operating the Wideband Code Division
Multiple Access (“W-CDMA”) standard, provide customers with
faster data access. Vodafone has expanded its service offering on
3G networks with high speed internet and email access, video
telephony, full track music downloads, mobile TV and other data
services in addition to existing voice and data services.
High speed packet access (“HSPA”)
HSPA is a 3G wireless technology enhancement enabling
significant increases in data transmission speeds. It allows
increased mobile data traffic and improves the customer
experience through the availability of 3G broadband services
and significantly shorter data transfer times.
High Speed Downlink Packet Access (“HSDPA”) has been widely
deployed on Vodafone 3G networks at up to 3.6 Mbps (“Mega
bits per second”) peak speed. In addition, starting in hotspots,
the first upgrades to up to 7.2 Mbps peak speed have already
started to be deployed in several operating subsidiaries. The
figures are theoretical peak rates deliverable by the technology
in ideal radio conditions with no customer contention for
resources. This is providing customers with faster access
speeds than historically experienced on 3G networks.
Vodafone Group Plc Annual Report 2008 17

Vodafone – Business
Technology and Resources continued
18 Vodafone Group Plc Annual Report 2008
While HSDPA focuses on the downlink (network to mobile),
Vodafone is also improving the data speeds on the uplink
(mobile to network) with HSUPA (“High Speed Uplink Packet
Access”). Operating subsidiaries have already started deployments
to achieve peak speeds of up to 1.4 Mbps on the uplink.
Vodafone is actively driving additional 3G data technology
enhancements to further improve the customer’s experience,
including evolutions of HSPA technology to upgrade both the
downlink and uplink speeds.
Current developments in the infrastructure
As growth in data traffic accelerates with the proliferation in, and
adoption of, web services, Vodafone is evolving its infrastructure
through a range of initiatives.
Access transmission infrastructure evolution
Vodafone is upgrading its access transmission infrastructure
from the base stations to the core switching network as part
of a transition to a scaleable and cost effective solution able
to deal with the increasing bandwidth demands and data
dominated traffic mix driven by HSDPA and fixed broadband.
Core network evolution
Vodafone has transformed its national transport networks in
all subsidiaries, converging the infrastructure to support all
services using IP as the strategic technology. During the
2009 financial year, the Group expects that the transformation
to IP services will start to be extended to a European level,
consolidating Vodafone’s ten national IP networks into a single
IP backbone, centralising IP operations, avoiding duplication
and achieving simplicity and flexibility to deploy new services
to serve multiple markets.
Cost reduction
While evolving the Group’s infrastructure, it is also important
that the Group continues to have a tight control over its cost
base. This has been achieved through various measures.
Infrastructure sharing
Significant effort has been placed in reducing the costs to deploy
mobile network infrastructure. Important developments during
the 2008 financial year included the extension of a tower sharing
agreement in Italy as well as the formation of a company for
the purposes of network sharing with other operators in India.
Agreements have also been made on network sharing in Spain
and the UK. Vodafone continues to investigate opportunities to
share network infrastructure where it makes commercial sense
based on local market conditions.
Innovation
In 3G network deployments, Vodafone is driving the use of new
technology enhancements such as “Remote Radio Heads” that
are a new type of lower cost base station equipment, which
improve coverage and enable improvements to the customer
experience. In addition, all aspects of wireless access point site
design are being targeted to reduce energy consumption.
Another type of innovation being considered by Vodafone is the
potential for 3G femtocells to address capacity and coverage
needs in certain network deployments. Femtocells are a new
way to deliver 3G wireless coverage to a small area at low cost
compared to traditional macro network technologies. Effectively,
a femtocell would give a customer a small 3G base station
connected to the Vodafone network via a fixed broadband line.
IT
The scope of the Group’s outsourcing of IT application
development and maintenance operations is expanding. Service
commencement is now complete in all 12 selected markets of
the first phase. The second phase of the project, principally
outsourcing to India, is now in progress.
Vodafone has successfully completed outsourcing of its Indian
IT estate to a specialist organisation with capability to match the
Group’s scale and growth requirements.
In addition to the above initiatives, there are a number of IT cost
saving initiatives that have been accelerated, which include the
consolidation of European data centres and the outsourcing of
internal help desks.
Supply chain management
Handsets, network equipment, marketing and IT services
account for the majority of Vodafone’s purchases, with the bulk
of these purchases from global suppliers. The Group’s Supply
Chain Management (“SCM”) team is responsible for managing
the Group’s relationships with all suppliers, except for handsets.
The transformation of the supply chain organisation into a single
community under one leadership and the application of global
material category strategies, in conjunction with local market
expertise, have enabled savings across all operating companies.
This is supported by a uniform savings methodology applied
across all operating companies and the alignment of objectives
across all material categories, operations and enabling functions.
Innovative sourcing methods such as eAuctions and seamless
business to business applications form a vital part in utilising
the Group’s scale. The Vodafone Procurement Company S.a.r.l.
was founded in Luxembourg in the 2008 financial year and is
expected to enable additional leverage of scale and scope
through a leaner procurement model.
SCM is a major contributor to the European cost reduction
programme. The publicly announced goal to save 8% of the
external networks spend over two years has been overachieved.
SCM won two major industry awards in 2007: the European
Leaders in Procurement Award for Corporate Responsibility
and the European Supply Chain Excellence Award in Sourcing
and Procurement.
The major suppliers to Vodafone are required to comply with the
Group’s Code of Ethical Purchasing. Further detail on this can be
found in “Corporate Responsibility” on page 61.
The China Sourcing Centre based in Beijing, founded in March
2007, has enabled Vodafone to introduce new suppliers from
emerging markets to further enhance competitive advantage.
It is the Group’s policy to agree terms of transactions, including
payment terms, with suppliers and it is the Group’s normal practice
that payment is made accordingly. The number of days outstanding
between receipt of invoices and date of payment, calculated by
reference to the amount owed to suppliers at the year end as a
proportion of the amounts invoiced by suppliers during the year,
was 37 days (2007: 34 days) in aggregate for the Group.

Research and development (“R&D”)
The Group R&D function comprises an international team for
applied research in mobile and internet communications and
their related applications. Group R&D teams are located in
Newbury, Maastricht, Munich, California and Madrid, and there is
an affiliated team in Paris belonging to Vodafone’s associated
undertaking in France, SFR. A small team was set up at the end of
2007 in the Vodafone Beijing office to work in close collaboration
with China Mobile and a number of Chinese vendors.
Function of Group R&D
Group R&D works beyond the traditional established markets of
Vodafone in search of technology based business opportunities by:
•
•
•
delivering a systematic programme of demand inspired
research and development in wireless and internet
communications that is positioned between basic research
and commercial product development;
leading Vodafone’s work with technical standards bodies and
its intellectual property activities; and
providing a route for start-up companies to engage with
Vodafone. Group R&D is also in the process of establishing a
laboratory in Newbury to evaluate start-up technologies.
Typically, Group R&D starts working on developments that are
expected to be introduced into the business in three to five years,
and leads them until a year or so before full commercialisation.
Currently the horizon covers some significant business
developments that can already be anticipated. For example,
Group R&D leads the introduction of wireless technology beyond
3G and is researching the next phase of the emergence of the
internet as a personal communications platform– including radio
technologies for accessing the internet in emerging markets.
Governance is provided by the Group R&D Board, which is
chaired by the Group R&D Director and consists of the chief
technology officers from six of the operating subsidiaries in
Europe, the heads of Business Strategy and Global Terminals
and a representative from EMAPA.
Group R&D work programme
The emphasis of the Group R&D work programme is on providing
technology analysis and a vision that contributes directly
to business decisions, enabling new applications of mobile
communications, technology for new services and research
for improving operational efficiency and quality of the Group’s
networks. This is done by:
•
•
•
•
pioneering the adoption of new technologies, business
opportunities and innovations through technology analysis,
trials, invention and prototypes;
making the Group aware of market opportunities or threats
posed by new technologies and business models and helping
the Company to exploit or resist them;
providing technology leadership by working with the industry
to define and standardise the technology Vodafone uses; and
securing intellectual property and technology ownership for
the Group.
The work of Group R&D is delivered through a portfolio of
programmes and cross industry activities with a substantial
number of trials, demonstrations and prototypes. All work is set
in a business and social context, and must lead to intellectual
property rights or to Vodafone having significant influence
on the technology it will deploy in the future. Group R&D also
provides leadership for funding research into health and safety
aspects of mobile communications and technical leadership
for the Group’s spectrum strategy.
The main themes currently being researched are as follows:
•
•
•
•
the next generation of mobile technologies;
consumable software for mobile phones;
electronic newsmedia; and
new GSM based services.
There have been several significant advances during the 2008
financial year including:
•
•
•
•
next generation technology field trials have been announced
with Verizon Wireless and China Mobile and are expected to
begin in summer 2008;
a system has been designed and standardised to enable the
SIM in GSM phones to control nearfield communications for
transport ticketing and other applications, with commercial
trials planned for late 2008;
demonstration of mobile software, social networks and the
open source innovation platform called Vodafone Betavine
at the Mobile World Congress and at Cebit; and
research into the application of mobile communications to
health and well being and to energy use.
The R&D programme provides the Group with long term
technical policy, strategy and leadership, as well as providing
technical underpinning for the Group’s public policies and
government relations. It is shared with all Group functions and
Vodafone operating companies. Commercialisation of Group
R&D results is through submissions to international standards
bodies, intellectual property filings and directly with Vodafone
operating companies.
Collaborative work
Much of the work of Group R&D is done in collaboration with
others, both within the Group and externally, with the Group’s
traditional suppliers and increasingly with other companies in
the communications, media and internet industries. During the
2008 financial year the following has been achieved:
•
•
•
•
•
•
a research collaboration was started with IBM which has led
to the development of a mobile private social network called
BuddyCom;
a research agreement was also established with Huawei;
a continuing programme of work with academic institutions,
which includes student placements in Vodafone laboratories
during summer vacations;
the continued development of Vodafone Betavine, a web
based research and innovation platform;
the hosting of an academic conference where academic
partners were brought together to launch a new programme
– 3D internet; and
academic collaborations in India have started.
Vodafone Group Plc Annual Report 2008 19

Vodafone – Business
People
Vodafone employed approximately 72,000 people worldwide during the 2008 financial year, with a goal
to recruit, develop and retain the most talented, motivated people that are well aligned with the Vodafone
brand essence. The Group aims to do this by providing a productive and safe working environment,
treating people with respect and offering attractive performance based incentives and opportunities.
Red
Being passionate
and energetic
Rock Solid
Being reliable and
following through
on promises
Restless
Continually striving
for improvement
and challenging
the status quo
99%+ of managers globally
received training in the
total communications
strategy, products and
marketplace
20 Vodafone Group Plc Annual Report 2008
Vodafone’s global people strategy was embedded during the
2008 financial year and aims to increase employee engagement
by setting out a framework that enables Vodafone to be clear
about the employee experience the Group wants to create. This
enables Vodafone to engage employees to deliver to customers
and to increase business performance.
Additionally, during the 2008 financial year, the Group further
embedded the Vodafone brand essence, “Red, Rock Solid,
Restless”, which communicates a common way of behaving
that is designed to enhance business performance and
customer orientation. This has been reinforced at the local
level through workshops that encourage teams to apply the
Vodafone values to their specific work concentrating on
improving the experience of their customers. In addition,
human resources (“HR”) processes such as induction and
training have been developed to explicitly provide people
with a deeper understanding of how to demonstrate the
behaviours in their daily work.
Training and development
Training and development programmes help employees to
develop their skills and experience and to reach their full
potential, benefiting themselves and the Company.
During the 2008 financial year, the Group delivered a training
programme to build total communications awareness and
capabilities within the Group’s employees. The training was
designed to equip employees to understand the Group’s new
total communications strategy, the competitive landscape,
key technologies and resources and Vodafone’s products and
services. Over 4,500 managers across the Group (more than
99% of the managerial population) completed 36,000 hours
of dedicated total communications training. Feedback on the
programme has been overwhelmingly positive. During the
coming financial year, the Group will ensure all employees
receive the same training via an online learning tool and that
awareness is maintained through monthly webinars (web
seminars), a daily blog and a wiki site (a collaborative website
where content can be edited by anyone who has access to it).
Vodafone operates a global Performance Dialogue process
for every employee. The process ensures that employees can
make a clear connection between their goals and the business
objectives. Each individual’s performance is discussed with
their manager and career development goals are set. 93%
of managers completed the Performance Dialogue process
in the 2007 calendar year and 83% of employees approved
development goals with their manager.
People Survey
In October 2007, Vodafone carried out its third global People
Survey and had an 83% response rate globally, with 50,548 people
giving their views on 68 questions. Vodafone India was not
included in the survey as it had only been acquired in May 2007.
For the first time, the Manager Index was also introduced to the
People Survey, a subset of questions focused on the experience
a manager creates for their team. A strong set of results were
achieved with a number of key strengths and improvements:
•
•
•
•
Employee engagement was high at a steady 71 out of 100
in the 2007 People Survey, compared to 73 out of 100 in
the 2005 People Survey and 70 out of 100 in the April 2007
Pulse Survey (Pulse surveys are smaller surveys carried out
in between People Surveys).
The first Manager Index scored 69 out of 100 globally, with
individual questions showing that managers are growing
stronger in coaching, (which scored 8 points higher when
compared to the 2005 People Survey), feedback, (which
scored 10 points higher when compared to the 2005 People
Survey) and recognition, (which scored 7 points higher when
compared to the April 2007 Pulse Survey).
Leadership continued its strong trend upwards, with
confidence in the strategy strengthening further. Confidence
in operating company senior management increased by 8
points, and trust and confidence in the function/business/
department increased by 8 points in the six months since the
April 2007 Pulse Survey.
Employees are feeling more cared for, with wellbeing
questions showing considerable improvement. 57% of
employees rated their operating company favourably on
taking a genuine interest in the wellbeing of its people
(+15 points on 2005 People Survey and +5 points on April
2007 Pulse Survey). 70% of employees rated their manager
favourably on supporting them to achieve a work-life balance,
which is +13 points on the high performing norm (externally
benchmarked best in class companies who have excellent
engagement coupled with strong financial performance).
Vodafone is focused on continual improvement and values
the feedback that the People Survey provides. Specifically
in response to employee feedback from last year, the Global
Change Framework was developed, a practical set of guidelines
with training to help employees effectively manage change
within the business.
The Group plans to carry out another full global survey in
November 2008. Targets have been set by each operating
company and Group functions to ensure that Vodafone
continues to drive engagement across the business.
Communications and involvement
Employee engagement remains a key driver for Vodafone.
Effective employee communication and the need to create
dialogue with its people is championed at Board level. Vodafone
continues to use its own products and services to reach out to
staff – the use of mobile technologies such as SMS, video clips
and mobile intranet sites is commonplace, all assisting in
sharing knowledge amongst employees, creating a sense
of global community and demonstrating the flexibility of
Vodafone’s products, allowing employees to become advocates
of the brand.
Visibility and access to the Executive Committee helps
create Vodafone’s open and honest communication culture.
The Chief Executive and other members of the Executive
Committee continue to host the Talkabout programme, which
puts executives on tour to visit the Group’s operating companies.
The Executive Committee use these sessions to discuss the
Group’s strategic goals, listen to employee views and provide an
opportunity to discuss the issues that most matter to employees.

It also allows an open exchange of views and suggestions on
how Vodafone can best continue to serve its customers. Monthly
messages from the Chief Executive, using a wiki platform and
video-cast, provides another opportunity for the Vodafone
employees to understand how the Group is progressing against
its goals and to provide feedback direct to the Chief Executive.
Face to face communication, particularly with employees’
line managers, is a fundamental principle of good employee
engagement and is critical for communicating change
effectively. Performance and transnational change issues
are also discussed with employee representatives from the
European subsidiaries, who meet annually with members of
the Executive Committee in the Vodafone European Employee
Consultative Council.
Equal opportunities and diversity
Vodafone does not condone unfair treatment of any kind and
operates an equal opportunities policy for all aspects of
employment and advancement, regardless of race, nationality,
sex, age, marital status, disability or religious or political belief.
In practice, this means that the Group is able to select the best
people available for positions on the basis of merit and capability,
making the most effective use of the talents and experience of
people in the business and providing them with the opportunity
to develop and realise their potential.
In April 2008, Vodafone implemented a new strategy to improve
gender diversity across the Group. This includes carrying out
senior leadership training on diversity, and plans to build a more
inclusive culture.
Vodafone is conscious of the difficulties experienced by people
with disabilities. Every effort is made to ensure ready access to
the Group’s facilities and services and a range of products have
been developed for people with special needs. In addition,
disabled people are assured of full and fair consideration for all
vacancies for which they offer themselves as suitable candidates
and efforts are made to meet their special needs, particularly
in relation to access and mobility. Where possible, modifications
to workplaces are made to provide access and, therefore, job
opportunities for the disabled. Every effort is made to continue
the employment of people who become disabled via the
provision of additional facilities, job design and the provision
of appropriate training.
Reward and recognition
To support the goal of building the best global team by attracting
and retaining the best people, the Group’s aim is to provide
competitive and fair rates of pay and benefits in each local
market where we operate.
Within Vodafone, there are initiatives that reward our employees
based on their contribution to the success of the business. In the
2009 financial year, the Group expects to continue to extend
reward differentiation based on individual contribution, through
the global reward programmes, including the Global Long Term
Incentive Plan.
A variety of share plans are offered to incentivise and retain our
employees and, in July 2007, all eligible employees across the
Group were granted 320 shares under the All Shares plan.
Retirement benefits are provided to employees and vary
depending on the conditions and practices in the countries
concerned. These are provided through a variety of
arrangements including defined benefit and defined
contribution schemes.
Measurement of employees’ views of their reward, recognition
and benefits is undertaken through the global People Survey.
In the 2007 People Survey, the overall Vodafone Group
employee response relating to reward and recognition had
increased favourably.
Health, safety and wellbeing
The health, safety and wellbeing (“HS&W”) of the Group’s
customers, employees and others who could be affected by
its activities are of paramount importance to Vodafone and
the Group applies rigorous standards to all its operations.
This year has seen a clear focus on execution of the global HS&W
initiatives across the business. Work progressed on three key
focus areas agreed with the Global HS&W Board and Group HR
for the 2008 financial year. These included continued delivery
of employee wellbeing initiatives as part of the Global People
Strategy implementation, integration of HS&W into Group
Supply Chain activities, particularly the Supplier Performance
Management processes, and updating, communicating and
implementing Vodafone’s policy on mobile phones and driving.
Improvement of Group wide governance continued with
integration of serious incident reporting systems for network
service providers and improved policy and processes for
managing supplier terminals compliance.
Employment policies
The Group’s employment policies are consistent with the
principles of the United Nations Universal Declaration of
Human Rights and the International Labour Organisation Core
Conventions and are developed to reflect local legal, cultural
and employment requirements. High standards are maintained
wherever the Group operates, as Vodafone aims to ensure that
the Group is recognised as an employer of choice. Employees
at all levels and in all companies are encouraged to make the
greatest possible contribution to the Group’s success. The
Group considers its employee relations to be good.
Allocation of Group’s 72,000
employees by activity (%)
2
3
1 Administration – 51.7%
2 Selling and distribution – 30.5%
3 Operations – 17.8%
Vodafone Group Plc Annual Report 2008 21
1

Vodafone – Business
Brand and Distribution
Vodafone’s products and services are available directly, via Vodafone stores and country specific
Vodafone websites, and indirectly via third party service providers, independent dealers, distributors and
retailers, to both consumer and business customers in the majority of markets under the Vodafone brand.
1st BrandZ UK ranking
In the BrandZ most powerful brands
ranking. Ranked 11 th globally.
Customer Delight Index
73.1
(2007: 70.6, 2006: 69.9)
22 Vodafone Group Plc Annual Report 2008
Customer strategy and management
Vodafone endeavours to ensure that customer needs are at the
centre of all of the Group’s actions. The Group seeks to use its
understanding to deliver relevance and value to each customer
and communicate to them on an individual, household, community
or business level, with the ultimate aim of encouraging customers
to stay with Vodafone for longer and use and promote the Group’s
services more.
For this reason, the Group has created a Global Customer Value
Management team to support operating companies with their
aim to engage with customers directly through a data driven
approach, linking all the elements of customer interactions to
deliver exceptional service and consistency in the Group’s
approach while financially optimising decisions made via a
branded customer experience across all touchpoints. Recent
examples of this include: rollout of a consistent and innovative
store design to eight countries, successful trial of an innovative
handset based self service solution and creation of a global
training academy for customer facing staff.
Vodafone’s customer knowledge driven organisation aims to make
the most of its deep customer understanding by approaching
customers with the most appropriate product through a channel
they enjoy at a time that is best for them. This approach firmly
places Vodafone as an organisation that listens to customers,
delivers value and enhances their experience.
Vodafone continues to use a customer measurement system
called “customer delight” to monitor and drive customer
satisfaction in the Group’s controlled markets at a local and
global level. This is a proprietary diagnostic system, which
tracks customer satisfaction across all points of interaction
with Vodafone and identifies the drivers of customer delight
and their relative impact. This information is used to identify
any areas for improvement and focus.
During the 2008 financial year, further econometric tools were
developed and employed to better quantify the commercial
impact of improved customer experience by linking customer
feedback directly to business performance. Results from the
study are used to generate the Customer Delight Index (“CDI”),
which is one element of Vodafone’s short term incentive plan
(“GSTIP”), thereby directly linking employee remuneration with
customer satisfaction performance. The CDI result for the 2008
financial year was 73.1 points on a 100 point scale, which was
2.0 percentage points ahead of the average competitor.
Marketing and brand
Brand and customer communications
Vodafone has continued to focus on delivering a superior,
consistent and differentiated customer experience through
its brand and communications activities. A new Marketing
Framework has been developed and implemented across
the business, which includes a new vision of expanding the
Group’s category from mobile only to total communications
“to be the communications leader in an increasingly connected
world”. Brand and customer experience continues to implement
Vodafone’s promise of “helping customers make the most
of their time”. The brand function has also developed a
methodology to develop competitive local market brand
positioning, with local brand positioning projects now
implemented in 12 markets.
To enable the consistent use of the Vodafone brand, a set of
guidelines has been developed in areas such as advertising,
retail, online and merchandising, all including detail on how to
make the brand work across every touchpoint. Since June 2006,
eight markets have implemented the global retail design.
In September 2007, Vodafone welcomed India with the “Hutch is
now Vodafone” campaign. The migration from Hutch to Vodafone
was one of the fastest and most comprehensive brand transitions
in the history of the Group, with 400,000 multi brand outlets,
over 350 Vodafone stores, over 1,000 mini stores, over 35 mobile
stores and over 3,000 touchpoints rebranded in two months,
with 60% completed within 48 hours of the launch.
Vodafone regularly conducts Brand Health Tracking, which is
designed to measure the brand performance against a number
of key metrics and generate insights to assist the management
of the Vodafone brand across all Vodafone branded operating
companies. This tracking has been in place since 2002 and
provides continuous historical data against key metrics in all
19 Vodafone branded operating markets. Each operating
company manages a study that complies with the standards
and methodology set by Vodafone Group Insights. An external
accredited and independent market research organisation
provides global coordination of the methodology, reporting
and analysis. As a result of these activities the Vodafone brand is
now ranked number 11 in the BrandZ Top 100 global brands list,
recently published in The Financial Times, with an estimated
value attributable to the brand of £18.7 billion.
For the 2008 financial year, Vodafone brand preference among
its own users reached 81.9%, up 2.0 percentage points on
the previous financial year, and a performance level that is
1.0 percentage point higher than its closest competitors.
In addition, the brand consideration among non-users of
the brand has increased in the 2008 financial year to 33.5%,
1.8 percentage points above its market share.

Sponsorships
Vodafone’s global sponsorship strategy has delivered a strong
set of results across all Vodafone markets. Central sponsorship
agreements, including the UEFA Champions League and the title
sponsorship of the Vodafone McLaren Mercedes F1 team, have
supported multiple business objectives and enabled Vodafone to
provide customers with differentiating brand and product
experiences.
The strong performance of the Vodafone McLaren Mercedes F1
team during the 2007 season enabled Vodafone to maintain a
dominant presence in one of the world’s most popular annual
sporting events. Vodafone successfully integrated the
sponsorship into a wide variety of business activities including
communications, events, content and the launch of three
bespoke handsets.
In Vodafone’s first year as a sponsor of the UEFA Champions
League, Vodafone became recognised as a leading sponsor of
the competition (Source: TNS Soccerscope, May 2007) and used
this association to showcase a variety of products and services
in a manner designed to build greater affinity with football fans
across all relevant territories.
In January 2008, Vodafone became a global partner of the
Laureus Foundation, which tackles various social challenges
worldwide through a programme of sports related community
development initiatives. This agreement complements
Vodafone’s long standing relationship with sport and aims
to help Laureus to use sport as a catalyst for inspiring positive
social change.
To maintain a relevant and strategic role for global sponsorship
investments, Vodafone is continually reviewing the portfolio to
maintain pace with business and customer needs. On this basis,
Vodafone has decided to discontinue the UEFA Champions League
sponsorship at the end of the 2008/9 competition and increase
emphasis in global music opportunities. Music’s broad appeal
and product relevance provides a host of new and exciting
opportunities for the business and the Group’s customers.
Distribution
Direct distribution
Vodafone directly owns and manages over 1,150 stores. These
stores sell services to new customers, renew or upgrade services
for existing customers, and in many cases also provide customer
support. A standard store format, which was tested in 2006, was
rolled out in 11 markets during the 2008 financial year. The store
footprint is constantly reviewed in response to market conditions
which resulted in, for example, Vodafone opening a further
90 stores in Spain and 21 stores in Romania during the year.
Additionally, all stores in India were rebranded as Vodafone and
over 40 stores were refurbished to the Group’s standard format.
The Group also has 6,500 Vodafone branded stores, which sell
Vodafone products and services exclusively, by way of franchise
and exclusive dealer arrangements.
The internet is a key channel to promote and sell Vodafone’s
products and services and to provide customers with an easy,
user friendly and accessible way to manage their Vodafone
services and access support. As a result, a specific Group wide
programme is currently being rolled out across all controlled
markets, in order to ensure Vodafone websites have state of
the art online capabilities and provide the customer with an
excellent and consistent online experience.
Additionally, in most operating companies, sales forces are
in place to sell directly to business customers and some
consumer segments.
Indirect distribution
The extent of indirect distribution varies between markets but
may include using third party service providers, independent
dealers, distributors and retailers.
The Group hosts MVNOs in a number of markets. These are
operators who buy access to existing networks and resell
that access to customers under a different brand name and
proposition. Where appropriate, Vodafone seeks to enter
mutually profitable relationships with MVNO partners as
an additional route to market. During the past year new
relationships established include Asda in the UK, Euskaltel
in Spain and Carrefour in Italy.
Number of directly
owned stores
1,150
Number of branded stores
6,500
Vodafone Group Plc Annual Report 2008 23

Vodafone – Business
Vodafone – Business
Products and Services
Vodafone offers voice, messaging, data and fixed broadband services through multiple solutions and
supporting technologies to deliver on its total communications strategy. The advancements in 3G
networks and download speeds, handset capabilities and the mobilisation of internet services, have
contributed to an acceleration of data services usage growth.
24 Vodafone Group Plc Annual Report 2008
Group service revenue is still predominantly generated by voice
services, though these services as a percentage of revenue are
slowly declining as price competition and regulatory pressures
increase in many markets and the contribution of data grows.
At the forefront of the Group’s total communications strategy are
initiatives targeted at providing propositions to customers that
replace traditional fixed line providers, as well as developing
new and innovative ways for customers to enjoy the benefits
of mobility, with the aim to increase the proportion of Group
service revenue that is generated by data and fixed line services.
So that customers can utilise the services that Vodafone offers,
many different tariffs and propositions are available, targeted
at different customer segments and adapted for any localised
customer preferences and needs. These propositions often
bundle together voice, data, messaging and, increasingly,
fixed services so that customers can experience all the different
services that Vodafone has to offer. Typically, customers are
classified either as prepay or contract customers. Prepay
customers pay in advance and are generally not bound to
minimum contractual commitments, while contract customers
usually sign up for a predetermined length of time and are
invoiced for their services, typically on a monthly basis.
As different tariffs and propositions are launched, the Group is
increasingly leveraging the positive experiences in one market to
provide initiatives across the Group. Offers with strong customer
appeal and commercial benefit are being quickly adapted and
rolled out to other markets. An example includes a range of
“Out of Credit” solutions for prepay customers, through which
Vodafone provides temporary credit to a customer which is
then repaid when the customer next tops-up. Reverse charging
capabilities have also been introduced across most markets.
These facilities are very popular with prepay customers and
have been launched in most European markets.
The experience gained in the Group’s more mature markets is
also being used to develop more sophisticated offers across the
emerging markets, many of which have a very high percentage
of prepay customers, and Vodafone is leveraging established
bonus and reward prepay pricing mechanisms, which incentivise
higher usage and spend at an individual customer level.
The Group is also growing usage and account penetration in the
business segment. Vodafone Global Enterprise (“VGE”) provides
Summary of Group products and services at 31 March 2008
Analysis of Group service revenue
(%)
over 140 of Vodafone’s largest multinational customers with
consistent levels of service, support and commercial terms
worldwide, by taking specific responsibility for managing these
multinational customers.
Over the last year, VGE launched a number of new products
and services, including, in July 2007, the launch of Vodafone
Applications Service, a service hosted by Vodafone and available
in ten countries, enabling companies to mobilise applications
such as SAP®, Siebel and Salesforce.com to a choice of mobile
devices. VGE has also developed a globally consistent pricing
structure for global business customers and has launched a
new voice roaming tariff that can be used for both domestic and
international voice usage that is available across five European
markets. A data roaming package has also been developed
that is simple, predictable, capped and available across ten
European markets.
Having traditionally been a key player in the provision of
corporate and small and medium enterprises (“SME”) voice
solutions in many markets, Vodafone is increasingly offering
tailored and innovative solutions for small business and
professional business customers. Many of these offers use the
capabilities already developed for larger companies and provide
benefits such as virtual private network services and Vodafone
Wireless Office solutions to much smaller entities.
Number of markets available
Partner Number of
Europe EMAPA markets customers (1)
Vodafone at Home 8 3 – 4.4 million
Vodafone Wireless Office 9 5 – 3.0 million
Vodafone Passport 11 3 3 17.5 million
Vodafone live! – Internet on your mobile 9 – – 2.0 million
Vodafone Mobile Connect data card or
Vodafone Mobile Connect USB modem 11 8 25 2.7 million
Note:
(1) Customers are presented on a controlled (fully consolidated) and jointly controlled (proportionately consolidated) basis in accordance with the Group’s
current segments.
2008
2
3 4
1 Voice – 75%
2 Messaging – 12%
3 Data – 7%
4 Fixed line – 6%
1
2007
2
3 4
1 Voice – 77%
2 Messaging – 12%
3 Data – 5%
4 Fixed line – 6%
1

Voice services
continue to make
up the largest portion
of the Group’s revenue.
The Group has
undertaken a wide
range of activities
to stimulate growth
in voice usage in the
past year.
Voice
Fixed
Location
Voice services
Revenue from voice services, earned when customers make and
receive calls, is classified primarily as outgoing voice, incoming
voice and voice roaming. In addition, the Group is delivering on
customers’ total communications needs and driving greater
voice usage through offering integrated fixed location based
communications services.
Outgoing voice
The fees charged to a Vodafone mobile customer who initiates
a call are classified in outgoing voice revenue. Despite price
pressures in many markets due to the competitive environment,
increased outgoing voice usage generated from the success of
the wide range of tariffs and propositions on offer and the overall
increase in the customer base in the Group has led to outgoing
voice revenue staying relatively stable as a proportion of Group
service revenue.
Propositions relating to voice services feature heavily in the
tariffs and promotions that the Group offers its customers. In
particular, the development of a range of unlimited value offers
has been particularly appealing to customers and has stimulated
voice usage growth. An example includes free weekend calling,
which had strong customer acceptance in markets such as
the UK, Germany and Ireland. These offers increase customer
engagement with their mobile phone and Vodafone services
in general, driving a broader increase in usage.
Innovative tariffs
Many different tariffs and propositions are available,
targeted at different customer segments and adapted
for any localised customer preferences and needs.
Voice roaming
Roaming allows users to make and receive calls using
a mobile network in the country they are visiting.
A roaming tariff, Vodafone Passport, enables customers
to “take their home tariff abroad”.
Vodafone At Home
A range of offers designed to introduce
Vodafone into the household as a total
communications provider.
Vodafone Office
A series of products and services
designed to meet all business customers’
communications needs.
Incoming voice
Incoming voice revenue is generated when a Vodafone mobile
customer receives a call from a user on another fixed or mobile
network. Fees classified as incoming voice revenue are generally
not charged to the Vodafone customer receiving the call but,
rather, the telecommunications company that routed the call
to the Vodafone network.
These fees are generally based on termination rates determined
by local regulators. Due to regulation in many markets it has been
the trend for these rates to fall in recent years, and for the year
ended 31 March 2008 incoming voice revenue generated 14% of
the Group’s total service revenue. This has declined from 15% and
17% in the previous two financial years respectively. For further
details see “Additional Information – Regulation” on page 147.
Voice roaming
When travelling abroad, roaming allows Vodafone’s customers to
use the Group’s services on a mobile network in a country they
are visiting. The Group continued to expand its roaming coverage
and services during the 2008 financial year. The focus was to
drive customer satisfaction through greater value, transparency
and simplicity across Vodafone’s roaming propositions.
Vodafone’s flagship roaming tariff, Vodafone Passport, enables
customers to “take their home tariff abroad”, offering greater
price transparency and certainty to customers when they are
roaming. While abroad, customers can make calls using their
domestic tariff, in some cases including free minute bundles, and
receive calls at no charge for a one-off connection fee per call.
Voice revenue
£24,879m
(2007: £22,268m, 2006: £21,304m)
Voice minutes usage
growth for the Group’s
principal mobile markets (1)
Outgoing
(billions of minutes)
106.9
2008
2008
87.9
2007
Incoming
(billions of minutes)
40.8
37.4
2007
70.9
2006
35.1
2006
Note:
(1) Germany, Italy, Spain and the UK
Vodafone Group Plc Annual Report 2008 25

Vodafone – Business
Vodafone – Business
Products and Services continued
Messaging revenue
£4,079m
(2007: £3,587m, 2006: £3,289m)
SMS usage for the Group’s
principal mobile markets (1)
Billions of messages
62.1
2008
48.9
2007
44.6
2006
Note:
(1) Germany, Italy, Spain and the UK
26 Vodafone Group Plc Annual Report 2008
Customer usage patterns continue to show that, on average,
Vodafone Passport customers both talk more and pay less
per call when abroad. Customer research also indicates that
Vodafone’s customers have a greater preference for Vodafone
Passport over the regulated roaming rates, which has been
substantiated by the relative uptake of the two propositions
since the summer of 2007.
Vodafone Passport was not directly affected by regulation
relating to roaming prices introduced by the European Union
in June 2007. However, by 31 August 2007, all of Vodafone’s
12 European markets had reduced the price of their Vodafone
World tariff in order to comply with the regulation.
Fixed location based services
The Group is delivering on customers’ total communications
needs and driving greater voice usage through offering integrated
communications services.
Vodafone At Home
Vodafone At Home comprises a range of offers designed to
introduce Vodafone into the household as a total communications
provider. Vodafone At Home voice propositions offer customers
the opportunity to satisfy their communications needs through
one operator and with a single device.
Continued progress has been made to drive customer uptake
of Vodafone At Home voice services with an option for at home
calling now available in most of the Group’s European markets.
These take the form of either zonal tariffs, through which
customers can call for a reduced rate when in their home area,
All of the Group’s
mobile operations
offer messaging
services, which allow
customers to send
and receive messages
using mobile handsets
and various other
devices.
Messaging
Messaging services
All of the Group’s mobile operations offer messaging services,
allowing customers to send and receive messages using
mobile handsets and various other devices.
SMS messaging
SMS messaging allows customers to send and receive simple text
messages and experienced usage growth of 38.9% in the year
ended 31 March 2008, driven by improved marketing analytics
to support best practice sharing and value focused pricing.
or alternatively in several markets unlimited calling to fixed line
numbers for a fixed subscription has been introduced, providing
a strong incentive for customers to use their mobile rather than
their fixed line in the home environment.
The development of Vodafone’s total communications capability,
including the increasing availability of fixed broadband in many
markets, will widen the range of services which can now be
offered as part of the Vodafone At Home portfolio.
Vodafone Office
Vodafone Office is the umbrella name for a series of products
and services designed to meet all business customers’
communications needs.
Vodafone Wireless Office provides companies the opportunity
to embrace the benefits of mobilising their workforce and reduce
their number of fixed desk phones, facilitating the transfer of
voice minutes from the fixed to the mobile network. The solution
includes a closed user group tariff, allowing employees to call
each other for a flat monthly fee. In Germany, Spain, Greece, Italy
and Portugal, the offer has been expanded to include location
based office zone charging, giving preferential rates when
calling from an office location. Additionally, in some markets,
geographic numbers have been introduced, enabling further
fixed to mobile substitution.
Additionally, the Group is actively promoting fixed line telephony
to business customers in six controlled markets, in line with its
total communications strategy.
SMS
Allows customers to send and receive
simple text messages.
MMS
Allows customers to send and receive
multiple media, such as pictures, music,
sound, video and text.
MMS messaging
MMS messaging, offering customers the ability to send
and receive multiple media, such as pictures, music, sound,
video and text, to and from other compatible devices,
is also available in all Group mobile operations. MMS usage
experienced a 15.8% growth in the 2008 financial year across
the Group through improved service quality, value focused
pricing and a broader portfolio of devices.

The Group offers
a number of products
and services to
enhance customers’
access to data services,
including Vodafone
live! for consumers,
as well as a suite of
products for business
users consisting of
Vodafone Mobile
Connect data cards,
internet based email
solutions and
Vodafone Office.
Data
Data services
The Group offers a number of products and services to enhance
customers’ access to data services. These include services
supporting access to the internet via laptops and PCs and access
to the internet, music, games and television services through the
Vodafone live! portal on customer handsets.
Vodafone live! – Internet on Your Mobile
During the 2008 financial year, Vodafone introduced “Internet
on Your Mobile”, which offers a combination of easy to use and
secure customer browsing, Google search, a tariff for unlimited
browsing and integrated services from leading internet brand
partners. Customers can now use their mobile to access and
update their profile on the social networks of their choice, view
or upload YouTube videos from their mobile, buy or sell items on
eBay and check locations on Google Maps. To date, this service
has been fully launched in Germany, Italy, Spain, the UK, Greece,
the Netherlands, Portugal, Ireland and France. Two million
customers were benefiting from this service at 31 March 2008.
The Group has been developing its presence in the converging
communications and PC space by signing instant messaging
partnerships with Yahoo! and MSN. Instant messaging enables
users to communicate to one or more friends through interactive
sessions using a dedicated and easy interface. These services
are primarily available in the more mature markets, such as
Germany Italy, Spain, the UK, the Netherlands, Portugal and
France. Vodafone also partnered with Microsoft to develop a
communications service for the PC, presented at the Cebit
exhibition in March 2008.
Vodafone live! – music, games, television services
Throughout the 2008 financial year, the Group continued to
improve the customer experience for music, games and television
offerings available through Vodafone live!.
The full track music downloads service was significantly
improved by the launch of a new mobile and PC music player.
The service allows Vodafone’s customers to search for music,
artists’ pages and previews from a catalogue of more than 750,000
songs, including some of the world’s greatest artists through
agreements with Universal Music, Sony BMG Music Entertainment,
EMI, Warner Music and independent record labels. Additionally,
Vodafone has exclusively distributed and promoted Madonna’s
single “4 minutes” in a number of markets, including the UK,
Spain, Italy, Greece, France, Turkey, India and Australia.
Vodafone live!
Offers a combination of browsing, Google search, full track
music downloads, games and television services.
Data roaming
Provides access to the Group’s services in the country a
customer is visiting. The Group continued to improve the
simplicity and value for money offered to data customers.
Mobile applications
Vodafone Email Plus, Windows Mobile® Email from Vodafone
and BlackBerry® from Vodafone provide customers with
wireless access to business and internet based email solutions.
Vodafone Mobile Connect
Provides simple and secure access to existing business
systems such as email, corporate applications, company
intranets and the internet for customers on the move.
Vodafone strengthened its global games portfolio by offering
popular titles such as Pro Evolution Soccer 2008 from Konami.
The game was launched simultaneously across markets with
extensive marketing and advertising through different mediums,
including in-console game Vodafone brand advertising. The
user access and user experience continues to be improved by
embedding a selection of the latest games onto handsets.
Mobile TV is available in 21 controlled and jointly controlled
markets with an average of 20 channels offered. Video content
is sourced both locally and internationally in order to provide
value for money to customers and ensure that the offering
reflects the unique culture and attitudes of specific countries.
Vodafone has local agreements with broadcasters, such as the
BBC, ZDF, RAI, Pro-Sieben, Channel 4 and RTL. Internationally,
content is sourced from HBO, Fox, NBC Universal, Warner
Brothers, UEFA Champions League, Vodafone McLaren
Mercedes and MTV. Vodafone now has a monthly average
of 850,000 customers subscribing to Mobile TV.
Data roaming
When travelling abroad, roaming allows Vodafone’s customers to
use the Group’s services on a mobile network in the country they
are visiting. Vodafone continued to improve the simplicity, price
predictability and value for money offered to customers for data
roaming services. For Vodafone Mobile Connect users, Vodafone
complemented the monthly roaming bundle launched in 2005
with a daily roaming tariff, appealing to both the regular and less
frequent international travellers alike. At 31 March 2008, the
monthly and daily tariff was available in nine of Vodafone’s
European markets. Vodafone will continue to support the growth of
data roaming services through simple, easy to understand pricing.
Mobile applications
There has been an increasing demand for handheld solutions
that allow real time access to email, calendar, address book and
other applications. Vodafone Email Plus, Windows Mobile®
Email from Vodafone and BlackBerry from Vodafone provide
business customers, ranging from small start up companies to
multinational corporates, with wireless access to their business
and internet based email solutions.
Vodafone Mobile Connect
The Vodafone Mobile Connect offering allows laptop and PC
users access to the internet and to business customers’ systems
such as email, corporate applications and company intranets via
Vodafone Mobile Connect data cards, or Vodafone Mobile Connect
USB modems. These are discussed in more detail on page 29.
Data revenue
£2,180m
(2007: £1,428m, 2006: £1,098m)
Two million
“Internet on
Your Mobile”
customers
at 31 March 2008
Vodafone Group Plc Annual Report 2008 27

Vodafone – Business
Vodafone – Business
Products and Services continued
Fixed line revenue
£1,874m
(2007: £1,580m, 2006: £1,391m)
Over one
billion advert
impressions
in the year to 31 March 2008
28 Vodafone Group Plc Annual Report 2008
Fixed services
During the 2008 financial year, Vodafone pursued the
development of fixed broadband services in many of the Group’s
markets, in order to provide customers with data and fixed voice
solutions to meet their total communications needs, mainly
through Digital Subscriber Line (“DSL”) technology. As a result,
fixed broadband active lines have increased to 3.6 million at
31 March 2008, up from 2.1 million active lines one year earlier.
In December 2007, Vodafone completed the acquisition of
Tele2 in Italy and Spain (“Tele2”), which had almost 800,000
fixed broadband customers. Vodafone branded consumer fixed
broadband offers were also launched in Greece, the Netherlands,
Portugal, New Zealand and Egypt during the 2008 financial year.
Business fixed broadband offers have been recently launched in
the Czech Republic and in Italy, while a fixed broadband WiMax
offer was launched in Malta.
Other services
Mobile advertising
The Group has been extending its business model to generate
revenue from mobile advertising by partnering with advertising
specialists in individual markets. Vodafone introduced mobile
advertising in nine markets and the core capabilities continue to
be developed, such as WAP banners and messaging formats, as
well as more sophisticated targeting offers.
A critical area of activity required to grow the market is the
development of common standards that can be adopted by
all market participants. Vodafone is taking a leading role in
this activity, which has achieved its first results:
•
•
•
To assist customers in
meeting their total
communications needs
and to provide
additional revenue
streams to the Group,
Vodafone has
diversified and
expanded the services
it provides.
Fixed and other
Banners for WAP display formats have been defined by the
Mobile Marketing Association (MMA);
Messaging format definition activity has recently commenced;
and
Agreement was reached in the UK between Vodafone, O2,
Orange, T-mobile and Hutchison to progress an inter-operator
standard for mobile advertising in the 2008 calendar year.
Fixed services
An increased number of fixed broadband offerings allow
the Group to assist customers in meeting their total
communications needs.
Mobile advertising
Vodafone has been extending its business model to
generate revenue from advertising by partnering with
advertising specialists in individual markets.
Business managed services
Vodafone is developing new ways of enabling business
customers to mobilise and increase the efficiency of
their workforce.
Business managed services
As part of the total communications strategy, Vodafone is
offering our business customers solutions which meet
a wider variety of their communications needs, and also
developing new ways of enabling them to mobilise and increase
the efficiency of their workforce. Vodafone is at the forefront of
the market in a number of these solutions, including:
•
•
secure remote access – a service enabling customer
employees to access their network through their laptop,
on the move, both while in their home country and
when roaming; and
applications – many software programs have been developed
for use on mobile devices and Vodafone can integrate these
into the customer’s mobile portfolio. These applications can
satisfy many needs, such as:
– enabling a workforce to have up to date sales
information fully aligned across the business and
available at any time, anywhere; and
– providing workforce scheduling to mobile employees
which can be updated centrally and in real time, ensuring
the customer can satisfy all their own customer needs
quickly and efficiently.
These solutions open up a new revenue stream for Vodafone
by providing an end to end solution, integrating these into
the customer’s infrastructure and subsequently managing
the service.

Enables customers
to utilise the services
that Vodafone offers.
Devices
Devices
To enable customers to utilise the services that Vodafone offers,
the Group also offers a wide range of devices to access those
services, such as handsets, the Vodafone Mobile Connect card with
3G broadband and the Vodafone Mobile Connect USB modem.
Handsets
The Group’s operating companies and partner markets benefit
from a wide ranging handset portfolio, covering different
customer segments, price points and an increasing variety of
designs. During the 2008 financial year, Vodafone launched
75 new models, ranging from handsets for core voice services
up to premium multimedia devices. The handset portfolio
was also expanded into the entry segment to better address
emerging markets and the prepaid market in Europe. In May
2008, Vodafone signed an agreement with Apple to sell the
iPhone in ten markets – Australia, Czech Republic, Egypt,
Greece, Italy, India, Portugal, New Zealand, South Africa and
Turkey. Vodafone and Apple are working together to introduce
the product in each market during the 2009 financial year.
Vodafone live! portfolio
Vodafone continues to drive 3G penetration and increased the sales
share of 3G handsets as a percentage of total phones sold up to 53%
for the year ended 31 March 2008. With the launch of the exclusive
Sony Ericsson V640i and an exclusive Mobile Internet variant of the
Nokia 6120c, Vodafone also pushed HSDPA into the mid-tier price
segments to provide 3G broadband experience for the mass market.
Sales of handsets that support HSDPA represented 26% of total 3G
handset sales for the year ended 31 March 2008.
The introduction of the new “Internet on Your Mobile” services
was supported with a selection of 15 consumer handsets. These
have been customised for the internet experience on mobile
handsets, including the three high-end devices Nokia N95 8GB,
Sony Ericsson W910i and Samsung SGH-F700V QBowl.
Open Operating System (“OS”) devices are now playing a strong
role in supporting an application-centric service delivery model.
In September 2007, Vodafone and its partners announced
the first two devices launching under the Microsoft Windows
Mobile collaboration, the Palm® Treo 500V and the Samsung
SGH-i640V, as well as a range of S60 devices from Nokia and
Samsung. Sales of Open OS devices represented 23% of 3G
devices sales for the year ended 31 March 2008.
Handsets
A wide ranging handset portfolio covering different
customer segments, price points and a variety of designs.
Vodafone Mobile Connect
Provides simple and secure access to the internet and
to business customers’ systems such as email, corporate
applications and company intranets.
Vodafone branded device portfolio
In the 2008 financial year, Vodafone offered nine consumer
handsets under its own brand and shipped over 10 million
devices in over 30 markets. On 21 May 2007, Vodafone
announced the Vodafone 125 and Vodafone 225, the first
ultra low cost handsets under the Vodafone brand, providing
operating companies and partner markets with the lowest cost
mobile phone ever launched by the Group. The Vodafone 125
and Vodafone 225 played an important role in supporting the
Vodafone brand launch in India. In December 2007, the
Vodafone 720 and the Vodafone Mobile Connect USB Modem
were introduced. The Vodafone Mobile Connect USB Modem
and the Vodafone 720 have won the iF design award, which
recognises the best product design in the world and is run
by the International Design forum in Hanover, Germany.
Business portfolio
Vodafone continues to expand the business portfolio.
Two exclusive devices were introduced for the business customer:
the Palm Treo 500v and the BlackBerry® Curve 8310
Smartphone. Both of these devices are designed to offer a
blend of business grade email combined with Vodafone live!
consumer services, such as Google Maps, internet browsing
and instant messaging. In addition, the BlackBerry 8100 series
and the BlackBerry 8110 series continue to create strong
market demand. The broadening of the Nokia E series range
increasingly drives sales in the business segment, and has
capability to leverage the consumer relevant services deployed
in the Nokia N series.
Vodafone Mobile Connect
The Vodafone Mobile Connect card with 3G broadband offers
enhanced speeds which can be up to 7.2 Mbps downlink and up
to 2.0 Mbps uplink by utilising HSPA technology.
Built-in 3G broadband from Vodafone is now available across a
portfolio of 44 laptop models. Vodafone’s partners Acer, Dell,
HP and Lenovo fit a Vodafone SIM at point of manufacture into
laptops which include a built-in modem and collaborate with
Vodafone in sales and marketing activities.
The Group has a range of Vodafone Mobile Connect USB modems
with exclusive designs, including USB sticks, all benefiting from
“plug and go” software. Their ease of use and attractive designs
support their deployment through consumer channels.
10 million branded
handsets shipped
in the year to 31 March 2008
Vodafone Group Plc Annual Report 2008 29

Vodafone – Performance
Key Performance Indicators
The Board and the Executive Committee monitor Group and regional performance
against budgets and forecasts using financial and non-financial metrics.
In addition to these metrics, the Group has also identified certain Key Performance
Indicators (1) (“KPIs”) to measure progress against the Group’s strategic objectives.
Financial KPIs
Year ended 31 March
KPI Purpose of KPI 2008 2007 2006
Group
Revenue and related Measure of the Group’s success in growing revenue given £35,478m £31,104m £29,350m
organic growth (2) its strategic objectives to stimulate revenue in the Europe 4.2% 4.3% 7.5%
region and to deliver strong growth in emerging markets.
Also used in determining management’s remuneration.
Adjusted operating profit Measure used for the assessment of operating performance £10,075m £9,531m £9,399m
and related organic growth (2) as it represents the operating profitability of the Group 5.7% 4.2% 11.8%
excluding non-operating income of associates, impairment
losses and other income and expense.
Also used in determining management’s remuneration.
Free cash flow (2) Provides an evaluation of the cash generated by the £5,540m £6,119m £7,119m
Group’s operations and available for reinvestment,
shareholder returns or debt reduction.
Also used in determining management’s remuneration.
Capitalised fixed asset additions Measure of the Group’s investment in capital expenditure £5,075m £4,208m £4,005m
to deliver services to customers.
Adjusted earnings per share (2) Measure of the Group’s operating performance after taking 12.50p 11.26p 10.11p
into account taxation and financing costs. Impacts the level
of dividend payout as the Group’s dividend policy is based
on adjusted earnings per share.
Also used in determining management’s remuneration.
Operational KPIs
Year ended 31 March
KPIs Purpose of KPI 2008 2007 2006
Group
Mobile customer net additions Measure of the Group’s success at attracting new 40.5m 23.9m 26.6m
and retaining existing customers.
3G registered devices and Measure of the number of 3G devices, which are key 27.0m 15.9m 7.9m
related organic growth enablers of future data revenue growth. 67.5% 105.6% 461.1%
Customer delight index Measure of customer satisfaction across the Group’s controlled 73.1 70.6 69.9
markets and its jointly controlled market in Italy.
Also used in determining management’s remuneration.
Notes:
(1) Definition of the key terms are provided on page 155.
(2) See ‘Non-GAAP information’ on page 150 for further details on the use of non-GAAP measures.
(3) Measurement of total communications revenue began on 1 April 2006, following the launch of current strategy in May 2006.
(4) KPI includes the results of common functions. For the year ended 31 March 2006, the KPI excludes the impact of Vodafone Sweden which was disposed of in January 2006.
30 Vodafone Group Plc Annual Report 2008

Strategic KPIs
Year ended 31 March
KPI Purpose of KPI 2008 2007 2006
Group “Innovate and deliver on our customers’ total communications needs”
Total communications revenue Measures the Group’s growth in total communications £4,565m £3,310m See note 3
revenue, a key driver in the growth of the business for the future.
Also used in determining management’s remuneration.
Total communications revenue Measures progress against the Group’s target to increase total 12.9% 10.6% See note 3
as a percentage of Group revenue communications revenue to 20% of total Group revenue by
the 2010 financial year.
Data revenue and related Data revenue growth is expected to be a key driver of £2,180m £1,428m £1,098m
organic growth (2) the future growth of the business. 40.6% 30.7% 51.8%
Europe “Revenue stimulation and cost reduction in Europe”
Revenue and related Revenue and revenue growth is an indicator of the £26,081m £24,592m £24,733m
organic growth (2) success of the revenue stimulation strategy. 2.0% 1.4% 5.6%
Adjusted operating profit Measure of profitability and also used to track success £6,206m £6,159m £6,425m
and related organic growth (2) in stimulating revenue and reducing costs. (1.5)% (3.7)% 5.2%
Operating expenses as a Measure of how operating expenses are being controlled 23.4% 23.8% 22.8%
percentage of service revenue and is an indicator of the success of the cost reduction
measures within the Europe region.
Voice usage (millions of minutes) Voice usage is an important driver of revenue growth 182,613 156,546 135,933
especially in light of continuing price reductions due
to the competitive and regulatory environment.
Mobile capital intensity (4) Measures the Group’s performance against its target 9.9% 11.8% 12.4%
to reduce European mobile capital expenditure to
revenue ratio to 10% for the 2008 financial year.
EMAPA “Deliver strong growth in emerging markets”
Revenue and related Revenue growth is an indicator of the success of the £9,345m £6,441m £4,554m
organic growth (2) strategy to deliver growth in emerging markets. 14.5% 21.1% 19.4%
Adjusted operating profit and Measure of profitability and also used to ensure £3,729m £3,244m £2,763m
related organic growth (2) EMAPA is delivering strong profitable growth 20.9% 27.4% 16.0%
Operating expenses as a Measure of how operating expenses are being 25.9% 24.7% 25.1%
percentage of service revenue controlled in an environment of strong growth
Mobile customers and The number of closing mobile customers in the customer 119.1m 61.9m 39.8m
related organic growth base and the related growth is an indicator of the success 21.2% 26.7% 38.3%
of the strategy to deliver growth in emerging markets.
Vodafone Group Plc Annual Report 2008 31

Vodafone – Performance
Operating Results
This section presents the Group’s operating performance for the 2008 financial year compared to the
2007 financial year and for the 2007 financial year compared to the 2006 financial year, providing
commentary on how the revenue and the adjusted operating profit performance of the Group and its
operating segments within the Europe and EMAPA regions have developed in the last three years.
2008 Financial Year Compared to the 2007 Financial Year
Group
Common Group Group
Europe EMAPA functions (2) Eliminations 2008 2007 % Change
£m £m £m £m £m £m £ organic
Voice revenue (1) 17,485 7,486 − (92) 24,879 22,268
Messaging revenue 3,262 824 − (7) 4,079 3,587
Data revenue 1,827 359 − (6) 2,180 1,428
Fixed line revenue (1) 1,827 48 − (1) 1,874 1,580
Other service revenue 29 1 − − 30 8
Service revenue 24,430 8,718 − (106) 33,042 28,871 14.4 4.3
Acquisition revenue 1,039 450 − (1) 1,488 1,385
Retention revenue 355 34 − − 389 375
Other revenue 257 143 170 (11) 559 473
Revenue 26,081 9,345 170 (118) 35,478 31,104 14.1 4.2
Interconnect costs (3,980) (1,391) − 106 (5,265) (4,628)
Other direct costs (2,064) (1,354) 76 − (3,342) (2,761)
Acquisition costs (2,872) (939) − 1 (3,810) (3,281)
Retention costs (1,756) (259) − − (2,015) (1,755)
Operating expenses (5,719) (2,257) 97 11 (7,868) (6,719)
Acquired intangibles amortisation (78) (648) − − (726) (414)
Purchased licence amortisation (846) (63) − − (909) (892)
Depreciation and other amortisation (2,985) (1,154) (205) − (4,344) (3,848)
Share of result in associates (3) 425 2,449 2 − 2,876 2,725
Adjusted operating profit 6,206 3,729 140 − 10,075 9,531 5.7 5.7
Adjustments for:
Impairment losses − (11,600)
Other income and expense (28) 502
Non-operating income of associates − 3
Operating profit/(loss) 10,047 (1,564)
Non-operating income and expense 254 4
Investment income 714 789
Financing costs (2,014) (1,612)
Profit/(loss) before taxation 9,001 (2,383)
Income tax expense (2,245) (2,423)
Profit/(loss) for the financial year from continuing operations 6,756 (4,806)
Loss for the financial year from discontinued operations − (491)
Profit/(loss) for the financial year 6,756 (5,297)
Notes:
(1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line
operators and fixed broadband. All prior periods have been adjusted accordingly.
(2) Common functions represents the results of the partner markets and the net result of unallocated central Group costs and recharges to the Group’s operations, including royalty fees for use
of the Vodafone brand.
(3) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and
reported within Other Europe. The results are presented in accordance with the new organisational structure.
Revenue
Revenue increased by 14.1% to £35,478 million for the year ended 31 March 2008, with organic growth of 4.2%. The impact of acquisitions and disposals was
6.5 percentage points, primarily from acquisitions of subsidiaries in India in May 2007 and Turkey in May 2006 as well as the acquisition of Tele2’s fixed line
communication and broadband operations in Italy and Spain in December 2007. Favourable exchange rate movements increased revenue by 3.4 percentage points,
principally due to the 4.2% change in the average euro/£ exchange rate, as 60% of the Group’s revenue for the 2008 financial year was denominated in euro.
Revenue grew in the Europe and EMAPA regions by 6.1% and 45.1%, respectively, with growth in the EMAPA region benefiting from a 27.5 percentage point impact
from acquisitions and disposals. On an organic basis, Europe recorded growth of 2.0%, while EMAPA delivered an increase of 14.5%. EMAPA accounted for 62.1% of
the organic growth for the Group.
Organic revenue growth was driven by the higher customer base and successful usage stimulation initiatives, partially offset by ongoing price reductions and the
impact of regulatory driven reductions. Growth in data revenue was particularly strong, up 40.6% on an organic basis to £2,180 million, reflecting an increasing
penetration of mobile PC connectivity devices and improved service offerings.
Operating result
Operating profit increased to £10,047 million for the year ended 31 March 2008 from a loss of £1,564 million for the year ended 31 March 2007. The loss in the 2007
financial year was mainly the result of the £11,600 million of impairment charges that occurred in the year, compared with none in the 2008 financial year.
32 Vodafone Group Plc Annual Report 2008

Adjusted operating profit increased to £10,075 million, with 5.7% growth on both
a reported and organic basis. The net impact of acquisitions and disposals reduced
reported growth by 0.8 percentage points. The net impact of foreign exchange rates
was to increase adjusted operating profit by 0.8 percentage points, as the impact of
the 4.2% increase in the average euro/£ exchange rate was partially offset by 5.7%
and 7.2% decreases in the average US$/£ and ZAR/£ exchange rates, respectively.
59%, 25% and 4% of the Group’s adjusted operating profit for the 2008 financial
year was denominated in euro, US$ and ZAR, respectively.
On an organic basis, the EMAPA region generated all of the Group’s growth in
adjusted operating profit, with the 20.9% increase in the region driven by a higher
customer base and the resulting increase in service revenue. Europe’s adjusted
operating profit declined by 1.5% on an organic basis compared to the 2007
financial year, resulting from the continuing challenges of highly penetrated
markets, regulatory activity and continued price reductions.
In Europe, adjusted operating profit was stated after a £115 million benefit from the
release of a provision following a revised agreement in Italy relating to the use of
the Vodafone brand and related trademarks, which is offset in common functions,
and was also impacted by higher interconnect, acquisition and retention costs and
the impact of the Group’s increasing focus on fixed line services, including the
acquisition of Tele2 in Italy and Spain.
In the EMAPA region, adjusted operating profit was impacted by the investment
in growing the customer base and the impact of the acquisition in India during the
year and the inclusion of Turkey for a whole year. Both Vodafone Essar and Turkey
generated lower operating profits than the regional average, partially as a result of
the investment in rebranding the businesses to Vodafone, increasing the customer
base and improving network quality in Turkey.
Business acquisitions led to the increase in acquired intangible asset amortisation
and these acquisitions, combined with the continued investment in network
infrastructure, resulted in higher depreciation charges.
The Group’s share of results from associates grew by 5.5%, or 15.1% on an organic
basis. The organic growth was partially offset by a 5.5 percentage point impact
from the disposal of the Group’s interests in Belgacom Mobile S.A. and Swisscom
Mobile A.G. during the 2007 financial year and a 4.1 percentage point impact from
unfavourable exchange rate movements. The organic growth was driven by 24.8%
growth in Verizon Wireless.
Other income and expense for the year ended 31 March 2007 included the
gains on disposal of Belgacom S.A. and Swisscom Mobile A.G., amounting to
£441 million and £68 million, respectively.
Investment income and financing costs
2008 2007
£m £m
Investment income 714 789
Financing costs (2,014) (1,612)
Analysed as:
(1,300) (823)
Net financing costs before dividends from investments
Potential interest charges arising on settlement of
(823) (435)
outstanding tax issues (399) (406)
Dividends from investments 72 57
Foreign exchange (1) (7) (41)
Changes in fair value of equity put rights and
similar arrangements (2) (143) 2
(1,300) (823)
Notes:
(1) Comprises foreign exchange differences reflected in the Consolidated Income Statement in
relation to certain intercompany balances and the foreign exchange differences on financial
instruments received as consideration in the disposal of Vodafone Japan to SoftBank.
(2) Includes the fair value movement in relation to put rights and similar arrangements held by
minority interest holders in certain of the Group’s subsidiaries. The valuation of these financial
liabilities is inherently unpredictable and changes in the fair value could have a material impact
on the future results and financial position of Vodafone. Also includes a charge of £333 million
representing the initial fair value of the put options granted over the Essar Group’s interest in
Vodafone Essar, which has been recorded as an expense. Further details of these options are
provided on page 58.
Net financing costs before dividends from investments increased by 89.2% to
£823 million due to increased financing costs, reflecting higher average debt
and effective interest rates. After taking account of hedging activities, the net
financing costs before dividends from investments are substantially denominated
in euro. At 31 March 2008, the provision for potential interest charges arising on
settlement of outstanding tax issues was £1,577 million (2007: £1,213 million).
Taxation
The effective tax rate is 24.9% (2007: 26.3% exclusive of impairment losses).
The rate is lower than the Group’s weighted average statutory tax rate due to the
structural benefit from the ongoing enhancement of the Group’s internal capital
structure and the resolution of historic issues with tax authorities. The 2008
financial year tax rate benefits from the cessation of provisioning for UK Controlled
Foreign Company (“CFC”) risk as highlighted in the 2007 financial year. The 2007
financial year additionally benefited from one-off additional tax deductions in Italy
and favourable tax settlements in that year.
The 2007 effective tax rate including impairment losses was (101.7)%. The negative
tax rate arose from no tax benefit being recorded for the impairment losses of
£11,600 million.
Earnings/(loss) per share
Adjusted earnings per share increased by 11.0% from 11.26 pence to 12.50 pence
for the year to 31 March 2008, primarily due to increased adjusted operating profit
and the lower weighted average number of shares following the share consolidation
which occurred in July 2006. Basic earnings per share from continuing operations
were 12.56 pence compared to a basic loss per share from continuing operations
of 8.94 pence for the year to 31 March 2007.
2008 2007
£m £m
Profit/(loss) from continuing operations
attributable to equity shareholders 6,660 (4,932)
Adjustments:
Impairment losses – 11,600
Other income and expense (1) 28 (502)
Share of associated undertakings’
non-operating income and expense – (3)
Non-operating income and expense (2) (254) (4)
Investment income and financing costs (3) 150 39
Taxation 44 13
Adjusted profit from continuing
operations attributable to
equity shareholders 6,628 6,211
Weighted average number of
shares outstanding
Basic 53,019 55,144
Diluted (4) 53,287 55,144
Notes:
(1) The amount for the 2008 financial year represents a pretax charge offsetting the tax benefit
arising on recognition of a pre-acquisition deferred tax asset.
(2) The amount for the 2008 financial year includes £250 million representing the profit on
disposal of the Group’s 5.60% direct investment in Bharti Airtel Limited (“Bharti Airtel”).
(3) See notes 1 and 2 in investment income and financing costs.
(4) In the year ended 31 March 2007, 215 million shares have been excluded from the calculation
of diluted loss per share as they are not dilutive.
Vodafone Group Plc Annual Report 2008 33

Vodafone – Performance
Operating Results continued
Europe
Germany Italy Spain UK Arcor Other Eliminations Europe % change
£m £m £m £m £m £m £m £m £ Organic
Year ended 31 March 2008
Voice revenue (1) 3,791 3,169 3,792 3,601 10 3,408 (286) 17,485
Messaging revenue 710 689 425 923 1 547 (33) 3,262
Data revenue 583 274 341 383 – 291 (45) 1,827
Fixed line revenue (1) 21 137 86 24 1,596 49 (86) 1,827
Other service revenue 2 4 2 21 – – – 29
Service revenue 5,107 4,273 4,646 4,952 1,607 4,295 (450) 24,430 6.3 2.1
Acquisition revenue 178 129 268 300 25 142 (3) 1,039
Retention revenue 43 27 143 46 – 96 – 355
Other revenue 69 6 6 126 – 50 – 257
Revenue 5,397 4,435 5,063 5,424 1,632 4,583 (453) 26,081 6.1 2.0
Interconnect costs (593) (725) (719) (1,121) (382) (854) 414 (3,980)
Other direct costs (312) (238) (418) (484) (353) (283) 24 (2,064)
Acquisition costs (627) (325) (620) (766) (166) (378) 10 (2,872)
Retention costs (384) (106) (536) (389) – (341) – (1,756)
Operating expenses (1,139) (883) (964) (1,233) (406) (1,099) 5 (5,719)
Acquired intangibles amortisation – (31) (14) (22) – (11) – (78)
Purchased licence amortisation (354) (80) (6) (333) – (73) – (846)
Depreciation and other amortisation (723) (474) (504) (645) (100) (539) – (2,985)
Share of result in associates (2) – – – – – 425 – 425
Adjusted operating profit 1,265 1,573 1,282 431 225 1,430 – 6,206 0.8 (1.5)
Year ended 31 March 2007
Voice revenue (1) 3,981 3,307 3,415 3,604 – 3,297 (343) 17,261
Messaging revenue 746 563 380 760 – 501 (25) 2,925
Data revenue 413 189 247 295 – 194 (38) 1,300
Fixed line revenue (1) 15 22 20 17 1,419 26 (26) 1,493
Other service revenue 1 2 – 5 – – – 8
Service revenue 5,156 4,083 4,062 4,681 1,419 4,018 (432) 22,987
Acquisition revenue 172 124 307 274 22 108 (3) 1,004
Retention revenue 40 36 124 52 – 102 – 354
Other revenue 75 2 7 117 – 47 (1) 247
Revenue 5,443 4,245 4,500 5,124 1,441 4,275 (436) 24,592
Interconnect costs (645) (628) (675) (1,001) (338) (813) 432 (3,668)
Other direct costs (332) (242) (352) (452) (262) (275) 1 (1,914)
Acquisition costs (560) (249) (642) (677) (178) (301) 3 (2,604)
Retention costs (351) (107) (398) (372) – (315) – (1,543)
Operating expenses (1,126) (870) (866) (1,163) (396) (1,041) – (5,462)
Acquired intangibles amortisation – – – (11) – (11) – (22)
Purchased licence amortisation (340) (75) (37) (333) – (64) – (849)
Depreciation and other amortisation (735) (499) (430) (604) (96) (524) – (2,888)
Share of result in associates (2) – – – – – 517 – 517
Adjusted operating profit 1,354 1,575 1,100 511 171 1,448 – 6,159
Change at constant exchange rates % % % % % %
Voice revenue (1) (8.3) (7.9) 6.6 (0.1) – (0.6)
Messaging revenue (8.7) 17.2 7.3 21.4 – 4.7
Data revenue 34.7 38.8 32.2 29.8 – 44.0
Fixed line revenue (1) 38.6 489.7 318.5 41.2 7.7 73.0
Other service revenue 63.6 104.8 – 320.0 – –
Service revenue (4.8) 0.6 9.7 5.8 8.5 2.7
Acquisition revenue (0.4) (0.5) (15.5) 9.5 9.1 26.9
Retention revenue 0.9 (27.0) 10.9 (11.5) – (9.0)
Other revenue (10.2) 250.0 (22.7) 7.7 – 2.1
Revenue (4.7) 0.4 8.0 5.9 8.5 3.0
Interconnect costs (11.2) 10.9 2.4 12.0 8.7 0.8
Other direct costs (10.1) (6.1) 13.6 7.1 27.2 (2.2)
Acquisition costs 7.6 24.5 (7.1) 13.1 (10.0) 21.0
Retention costs 5.1 (3.4) 28.7 4.6 – 3.8
Operating expenses (2.7) (2.6) 6.8 6.0 (1.1) 1.3
Acquired intangibles amortisation – – – 100.0 – –
Purchased licence amortisation – 2.6 (88.9) – – 9.0
Depreciation and other amortisation (6.0) (8.8) 16.1 6.8 (1.0) (0.7)
Share of result in associates (2) – – – – – (20.7)
Adjusted operating profit (10.1) (3.8) 12.2 (15.7) 25.5 (4.7)
Notes:
(1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line
operators and fixed broadband. All prior periods have been adjusted accordingly.
(2) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and
reported within Other Europe. The results are presented in accordance with the new organisational structure.
34 Vodafone Group Plc Annual Report 2008

Mobile telecommunications KPIs
Germany Italy Spain UK Other Europe
Closing customers (’000) – 2008 34,412 23,068 16,039 18,537 18,515 110,571
– 2007 30,818 21,034 14,893 17,411 17,007 101,163
Closing 3G devices (’000) – 2008 5,836 5,905 5,264 3,632 3,555 24,192
– 2007 3,720 3,762 2,890 1,938 2,353 14,663
Voice usage (millions of minutes) – 2008 42,010 37,447 35,031 37,017 31,108 182,613
– 2007 33,473 32,432 30,414 31,736 28,491 156,546
See page 155 for definition of terms
The Group’s strategy in the Europe region is to drive additional usage and revenue
from core mobile voice and messaging services and to reduce the cost base in
an intensely competitive environment where unit price declines are typical each
year. The 2008 financial year saw a strong focus on stimulating additional usage
by offering innovative tariffs, larger minute bundles, targeted promotions and
focusing on prepaid to contract migration. Data revenue growth was strong
throughout the region, mainly due to the higher take up of mobile PC connectivity
devices. The Group’s ability to provide total communications services was enhanced
through the acquisition of Tele2’s fixed line communication and broadband
services in Italy and Spain in the second half of the year.
Revenue
Revenue growth of 6.1% was achieved for the year ended 31 March 2008,
comprising 2.0% organic growth, a 0.7 percentage point benefit from the inclusion
of acquired businesses, primarily Tele2, and 3.4 percentage points from favourable
movements in exchange rates, largely due to the strengthening of the euro
against sterling. The impact of acquisitions and exchange rate movements on
service revenue and revenue growth in Europe are shown below:
Impact of
exchange Impact of
Organic rates acquisitions Reported
growth Percentage Percentage growth
% points points %
Service revenue
Germany (4.8) 3.8 – (1.0)
Italy (2.0) 4.1 2.6 4.7
Spain 8.1 4.7 1.6 14.4
UK 5.8 – – 5.8
Arcor 8.5 4.7 – 13.2
Other Europe 2.4 4.2 0.3 6.9
Europe 2.1 3.4 0.8 6.3
Revenue – Europe 2.0 3.4 0.7 6.1
Service revenue grew by 6.3%, or by 2.1% on an organic basis, with strong growth
in data revenue being the main driver of organic growth. Revenue was also
positively impacted by the 9.3% rise in the total registered mobile customer base
to 110.6 million at 31 March 2008. These factors more than offset the negative
effects of termination rate cuts, the cancellation of top up fees on prepaid cards in
Italy resulting from new regulation issued in March 2007 and the Group’s ongoing
reduction of European roaming rates. Business segment service revenue, which
represents 28% of European service revenue, grew by approximately 5% on an
organic basis, driven by a 21% growth in the average business customer base,
including strong growth in closing handheld business devices and mobile PC
connectivity devices.
Voice revenue increased by 1.3%, but declined by 1.8% on an organic basis,
with the difference being due to the effect of favourable movements in exchange
rates. The organic decrease was primarily due to the effect of lower prices resulting
from Group initiatives and regulation-driven reductions.
•
•
•
Outgoing voice revenue remained stable on an organic basis, as the 20.1%
increase in outgoing call minutes, driven by the 9.0% higher outgoing usage
per customer and the higher customer base, was offset by the fall in the
effective rate per minute reflecting continued price reductions and the effect
of the cancellation of top up fees in Italy.
Incoming voice revenue fell by 4.6% on an organic basis as a result of ongoing
termination rate reductions throughout the region. The effective annual rate
of decline of 12%, driven by termination rate cuts in Germany, Italy and Spain,
was partially mitigated by the 8.3% growth in incoming voice minutes.
Roaming and international visitor revenue declined by 8.0% on an organic basis,
as expected, principally from the impact of the Group’s initiatives on retail and
wholesale roaming and regulatory-driven price reductions, which more than
offset growth of 13.3% in voice minute volumes.
Messaging revenue grew by 11.5%, or by 8.1% on an organic basis, driven by
good growth in usage, up 28.1%, particularly in Italy and the UK, resulting from
the success of a number of promotions and the higher take up of tariff bundles
and options.
Strong growth of 40.5%, or 35.7% on an organic basis, was achieved in data
revenue, primarily from a 61.5% rise in the number of mobile PC connectivity
devices, including the successful launch of the Vodafone Mobile Connect USB
modem in the business and consumer segments, coupled with the strong
promotion of data tariffs across many European markets.
Fixed line revenue increased by 22.4%, or by 4.7% on an organic basis, with 12.5
percentage points of this reported growth being contributed by the acquisition
of Tele2’s operations in Italy and Spain in December 2007. Organic growth was
mainly due to the increase in Arcor’s service revenue. At 31 March 2008, Europe
had 3.5 million fixed broadband customers.
Germany
At constant exchange rates, service revenue declined by 4.8%, mainly due to an
8.3% decrease in voice revenue resulting from a reduction in termination rates,
the full year impact of significant tariff cuts introduced in the second half of
the 2007 financial year and reduced roaming rates. This was partially offset by
32.1% growth in outgoing voice minutes, driven by a 9.1% increase in the average
customer base and higher usage per customer. Messaging revenue fell 8.7% at
constant exchange rates due to lower usage by prepaid customers and new tariffs
with inclusive messages sent within the Vodafone network, which stimulated an
8.8% growth in volumes but was more than offset by the resulting lower rate per
message. These falls were partially offset by 34.7% growth in data revenue at
constant exchange rates, largely due to a 71.9% increase in the combined number
of registered mobile PC connectivity devices and handheld business devices,
particularly in the business segment, as well as increased Vodafone HappyLive!
bundle penetration in the consumer segment.
Vodafone Group Plc Annual Report 2008 35

Vodafone – Performance
Operating Results continued
Italy
Service revenue increased by 0.6%, as a 7.9% fall in voice revenue was offset by
17.2% and 38.8% increases in messaging and data revenue, respectively, all at
constant exchange rates, as well as the contribution from the Tele2 acquisition
in the second half of the year. On an organic basis, service revenue fell by 2.0%.
The regulatory cancellation of top up fees and reduction in termination rates led
to the fall in voice revenue but were partially mitigated by a 20.1% rise in outgoing
voice usage, benefiting from a 23.2% increase in average consumer and business
contract customers, successful promotions and initiatives driving usage within the
Vodafone network, and elasticity arising from the top up fee removal. The success
of targeted promotions and tariff options contributed to the 31.8% growth in
messaging volumes, while the increase in data revenue was driven by a 108.0%
growth in registered mobile PC connectivity devices.
Spain
Spain delivered service revenue growth of 9.7%, with 6.6% growth in voice
revenue and 32.2% growth in data revenue, all at constant exchange rates, as
well as the contribution from the Tele2 acquisition in the second half of the year.
Organic growth in service revenue was 8.1%, with lower organic growth of 5.8%
in the second half of the year resulting from a slowing average customer base
in an increasingly competitive market. Outgoing voice and messaging revenue
benefited from the 9.1% growth in the average customer base and an increase
in usage volumes of 13.8% and 12.7%, respectively, driven by various usage
stimulation initiatives. A 101.1% increase in registered mobile PC connectivity
devices led to the increase in data revenue.
UK
The UK recorded service revenue growth of 5.8%, with an 8.9% increase in
the average customer base, following the success of the new tariff initiatives
introduced in September 2006. Sustained market performance and increased
penetration of 18 month contracts, leading to lower contract churn for the year,
contributed to the growth in the customer base. Voice revenue remained stable
as the lower prices were offset by a 16.6% increase in total usage. Messaging
revenue increased by 21.4% following a 36.7% rise in usage, driven by the higher
take up of messaging bundles. Growth of 29.8% was achieved in data revenue
due to improved service offerings for business customers and the benefit of
higher registered mobile PC connectivity devices.
Arcor
Arcor generated an 8.5% increase in service revenue at constant exchange rates,
principally driven by the growth in fixed broadband customers. Arcor’s own
customers increased from 2.1 million to 2.4 million in the financial year and
an additional 0.2 million customers were acquired through Vodafone Germany,
bringing the closing German fixed broadband customer base to 2.6 million.
The volume increase more than offset pricing pressure in the market. Revenue
also benefited from strong growth in Arcor’s carrier business, including that with
Vodafone Germany, which lowered overall Group costs.
Other Europe
Other Europe had service revenue growth of 6.9%, or 2.4% on an organic basis,
with strong organic growth in data revenue of 44.0%. Portugal and the Netherlands
delivered service revenue growth of 7.2% and 9.0%, respectively, at constant
exchange rates, both benefiting from strong customer growth. These were mostly
offset by a 6.2% decline in service revenue in Greece at constant exchange rates,
which arose from the impact of termination rate cuts in June 2007 and the
cessation of a national roaming agreement in April 2007.
36 Vodafone Group Plc Annual Report 2008
Adjusted operating profit
The impact of acquisitions and exchange rate movements on Europe’s adjusted
operating profit is shown below:
Impact of
exchange Impact of
Organic rates acquisitions Reported
growth Percentage Percentage growth
% points points %
Adjusted operating profit
Germany (10.1) 3.5 – (6.6)
Italy (1.4) 3.7 (2.4) (0.1)
Spain 14.4 4.3 (2.2) 16.5
UK (15.7) – – (15.7)
Arcor 25.5 6.1 – 31.6
Other Europe (4.2) 3.5 (0.5) (1.2)
Europe (1.5) 3.4 (1.1) 0.8
Adjusted operating profit increased by 0.8% for the year ended 31 March 2008,
with a decline of 1.5% on an organic basis, with the difference primarily due to
favourable exchange rate movements. Adjusted operating profit included the
benefit from the release of a provision following a revised agreement in Italy
related to the use of the Vodafone brand and related trademarks, which is offset
in common functions. Adjusted operating profit was also impacted by higher
interconnect, acquisition and retention costs and the impact of the Group’s
increasing focus on fixed line services, including the acquisition of Tele2 in Italy
and Spain.
Interconnect costs rose by 8.5%, or by 4.1% on an organic basis, as the higher
volume of outgoing calls to other networks more than offset the cost benefit
obtained from termination rate cuts throughout the region. The main increases
were recorded in the UK and Italy, partially offset by a decline in Germany.
Other direct costs grew by 7.8%, although only 1.3% on an organic basis, as
increases in the UK and Arcor were partially offset by a reduction in Germany.
A 10.3%, or 6.0% organic, rise in acquisition costs resulted from increases across
most of the region, reflecting the continued focus on attracting higher value
contract and business customers, particularly in the UK and Italy. Acquisition
costs per customer increased across the region, with the exception being
Germany due to a higher proportion of wholesale and prepaid connections.
Retention costs increased by 13.8%, or by 10.1% on an organic basis, largely
driven by higher costs in Spain, with smaller increases occurring across the
rest of the region.
Operating expenses were flat on an organic basis, as a result of the successful
control of costs and the benefit from the release of the brand royalty provision.
Various initiatives were implemented at both central and local levels. Central
initiatives included the consolidation and optimisation of data centres,
restructuring within central functions, continued migration from leased lines
to owned transmission and further renegotiation of contracts relating to various
network operating expenses. Locally there were restructuring programmes in
Germany and Italy and, more recently, in the UK.
Depreciation and other amortisation was 3.4% higher, or broadly stable on an
organic basis, as the additional charges resulting from the acquisition of Tele2
operations in Italy and Spain and unfavourable exchange rate movements were
partially offset by savings from lower capital expenditure and the consolidation
and optimisation of data centres.

Germany
Adjusted operating profit fell by 10.1% at constant exchange rates, primarily
due to the reduction in voice revenue. Total costs decreased at constant
exchange rates, mainly as a result of an 11.2% fall in interconnect costs, which
benefited from the termination rate cuts, and a 10.1% reduction in other direct
costs, mainly from fewer handset sales to third party distributors and lower
content costs than the 2007 financial year. Operating expenses fell by 2.7% at
constant exchange rates, reflecting targeted cost saving initiatives, despite the
growing customer base. Acquisition costs rose by 7.6% at constant exchange rates
due to a higher volume of gross additions and the launch of a fixed broadband
offer, while retention costs increased by 5.1% at constant exchange rates due
to a higher cost per upgrade from an increased focus on higher value customers.
Italy
Adjusted operating profit decreased by 0.1%, or 1.4% on an organic basis, primarily
as a result of the fall in voice revenue due to the regulatory cancellation of top
up fees. On an organic basis, total costs fell as higher interconnect and acquisition
costs were offset by a 15.8% fall in other direct costs after achieving lower prepaid
airtime commissions and a 7.4% reduction in operating expenses as a result of
the release of the provision for brand royalty payments following agreement
of revised terms. Interconnect costs increased by 6.2% on an organic basis,
reflecting the growth in outgoing voice minute volumes, partially offset by a
higher proportion of calls and messages to Vodafone customers, while acquisition
costs rose by 18.7% on an organic basis due to the investment in the business and
higher value consumer contract segments.
Spain
Spain generated growth of 16.5% in adjusted operating profit, or 14.4% on
an organic basis, due to the increase in service revenue, partially offset by a
28.3% rise on an organic basis in retention costs driven by the higher volume of
upgrades and cost per contract upgrade. The proportion of contract customers
within the total closing customer base increased by 3.2 percentage points to
58.0%. Acquisition costs decreased by 9.0% on an organic basis following the
reduction in gross additions. Interconnect costs were flat on an organic basis
as the benefit from termination rate cuts was offset by the higher volumes of
outgoing voice minutes. Operating expenses increased by 4.0% on an organic
basis but fell as a percentage of service revenue as a result of good cost control.
UK
Although service revenue grew by 5.8%, adjusted operating profit fell by 15.7%
as a result of the rise in total costs, partially offset by a £30 million VAT refund.
The UK business continued to invest in acquiring new customers in a highly
competitive market, leading to a 13.1% increase in acquisition costs. Interconnect
costs increased by 12.0% due to the 19.0% growth in outgoing mobile minutes,
reflecting growth in the customer base and larger bundled offers. The 7.1%
increase in other direct costs was due to cost of sales associated with the growing
managed solutions business and investment in content based data services.
Operating expenses increased by 6.0%, although remained stable as a percentage
of service revenue, with the increase due to a rise in commercial operating costs
in support of sales channels and customer care activities and a £35 million charge
for the restructuring programmes announced in March 2008, with savings
anticipated for the 2009 financial year.
Arcor
Adjusted operating profit increased by 25.5% at constant exchange rates, due
to the growth in service revenue, which exceeded increases in the cost base.
Other direct costs rose by 27.2% at constant exchange rates, largely driven by
higher access line fees from the expanding customer base, which also resulted in
an 8.7% increase at constant exchange rates in interconnect costs. The residual
cost base was relatively stable.
Other Europe
In Other Europe, adjusted operating profit fell by 1.2%, or 4.2% on an organic
basis, largely driven by a 20.7% fall at constant exchange rates in the share of
results of associates following increased acquisition and retention costs and
higher interest and tax charges, which more than offset a 6.5% rise in revenue at
constant exchange rates. The growth in adjusted operating profit of subsidiaries
was primarily driven by increases in Portugal and the Netherlands of 20.2% and
13.2%, respectively, at constant exchange rates, resulting from the growth in
service revenue, as well as good cost control in Portugal. These more than offset
the 7.1% fall at constant exchange rates in Greece, where results were affected
by a decline in service revenue, increased retention and marketing costs and a
regulatory fine.
Vodafone Group Plc Annual Report 2008 37

Vodafone – Performance
Vodafone – Performance
Operating Results continued
EMAPA
Eastern Middle East, Associates
Europe (2) Africa & Asia Pacific US Other Eliminations EMAPA % change
£m £m £m £m £m £m £m £ Organic (2)
Year ended 31 March 2008
Voice revenue (1) 2,584 3,818 1,085 (1) 7,486
Messaging revenue 333 210 281 – 824
Data revenue 108 187 64 – 359
Fixed line revenue (1) 16 7 25 – 48
Other service revenue – – 1 – 1
Service revenue 3,041 4,222 1,456 (1) 8,718 46.1 14.4
Acquisition revenue 61 261 128 – 450
Retention revenue 27 1 6 – 34
Other revenue 25 63 55 – 143
Revenue 3,154 4,547 1,645 (1) 9,345 45.1 14.5
Interconnect costs (522) (623) (247) 1 (1,391)
Other direct costs (445) (625) (284) – (1,354)
Acquisition costs (322) (395) (222) – (939)
Retention costs (97) (103) (59) – (259)
Operating expenses (769) (1,078) (410) – (2,257)
Acquired intangibles amortisation (223) (425) – – (648)
Purchased licence amortisation (19) (28) (16) – (63)
Depreciation and other amortisation (425) (503) (226) – (1,154)
Share of result in associates (3) – 2 – 2,447 – – 2,449
Adjusted operating profit 332 769 181 2,447 – – 3,729 15.0 20.9
Year ended 31 March 2007
Voice revenue (1) 2,037 2,098 942 5,077
Messaging revenue 271 142 254 667
Data revenue 70 26 42 138
Fixed line revenue (1) 14 66 7 87
Service revenue 2,392 2,332 1,245 5,969
Acquisition revenue 53 223 105 381
Retention revenue 19 – 2 21
Other revenue 13 10 47 70
Revenue 2,477 2,565 1,399 6,441
Interconnect costs (433) (364) (248) (1,045)
Other direct costs (314) (246) (224) (784)
Acquisition costs (219) (291) (167) (677)
Retention costs (78) (84) (50) (212)
Operating expenses (614) (509) (349) (1,472)
Acquired intangibles amortisation (285) (105) (2) (392)
Purchased licence amortisation (19) (17) (7) (43)
Depreciation and other amortisation (331) (255) (193) (779)
Share of result in associates (3) – – – 2,077 130 2,207
Adjusted operating profit 184 694 159 2,077 130 3,244
Change at constant exchange rates % % % % %
Voice revenue (1) 20.3 90.3 7.0
Messaging revenue 13.2 53.8 2.6
Data revenue 48.1 646.0 43.0
Fixed line revenue (1) 16.4 (89.9) 201.2
Service revenue 20.2 88.6 8.6
Acquisition revenue 12.3 25.9 13.7
Retention revenue 34.0 – 195.2
Other revenue 80.3 569.1 7.8
Revenue 20.5 85.2 9.2
Interconnect costs 13.5 78.1 (7.4)
Other direct costs 29.8 163.1 17.4
Acquisition costs 36.6 45.7 24.0
Retention costs 20.7 30.0 10.6
Operating expenses 17.7 120.4 9.6
Acquired intangibles amortisation (26.4) 316.7 (100.0)
Purchased licence amortisation (5.0) 75.0 128.6
Depreciation and other amortisation 21.1 104.5 8.1
Share of result in associates (3) – – – 24.8 (100.0)
Adjusted operating profit 93.3 15.3 4.6 24.8 (100.0)
Notes:
(1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line
operators and fixed broadband. All prior periods have been adjusted accordingly.
(2) On 1 October 2007, Romania rebased all of its tariffs and changed its functional currency from US dollars to euros. In calculating all constant exchange rate and organic metrics which include
Romania, previous US dollar amounts have been translated into euros at the 1 October 2007 US$/euro exchange rate.
(3) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and
reported within Other Europe. The results are presented in accordance with the new organisational structure.
38 Vodafone Group Plc Annual Report 2008

Mobile telecommunications KPIs
2008 2007
Eastern Middle East, Eastern Middle East,
Europe Africa & Asia Pacific EMAPA Europe Africa & Asia Pacific EMAPA
Closing customers (’000) 33,547 79,289 6,279 119,115 28,975 27,160 5,750 61,885
Closing 3G devices (’000) 686 885 1,297 2,868 347 367 778 1,492
Voice usage (millions of minutes)
See page 155 for definition of terms
48,431 189,747 12,845 251,023 39,658 37,449 11,371 88,478
Vodafone has continued to execute on its strategy to deliver strong growth in
emerging markets during the 2008 financial year, with the acquisition of Vodafone
Essar (formerly Hutchison Essar) in India and with strong performances in Turkey,
acquired in May 2006, Romania and Egypt. The Group is beginning to differentiate
itself in its emerging markets, with initiatives such as the introduction of Vodafone
branded handsets and the Vodafone M-PESA/Vodafone Money Transfer service.
On 8 May 2007, the Group continued to successfully increase its portfolio in
emerging markets by acquiring companies with interests in Vodafone Essar,
a leading operator in the fast growing Indian mobile market, following which
the Group controls Vodafone Essar. The business was rebranded to Vodafone
in September 2007.
In conjunction with the Vodafone Essar acquisition, the Group signed a
memorandum of understanding with Bharti Airtel, the Group’s former joint
venture in India, on infrastructure sharing and granted an option to a Bharti
group company to buy its 5.60% direct interest in Bharti Airtel, which was
exercised on 9 May 2007.
An initial public offering of 25% of Safaricom shares held by the Government of
Kenya closed to applicants on 23 April 2008. Share allocations are expected
to be announced on, or around, 30 May 2008, following which Safaricom will be
accounted for as an associate, rather than as a joint venture. The Group’s effective
equity interest will remain unchanged.
Revenue
Revenue growth for the year ended 31 March 2008 was 45.1% for the region,
or 14.5% on an organic basis, with the key driver for organic growth being the
increase in service revenue of 46.1%, or 14.4% on an organic basis. The impact of
acquisitions, disposal and foreign exchange movements on service revenue and
revenue growth are shown below:
Impact of Impact of
exchange acquisitions
Organic rates and disposal (1) Reported
growth Percentage Percentage growth
% points points %
Service revenue
Eastern Europe 9.7 6.9 10.5 27.1
Middle East, Africa and Asia 22.3 (7.6) 66.3 81.0
Pacific 8.6 8.3 – 16.9
EMAPA 14.4 3.4 28.3 46.1
Revenue – EMAPA 14.5 3.1 27.5 45.1
Note:
(1) Impact of acquisitions and disposal includes the impact of the change in consolidation status
of Bharti Airtel from a joint venture to an investment in February 2007.
On an organic basis, voice revenue grew by 12.8% and messaging revenue and
data revenue rose by 6.5% and 87.9%, respectively, as a result of the 26.2%
organic increase in the average customer base, driven primarily by increasing
penetration in emerging markets. Strong performances in Turkey, Egypt, Romania
and India contributed to the growth in service revenue.
Eastern Europe
In Eastern Europe, service revenue increased by 27.1%, or 9.7% on an organic
basis, driven by the acquisition of Turkey in the 2007 financial year and a good
performance in Romania.
At constant exchange rates, Turkey delivered revenue growth of 24%, assuming
the Group owned the business for the whole of both periods, with 25.2% growth
in the average customer base compared to the 2007 financial year. While growth
rates remained high, they slowed in the last quarter of the year, but remained
consistent with the overall growth rate for the market. In order to maintain
momentum in an increasingly competitive environment, the business is
concentrating on targeted promotional offers and focusing on developing
distribution, as well as continued investment in the brand and completing the
planned improvements to network coverage. The revenue performance year on
year was principally as a result of the increase in voice revenue driven by the rise
in average customers, but also benefited from the growth in messaging revenue,
resulting from higher volumes.
In Romania, service revenue increased by 15.0%, or 19.6% at constant exchange
rates, driven by an 18.3% rise in the average customer base following the impact
of initiatives focusing on business and contract customers, as well as growth
in roaming revenue and a strong performance in data revenue, which grew by
92.6%, or 97.7% at constant exchange rates, to £41 million following successful
promotions and a growing base of mobile data customers. However, service
revenue growth slowed in the last quarter, when compared to the same quarter
in the 2007 financial year, in line with lower average customer growth, which is
in turn driven by increased competition in the market, with five mobile operators
now competing for market share.
Middle East, Africa and Asia
Service revenue growth in Middle East, Africa and Asia increased by 81.0%, or
22.3% on an organic basis, with the acquisition of Vodafone Essar being the main
reason for the difference between reported and organic growth. The growth
in organic service revenue was as a result of strong performances in Egypt,
Vodacom and Safaricom, the Group’s joint venture in Kenya.
At constant exchange rates, Vodafone Essar has performed well since acquisition,
with growth in revenue of 55% assuming the Group owned the business for the
whole of both periods. Since acquisition, there have been 16.4 million net customer
additions, bringing the total customer base to 44.1 million at 31 March 2008.
Penetration in mobile telephony increased following falling prices of both handsets
and tariffs and network coverage increases. The market remains competitive with
prepaid offerings moving to lifetime validity products, which allow the customer
to stay connected to the network without requiring any top ups, following price
reductions in the market. Revenue continues to grow as the customer base
increases, particularly in outgoing voice as service offerings drive greater usage.
In Egypt, service revenue growth was 27.1%, or 31.2% at constant exchange rates,
benefiting from a 52.7% increase in the average customer base and an increase in
voice revenue, with the fall in the effective rate per minute being offset by a 60.1%
increase in usage. The success of recent prepaid customer offerings, such as the
Vodafone Family tariff, contributed to the 45.8% growth in closing customers
compared to the 2007 financial year.
Vodafone Group Plc Annual Report 2008 39

Vodafone – Performance
Operating Results continued
Vodacom’s service revenue increased by 8.6%, or 16.5% at constant exchange
rates, which was achieved largely through average customer growth of 23.1%.
The customer base was impacted by a change in the prepaid disconnection
policy, which resulted in 1.45 million disconnections in September 2007
and a higher ongoing disconnection rate. Vodacom’s data revenue growth
remained very strong, driven by a rapid rise in mobile PC connectivity devices.
Pacific
In the Pacific, service revenue increased by 16.9%, or 8.6% at constant exchange
rates. Australia was a key driver of the increase, with service revenue growth of
15.1%, or 7.5% at constant exchange rates, which was achieved despite the sharp
regulatory driven decline in termination rates during the year. Revenue growth in
Australia reflected an 8.0% increase in the average customer base and the mix of
higher value contract customers. New Zealand also saw strong growth in service
revenue, which increased by 20.0%, or by 10.1% at constant exchange rates,
driven primarily by a 16.7% increase in the average contract customer base and
strong growth in data and fixed line revenue.
Adjusted operating profit
Adjusted operating profit increased by 15.0% for the year ended 31 March 2008,
or 20.9% on an organic basis, due to strong performances in Romania, Vodacom,
Egypt and Verizon Wireless.
The table below sets out the reconciliation between reported and organic growth,
showing the effect of acquisitions, disposals and exchange rate movements on
adjusted operating profit:
Impact of Impact of
exchange acquisitions
Organic rates and disposals (1) Reported
growth Percentage Percentage growth
% points points %
Adjusted operating profit
Eastern Europe 21.2 (12.9) 72.1 80.4
Middle East, Africa and Asia 13.3 (4.5) 2.0 10.8
Pacific 4.6 9.2 – 13.8
EMAPA 20.9 (5.4) (0.5) 15.0
Note:
(1) Impact of acquisitions and disposals includes the impact of the change in consolidation
status of Bharti Airtel from a joint venture to an investment in February 2007.
The acquisitions in Turkey and India led to a rise in acquired intangible asset
amortisation, which reduced the reported growth in adjusted operating profit,
while the continued investment in network infrastructure in the region resulted in
higher depreciation charges. Reported growth in adjusted operating profit was
also impacted by the disposals of Belgacom Mobile S.A. and Swisscom Mobile A.G.
in the 2007 financial year.
Eastern Europe
Adjusted operating profit increased by 80.4%, or by 21.2% on an organic basis,
with the main contributors being Turkey and Romania. The organic increase in
adjusted operating profit was driven by growth in service revenue, offsetting the
impact of the higher cost base, particularly an organic increase in interconnect
costs and operating expenses of 7.5% and 5.7%, respectively. Depreciation and
amortisation increased by 16.0% on an organic basis, primarily due to continued
investment in network infrastructure, as well as network expansion into rural
areas and increased 3G capacity to support data offerings in Romania.
Turkey generated strong growth in adjusted operating profit, assuming the Group
owned the business for the whole of both periods, driven by the increase in
revenue. The closing customer base grew by 21.8% following additional investment
in customer acquisition activities, with the new connections in the year driving
the higher acquisition costs. Other direct costs were up, mainly due to ongoing
regulatory fees which equate to 15% of revenue. Operating expenses remained
constant as a percentage of service revenue but increased following continued
investment in the brand and network in line with the acquisition plan. There was
also a decrease in acquired intangible asset amortisation, following full amortisation
of the acquired brand by March 2007 as a result of the rebranding to Vodafone.
40 Vodafone Group Plc Annual Report 2008
Romania’s adjusted operating profit grew by 31.4%, or 37.7% at constant exchange
rates, with increases in costs being mitigated by service revenue performance.
Interconnect costs grew by 24.7%, or 29.4% at constant exchange rates, reflecting
the 18.3% rise in the average customer base. As a percentage of service revenue,
acquisition and retention costs increased by 0.7% to 13.3% as a result of the
increased competition for customers. Increases in the number of direct sales and
distribution employees, following the market trend towards direct distribution
channels, led to a 6.6% increase in operating expenses, or 11.0% at constant
exchange rates, while depreciation charges rose by 23.0%, or 27.6% at constant
exchange rates, due to network development to support 3G data offerings and
to increase network coverage in the rural areas.
Middle East, Africa and Asia
Adjusted operating profit rose by 10.8%, or 13.3% on an organic basis, with the
acquisition of Vodafone Essar and strong performances in Egypt and Vodacom
being the main factors for the reported increase. The main organic movements
in the cost base were in relation to other direct costs and operating expenses,
which increased by 38.0% and 23.4%, respectively. Depreciation and amortisation
increased by 36.3% on an organic basis, primarily due to enhancements in the
network in Egypt in order to increase capacity and support 3G offerings. In addition,
the expansion of the network in India, where approximately 1,950 base stations have
been constructed per month since acquisition, increased reported depreciation.
The Indian mobile market continued to grow, with penetration reaching
23% by the end of March 2008. Vodafone Essar, which successfully adopted the
Vodafone brand in September 2007, continued to perform well, with adjusted
operating profit slightly ahead of the expectations held at the time of the completion
of the acquisition. This was partially due to the Group’s rapid network expansion
in this market together with improvements in operating expense efficiency,
particularly in customer care. The outsourcing of the IT function was implemented
during January 2008 and is expected to lead to the faster roll out of more varied
services to customers, while delivering greater cost efficiencies.
In December 2007, the Group announced, alongside Bharti Airtel and Idea Cellular
Limited, the creation of an independent tower company, Indus Towers Limited,
to accelerate the expansion of network infrastructure in India, to reduce overall
costs and generate revenue from third party tenants.
In Egypt, adjusted operating profit increased by 6.3%, or 10.1% at constant
exchange rates. Interconnect costs grew by 41.8%, or 46.2% at constant exchange
rates, in line with the growth in outgoing revenue, with other direct costs rising
by 48.1%, or 52.4% at constant exchange rates, due to prepaid airtime commission
increases and 3G licence costs, both of which were offset by the rise in revenue.
Within operating expenses, staff investment programmes, higher publicity costs
and leased line costs increased during the year, although operating expenses
remained stable as a percentage of service revenue.
Vodacom’s adjusted operating profit rose by 11.8%, or 19.1% at constant
exchange rates. The main cost drivers were operating expenses, which increased
by 10.8%, or 19.2% at constant exchange rates, and other direct costs which grew
by 13.9%, or 22.3% at constant exchange rates, primarily as a result of increased
prepaid airtime commission following the growth of the business. Growth at
constant exchange rates was in excess of reported growth as Vodacom’s reported
performance in the 2008 financial year was impacted by the negative effect of
exchange rates arising on the translation of its results into sterling.
Pacific
Adjusted operating profit in the Pacific rose by 13.8%, or 4.6% at constant
exchange rates. A favourable performance in Australia was a result of the higher
contract customer base, achieved through expansion of retail distribution, with
higher contract revenue offsetting the increase in customer acquisition costs of
36.8%, or 27.6% at constant exchange rates.

Associates
2008 2007 Verizon Wireless change
Verizon Verizon
Wireless Other (1) Total Wireless Other (1) Total £ $
£m £m £m £m £m £m % %
Share of result of associates
Operating profit 2,771 – 2,771 2,442 167 2,609 13.5 20.3
Interest (102) – (102) (179) 2 (177) (43.0) (39.3)
Tax (166) – (166) (125) (39) (164) 32.8 41.0
Minority interest (56) – (56) (61) – (61) (8.2) (1.8)
2,447 – 2,447 2,077 130 2,207 17.8 24.8
Verizon Wireless (100% basis)
Total revenue (£m) 22,541 20,860 8.1 14.5
Closing customers (’000) 67,178 60,716
Average monthly ARPU ($) 53.9 52.5
Blended churn 14.7% 13.9%
Messaging and data as a percentage
of service revenue 19.8% 14.4%
Note:
(1) Other associates in 2007 include the results of the Group’s associated undertakings in Belgium and Switzerland until the announcement of their disposal in August 2006 and
December 2006, respectively.
Verizon Wireless increased its closing customer base by 10.6% in the year ended
31 March 2008, adding 6.5 million net additions to reach a total customer base of
67.2 million. The performance was particularly robust in the higher value contract
segment and was achieved in a market where the estimated mobile penetration
reached 88% at 31 March 2008.
The strong customer growth was achieved through a combination of higher gross
additions and Verizon Wireless’ strong customer loyalty, with the latter evidenced
through continuing low levels of churn. The 12.3% growth in the average mobile
customer base combined with a 2.7% increase in ARPU resulted in a 15.2%
increase in service revenue. ARPU growth was achieved through the continued
success of non-voice services, driven predominantly by data cards, wireless email
and messaging services. Verizon Wireless’ operating profit was impacted by
efficiencies in other direct costs and operating expenses, partly offset by a higher
level of customer acquisition and retention costs.
During the 2008 financial year, Verizon Wireless consolidated its spectrum
position through the Federal Communications Commission’s Auction 73, winning
the auction for a nationwide spectrum footprint plus licences for individual
markets for $9.4 billion, which will be fully funded by debt. This spectrum depth
will allow Verizon Wireless to continue to grow revenue, to preserve its reputation
as the nation’s most reliable wireless network, and to continue to lead in data
services to satisfy the next wave of services and consumer electronics devices.
The Group’s share of the tax attributable to Verizon Wireless for the year ended
31 March 2008 relates only to the corporate entities held by the Verizon Wireless
partnership. The tax attributable to the Group’s share of the partnership’s pre-tax
profit is included within the Group tax charge.
Investments
China Mobile, in which the Group has a 3.21% stake and which is accounted for
as an investment, increased its closing customer base by 24.0% in the year to
392.1 million. Dividends of £72 million were received by the Group in the 2008
financial year.
Vodafone Group Plc Annual Report 2008 41

Vodafone – Performance
Operating Results continued
2007 Financial Year Compared to the 2006 Financial Year
Group
Common Group Group
Europe EMAPA Functions (2) Eliminations 2007 2006 % change
£m £m £m £m £m £m £ Organic
Voice revenue (1) 17,261 5,077 − (70) 22,268 21,304
Messaging revenue 2,925 667 − (5) 3,587 3,289
Data revenue 1,300 138 − (10) 1,428 1,098
Fixed line revenue (1) 1,493 87 − − 1,580 1,391
Other service revenue 8 − − − 8 −
Service revenue 22,987 5,969 − (85) 28,871 27,082 6.6 4.7
Acquisition revenue 1,004 381 − − 1,385 1,295
Retention revenue 354 21 − − 375 448
Other revenue 247 70 168 (12) 473 525
Revenue 24,592 6,441 168 (97) 31,104 29,350 6.0 4.3
Interconnect costs (3,668) (1,045) − 85 (4,628) (4,463)
Other direct costs (1,914) (784) (66) 3 (2,761) (2,096)
Acquisition costs (2,604) (677) − − (3,281) (2,968)
Retention costs (1,543) (212) − − (1,755) (1,891)
Operating expenses (5,462) (1,472) 206 9 (6,719) (6,166)
Acquired intangibles amortisation (22) (392) − − (414) (157)
Purchased licence amortisation (849) (43) − − (892) (947)
Depreciation and other amortisation (2,888) (779) (181) − (3,848) (3,674)
Share of result in associates (3) 517 2,207 1 − 2,725 2,411
Adjusted operating profit 6,159 3,244 128 − 9,531 9,399 1.4 4.2
Adjustments for:
Impairment losses (11,600) (23,515)
Other income and expense 502 15
Non-operating income of associates 3 17
Operating loss (1,564) (14,084)
Non-operating income and expense 4 (2)
Investment income 789 353
Financing costs (1,612) (1,120)
Loss before taxation (2,383) (14,853)
Income tax expense (2,423) (2,380)
Loss for the financial year from continuing operations (4,806) (17,233)
Loss for the financial year from discontinued operations (491) (4,588)
Loss for the financial year (5,297) (21,821)
Notes:
(1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line
operators and fixed broadband. All prior periods have been adjusted accordingly.
(2) Common functions represents the results of partner markets and the net result of unallocated central Group costs and recharges to the Group’s operations, including royalty fees for use of the
Vodafone brand.
(3) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and
reported within Other Europe. The results for all periods are presented in accordance with the new organisational structure.
Revenue
Revenue increased by 6.0% to £31,104 million in the year to 31 March 2007, with
organic growth of 4.3%. The net impact of acquisitions and disposals contributed
3.3 percentage points to revenue growth, offset by unfavourable movements
in exchange rates of 1.6 percentage points, with both effects arising principally
in the EMAPA region.
The Europe region recorded organic revenue growth of 1.4%, while the EMAPA
region delivered organic revenue growth of 21.1%. As a result, the EMAPA
region accounted for more than 70% of the organic growth in Group revenue.
Strong performances were recorded in Spain and a number of the Group’s
emerging markets.
An increase in the average mobile customer base and usage stimulation initiatives
resulted in organic revenue growth of 2.5% and 7.0% in voice and messaging
revenue, respectively. Data revenue is an increasingly important component of
Group revenue, with organic growth of 30.7%, driven by increasing penetration
from 3G devices and growth in revenue from business services.
The Europe region and common functions contributed 79% of Group revenue,
of which approximately 63% was euro denominated, with the remaining 16%
being denominated in sterling. The remaining 21% was generated in the EMAPA
region where no single currency was individually significant.
42 Vodafone Group Plc Annual Report 2008
Operating result
Adjusted operating profit increased by 1.4% to £9,531 million, with organic growth
of 4.2%. The net impact of acquisitions and disposals and unfavourable exchange
rate movements reduced reported growth by 0.3 percentage points and 2.5
percentage points, respectively, with both effects arising principally in the EMAPA
region. The Europe region declined 3.7% on an organic basis, while the EMAPA
region recorded organic growth of 27.4%. Strong performances were delivered
in Spain, the US and a number of emerging markets.
Adjusted operating profit is stated after charges in relation to regulatory fines
in Greece of £53 million and restructuring costs within common functions,
Vodafone Germany, Vodafone UK and Other Europe of £79 million. The EMAPA
region accounted for all of the Group’s reported and organic growth in adjusted
operating profit.
Adjusted operating profit for the 2007 financial year was principally denominated
in euro (55%), US dollar (22%) and sterling (5%), with the remaining 18% being
denominated in other currencies.
The acquisitions and stake increases led to the rise in acquired intangible asset
amortisation, and these acquisitions, combined with the continued expansion of
network infrastructure in the EMAPA region, resulted in higher depreciation charges.

The Group’s share of results from associates increased by 13.0%, mainly due to
Verizon Wireless which reported record growth in net additions and increased
ARPU. The growth in Verizon Wireless was offset by a reduction in the Group’s
share of results from its other associated undertakings, which fell due to the
disposals of Belgacom Mobile S.A. and Swisscom Mobile A.G. as well as the
impact of reductions in termination rates and intense competition experienced
by SFR in France.
Operating loss was £1,564 million compared with a loss of £14,084 million in
the 2006 financial year following lower impairment charges. In the year ended
31 March 2007, the Group recorded an impairment charge of £11,600 million
(2006: £23,515 million) in relation to the carrying value of goodwill in the Group’s
operations in Germany (£6,700 million) and Italy (£4,900 million). The impairment
in Germany resulted from an increase in long term interest rates, which led to
higher discount rates, along with increased price competition and continued
regulatory pressures in the German market. The impairment in Italy resulted from
an increase in long term interest rates and the estimated impact of legislation
cancelling the fixed fees for the top up of prepaid cards and the related competitive
response in the Italian market. The increase in interest rates accounted for £3,700
million of the reduction in value during the 2007 financial year.
Certain of the Group’s cost reduction and revenue stimulation initiatives are
managed centrally within common functions. Consequently, operating and
capital expenses are incurred centrally and recharged to the relevant countries,
primarily in Europe. This typically results in higher operating expenses with
a corresponding reduction in depreciation for the countries concerned.
Other income and expense for the year ended 31 March 2007 included the gains
on disposal of Belgacom Mobile S.A. and Swisscom Mobile A.G., amounting to
£441 million and £68 million, respectively.
Investment income and financing costs
2007 2006
£m £m
Investment income 789 353
Financing costs (1,612) (1,120)
(823) (767)
Analysed as:
Net financing costs before dividends from investments (1) (435) (318)
Potential interest charges arising on settlement of
outstanding tax issues (406) (329)
Dividends from investments 57 41
Foreign exchange (2) (41) –
Changes in the fair value of equity put rights and
similar arrangements (3) 2 (161)
Net financing costs (823) (767)
Notes:
(1) Includes a one off gain of £86 million related to the Group renegotiating its investments in
SoftBank.
(2) Comprises foreign exchange differences reflected in the Consolidated Income Statement in
relation to certain intercompany balances and the foreign exchange differences on financial
instruments received as consideration in the disposal of Vodafone Japan to SoftBank, which
completed in April 2006.
(3) Includes the fair value movement in relation to the put rights and similar arrangements held
by minority interest holders in certain of the Group’s subsidiaries. The valuation of these
financial liabilities is inherently unpredictable and changes in the fair value could have a
material impact on the future results and financial position of Vodafone. Details of these
options can be found on page 58.
Net financing costs before dividends from investments increased by 36.8% to
£435 million as increased financing costs, reflecting higher average debt and
interest rates, and losses on mark to market adjustments on financial instruments
more than offset higher investment income resulting from new investments in
SoftBank, which arose on the sale of Vodafone Japan during the 2007 financial year,
including an £86 million gain related to the renegotiation of these investments.
At 31 March 2007, the provision for potential interest charges arising on settlement
of outstanding tax issues was £1,213 million.
Taxation
The effective tax rate, exclusive of impairment losses, was 26.3% (2006: 27.5%),
which was lower than the Group’s weighted average tax rate due to the
resolution of a number of historic tax issues with tax authorities and additional
tax deductions in Italy. The 2006 financial year benefited from the tax treatment
of a share repurchase in Vodafone Italy and favourable tax settlements.
A significant event in the 2007 financial year was a European Court decision in
respect of the UK CFC legislation, following which Vodafone has not accrued any
additional provision in respect of the application of UK CFC legislation to the Group.
The effective tax rate including impairment losses was (101.7)% compared to
(16.0)% for the 2006 financial year. The negative tax rates arose from no tax
benefit being recorded for the impairment losses of £11,600 million (2006:
£23,515 million).
Loss per share
Adjusted earnings per share increased by 11.4% from 10.11 pence to 11.26 pence
for the year to 31 March 2007. Basic loss per share from continuing operations
decreased from 27.66 pence to 8.94 pence for the year ended 31 March 2007.
2007 2006
£m £m
Loss from continuing operations
attributable to equity shareholders (4,932) (17,318)
Adjustments:
Impairment losses (1) 11,600 23,515
Other income and expense (502) (15)
Share of associated undertakings’
non-operating income (3) (17)
Non-operating income and expense (4) 2
Investment income and financing costs (2) 39 161
Tax on the above items 13 –
Adjusted profit from continuing
operations attributable to
equity shareholders 6,211 6,328
Weighted average number of
shares outstanding
Basic and diluted (3) 55,144 62,607
Notes:
(1) See note 10 to the Consolidated Financial Statements.
(2) See note 2 and 3 in investment income and financing costs.
(3) In the year ended 31 March 2007, 215 million (2006: 183 million) shares have been excluded
from the calculation of diluted loss per share as they are not dilutive.
Vodafone Group Plc Annual Report 2008 43

Vodafone – Performance
Operating Results continued
Europe
Germany Italy Spain UK Arcor Other Elimination Europe % change
£m £m £m £m £m £m £m £m £ Organic
Year ended 31 March 2007
Voice revenue (1) 3,981 3,307 3,415 3,604 − 3,297 (343) 17,261
Messaging revenue 746 563 380 760 − 501 (25) 2,925
Data revenue 413 189 247 295 − 194 (38) 1,300
Fixed line revenue (1) 15 22 20 17 1,419 26 (26) 1,493
Other service revenue 1 2 − 5 − − − 8
Service revenue 5,156 4,083 4,062 4,681 1,419 4,018 (432) 22,987 0.1 2.0
Acquisition revenue 172 124 307 274 22 108 (3) 1,004
Retention revenue 40 36 124 52 − 102 − 354
Other revenue 75 2 7 117 − 47 (1) 247
Revenue 5,443 4,245 4,500 5,124 1,441 4,275 (436) 24,592 (0.6) 1.4
Interconnect costs (645) (628) (675) (1,001) (338) (813) 432 (3,668)
Other direct costs (332) (242) (352) (452) (262) (275) 1 (1,914)
Acquisition costs (560) (249) (642) (677) (178) (301) 3 (2,604)
Retention costs (351) (107) (398) (372) − (315) − (1,543)
Operating expenses (1,126) (870) (866) (1,163) (396) (1,041) − (5,462)
Acquired intangibles amortisation − − − (11) − (11) − (22)
Purchased licence amortisation (340) (75) (37) (333) − (64) − (849)
Depreciation and other amortisation (735) (499) (430) (604) (96) (524) − (2,888)
Share of result in associates (2) − − − − − 517 − 517
Adjusted operating profit 1,354 1,575 1,100 511 171 1,448 − 6,159 (4.1) (3.7)
Year ended 31 March 2006
Voice revenue (1) 4,282 3,448 3,076 3,626 − 3,650 (356) 17,726
Messaging revenue 815 526 328 674 − 507 (14) 2,836
Data revenue 275 172 194 252 − 170 (40) 1,023
Fixed line revenue (1) 22 24 17 16 1,305 22 (34) 1,372
Service revenue 5,394 4,170 3,615 4,568 1,305 4,349 (444) 22,957
Acquisition revenue 185 94 269 285 15 170 − 1,018
Retention revenue 61 84 105 60 − 124 − 434
Other revenue 114 15 6 135 − 54 − 324
Revenue 5,754 4,363 3,995 5,048 1,320 4,697 (444) 24,733
Interconnect costs (732) (681) (634) (862) (368) (906) 444 (3,739)
Other direct costs (281) (241) (329) (355) (187) (273) − (1,666)
Acquisition costs (551) (172) (543) (665) (147) (423) − (2,501)
Retention costs (410) (177) (354) (455) − (356) − (1,752)
Operating expenses (1,077) (822) (762) (1,088) (390) (1,104) − (5,243)
Acquired intangibles amortisation − − − − − (2) − (2)
Purchased licence amortisation (342) (74) (69) (333) − (66) − (884)
Depreciation and other amortisation (865) (524) (336) (592) (89) (594) − (3,000)
Share of result in associates (2) − − − − − 479 − 479
Adjusted operating profit 1,496 1,672 968 698 139 1,452 − 6,425
Change at constant exchange rates % % % % % %
Voice revenue (1) (6.5) (3.6) 11.7 (0.6) − (9.3)
Messaging revenue (7.8) 7.6 16.8 12.8 − (0.6)
Data revenue 51.2 10.9 27.8 17.1 − 15.1
Fixed line revenue (1) (33.3) (6.9) 17.9 6.3 9.5 19.8
Service revenue (3.9) (1.5) 13.1 2.5 9.5 (7.2)
Acquisition revenue (6.4) 32.9 14.7 (3.9) 46.1 (35.7)
Retention revenue (34.1) (57.0) 18.9 (13.3) − (17.2)
Other revenue (33.5) (89.6) 22.8 (13.3) − (15.7)
Revenue (4.8) (2.2) 13.3 1.5 9.9 (8.6)
Interconnect costs (11.4) (7.2) 7.0 16.1 (7.6) (9.7)
Other direct costs 18.9 0.8 7.8 27.3 41.6 1.0
Acquisition costs 2.2 45.9 19.0 1.8 21.2 (28.6)
Retention costs (13.8) (39.0) 13.1 (18.2) − (11.2)
Operating expenses 5.1 6.6 14.3 6.9 2.3 (5.5)
Acquired intangibles amortisation − − − − − 423.8
Purchased licence amortisation − 1.5 (45.4) − − (3.5)
Depreciation and other amortisation (14.0) (4.5) 28.9 2.0 6.8 (11.2)
Share of result in associates (2) − − − − − 9.6
Adjusted operating profit (9.0) (5.4) 14.3 (26.8) 24.5 0.5
Notes:
(1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line
operators and fixed broadband. All prior periods have been adjusted accordingly.
(2) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and
reported within Other Europe. The results for all periods are presented in accordance with the new organisational structure.
44 Vodafone Group Plc Annual Report 2008

Mobile telecommunications KPIs
Germany Italy Spain UK Other Europe
Closing customers (’000) – 2007 30,818 21,034 14,893 17,411 17,007 101,163
– 2006 29,191 18,490 13,521 16,304 15,692 93,198
Closing 3G devices (’000) – 2007 3,720 3,762 2,890 1,938 2,353 14,663
– 2006 2,025 2,250 902 1,033 1,230 7,440
Voice usage (millions of minutes) – 2007 33,473 32,432 30,414 31,736 28,491 156,546
– 2006 26,787 29,604 23,835 28,059 27,648 135,933
See page 155 for definition of terms
The Europe region, where market penetration exceeds 100%, experienced intense
competition from established mobile operators and new market entrants as well
as ongoing regulator imposed rate reductions on incoming calls. As part of the
implementation of the Group’s strategy, the 2007 financial year’s performance
saw a strong focus on stimulating additional usage in a way that enhances value
to the customer and revenue, including significant tariff repositioning to maintain
competitiveness in the UK and Germany. On the cost side, the centralisation of
global service platform operations was completed in the 2007 financial year, with
good progress made in the consolidation and harmonisation of the data centres,
and a number of new initiatives to reduce the cost structure were implemented.
Revenue
Revenue decreased slightly by 0.6% for the year ended 31 March 2007, consisting of
a 1.4% organic increase in revenue, offset by a 0.5 percentage point adverse impact
from exchange rate movements and a 1.5 percentage point decrease resulting
from the disposal of the Group’s operations in Sweden in January 2006. The organic
revenue growth was mainly due to the increase in organic service revenue.
Service revenue growth was 0.1% for the Europe region. Organic growth of 2.0%
was driven by a 7.7% increase in the average mobile customer base, together with
a 17.0% increase in total voice usage and 27.1% reported growth in data revenue,
driven by innovative products and services, successful promotions and competitive
tariffs in the marketplace, although in turn organic growth was largely offset
by the downward pressure on voice pricing and termination rate cuts in certain
markets. The estimated impact of termination rate cuts and other adjustments
on the growth in service revenue and revenue is shown below.
Estimated
impact of
termination
rate cuts
Impact of and other Growth
exchange Impact of adjustments (1) excluding
Reported rates disposal Organic on revenue these
growth Percentage Percentage growth growth items
% points points % % %
Service revenue
Germany (4.4) 0.5 − (3.9) 3.4 (0.5)
Italy (2.1) 0.6 − (1.5) 5.1 3.6
Spain 12.4 0.7 − 13.1 5.2 18.3
UK 2.5 − − 2.5 0.5 3.0
Arcor 8.7 0.8 − 9.5 − 9.5
Other Europe (7.6) 0.4 7.3 0.1 4.7 4.8
Europe 0.1 0.5 1.4 2.0 3.5 5.5
Revenue − Europe (0.6) 0.5 1.5 1.4 3.2 4.6
Note:
(1) Revenue for certain arrangements is presented net of associated direct costs.
Customer growth in the region was strong in most markets, including 21.7%
and 16.9% growth in the closing contract customer base in Spain and Italy,
respectively. The UK reported a 7.7% growth in the closing contract base following
a much improved performance in the second half of the 2007 financial year.
Contract churn across the region was stable or falling in most markets due to
the continued focus on retention and longer contract terms being offered, while
prepaid churn rose due to intensified competition and customer self-upgrades.
Prepaid markets remained vibrant, with prepaid net additions accounting for
around 65% of the total net additions reported for the region.
Within the Europe region, Spain and Arcor contributed strong service revenue
growth, partly offset by declines in Germany, Italy and Other Europe. In Spain,
despite the increasing challenge in the marketplace from existing competitors,
the launch of a fourth operator and branded resellers, service revenue growth
of 13.1% at constant exchange rates was achieved. This growth was mainly due
to a 14.2% increase in the average mobile customer base in the period following
successful promotions and competitive tariffs, particularly in relation to contract
customers, which at 31 March 2007 account for 54.8% of the customer base,
compared to 49.6% at 31 March 2006. Arcor also achieved strong growth in
service revenue compared to the 2006 financial year, driven primarily by a 60.0%
increase in fixed broadband customers to 2,081,000 customers, with the launch
of new competitive tariffs leading to particularly good growth since January 2007.
Despite high competition and structural price declines, service revenue growth
in the UK accelerated throughout the 2007 financial year, driven by a higher
contract customer base and increased usage resulting from refreshed tariff
offerings. In Other Europe, reported service revenue decreased by 7.6%, while
underlying service revenue increased by 4.8% following an increase in the
average mobile customer base, and particularly strong growth in messaging and
data revenue in the Netherlands and Portugal where new tariffs and Vodafone
Mobile Connect data card initiatives proved particularly successful.
Germany and Italy reported declines in service revenue at constant exchange
rates of 3.9% and 1.5%, respectively, largely as a result of termination rate cuts.
Underlying service revenue in Italy grew by 3.6%, with acceleration in the second
half of the year due in particular to increasing messaging and voice volumes,
achieved through new tariffs and offers targeted to specific segments, and despite
the revenue loss incurred in March 2007 following the Italian Government’s
decision to eliminate the top up fee on prepaid cards. In Germany, underlying
service revenue declined slightly as a result of the intensely competitive market
in Germany and the launch of new tariffs in October 2006.
Vodafone Group Plc Annual Report 2008 45

Vodafone – Performance
Operating Results continued
Voice revenue
Voice revenue decreased by 2.6%, or by 0.6% on an organic basis, with strong
growth in voice usage offset by pressures on pricing resulting from competition
and from termination rate cuts.
Across the Europe region, outgoing voice minutes increased by 20.7%, or by
22.3% on an organic basis, driven by the increased customer base and various
usage stimulation initiatives and competitive tariff ranges. In Germany, outgoing
voice usage increased by 35.7%, with continued success from the Vodafone
Zuhause product, which promotes fixed to mobile substitution in the home and
which achieved 2.4 million registered customers at 31 March 2007. Additionally,
new tariffs were launched in Germany in October 2006, which provided improved
value bundles for customers allowing unlimited calls to other Vodafone
customers and fixed line customers, all of which significantly contributed to
increasing outgoing voice usage. In Italy, the increase in outgoing voice usage of
12.1% was mainly driven by demand stimulation initiatives such as fixed price per
call offers and focus on high value customers and business customers. In Spain,
the improved customer mix and success of both consumer and business offerings
assisted in increasing outgoing voice usage by 34.2%. New and more competitive
tariffs launched in the UK in July 2006 and September 2006 and various
promotions specifically aimed at encouraging usage contributed to the 16.7%
increase in Vodafone UK’s outgoing voice usage.
Offsetting the organic growth in outgoing voice usage was the impact of pricing
pressures in all markets due to increased competition, which led to outgoing voice
revenue per minute decreasing by 16.8% in the year ended 31 March 2007.
Termination rate cuts were the main factor in the 7.4% decline in organic incoming
voice revenue, with all markets except the UK experiencing termination rate cuts
during the year. Announced termination rate cuts after 30 September 2006
included a cut of 7% to 11.35 eurocents per minute in Spain effective from
October 2006 and a 20% cut to 8.8 eurocents per minute in Germany effective
from November 2006. The impact of the termination rate cuts in the Europe
region was to reduce the average effective incoming price per minute by around
13% to approximately 7 pence. Further termination rate cuts of 0.87 eurocents
every six months occurred in Spain with effect from April 2007, reducing the rate
to 7.0 eurocents by April 2009, while in Italy reductions in July 2007 and July
2008 of 13% below the retail price index have also been announced.
The success of Vodafone Passport, a competitively priced roaming proposition
with over 11 million customers at 31 March 2007, contributed to increasing the
volume of organic roaming minutes by 15.8%. Around 50% of the Group’s roaming
minutes within Europe were on Vodafone Passport by 31 March 2007. Organic
roaming revenue increased by 1.2% as the higher usage was largely offset by
price reductions, due to increasing adoption of Vodafone Passport and also the
Group’s commitment to reduce the average cost of roaming in the EU by 40% by
April 2007 when compared to summer 2005.
Non-voice revenue
Messaging revenue increased by 3.1%, or by 4.6% on an organic basis, mainly due
to growth in Italy, Other Europe and particularly Spain and the UK, partly offset by
declines in Germany. In Spain, the increase was driven by the larger customer
base, while in the UK, SMS volumes increased by 25.0% following higher usage
per customer. The growth in Italy was driven by an increase in SMS usage of 9.5%,
with sharp acceleration in the second half of the 2007 financial year following
successful demand stimulation initiatives. In Germany, messaging volumes
declined, resulting from the attraction of bigger voice bundles and the fact that
promotional activity that had occurred relating to messaging in the 2006 financial
year was not repeated in the 2007 financial year.
46 Vodafone Group Plc Annual Report 2008
Data revenue grew by 27.1%, or by 29.5% on an organic basis, with the growth
being stimulated by the 97.1% increase in registered 3G enabled devices on the
Group’s networks at 31 March 2007, encouraged by an expanded portfolio and
competitively priced offerings. Strong growth was experienced in all Europe’s
segments, though Germany demonstrated particularly strong growth of 50% as a
result of attractive tariff offerings, including flat rate tariff options, and the benefit
of improved coverage of the HSDPA technology enabled network, facilitating
superior download speeds for data services. Growth in Italy, Spain and the UK was
assisted by the expansion of HSDPA network coverage and increased penetration
of Vodafone Mobile Connect data cards, of which 74%, 64% and 53% were sold
during the 2007 financial year as HSDPA enabled devices in each of these markets
respectively. The launch of a modem which provides wireless internet access for
personal computers also made a positive contribution to data revenue. In Other
Europe, successful Vodafone Mobile Connect data cards initiatives in the
Netherlands and Portugal were the primary cause of growth in data revenue.
Fixed line revenue increased by 8.8%, mainly due to Arcor’s increased customer base.
Adjusted operating profit
Adjusted operating profit fell by 4.1%, or by 3.7% on an organic basis, with the
disposal of the Group’s operations in Sweden being the main cause of the decline.
The growth in operating expenses and other direct costs, including the charge in
relation to a regulatory fine in Greece of £53 million, also had an adverse effect
on adjusted operating profit.
Interconnect costs remained stable for the 2007 financial year, once the effect
of the disposal of Sweden was excluded, with the increased outgoing call volumes
to other networks offset by the cost benefit from the impact of the termination
rate cuts.
Reported acquisition and retention costs for the region decreased by 2.5%,
but remained stable on an organic basis, when compared to the 2006 financial
year. In Spain, the main drivers of the increased costs were the higher volumes
of gross additions and upgrades, especially with regard to the higher proportion
of contract gross additions, which were achieved with higher costs per customer
as competition intensified. In Italy, costs increased slightly due to an increased
focus on acquiring high value contract customers and an increased volume of
prepaid customers. In Germany, retention costs declined as the cost per upgrade
was reduced and volumes slightly decreased. The UK saw a reduction in retention
costs resulting from a change in the underlying commercial model with indirect
distribution partners, where a portion of commissions are now recognised in other
direct costs. Acquisition costs in Other Europe decreased, primarily as a result of
lower gross contract additions in Greece and a reduction in cost per gross addition
in the Netherlands.
Other direct costs increased by 14.9%, or by 16.7% on an organic basis, primarily
caused by the regulatory fine in Greece and commissions in the UK discussed
above. Arcor saw an increase in direct access charges primarily as a result of
having a higher customer base.
Operating expenses increased by 4.2%, or by 7.4% on an organic basis, primarily
caused by increased intercompany recharges, a result of the centralisation of data
centre and service platform operations, which were offset by a corresponding
reduction in depreciation expense, and a 14.3% increase in Spain’s operating
expenses at constant exchange rates as a result of the growth in this operating
company, but which only slightly increased as a percentage of service revenue.
Increased publicity spend in the UK, Italy and Greece, and restructuring costs in
Germany, the UK and Ireland, also adversely affected operating expenses during
the 2007 financial year.

As many of the cost reduction initiatives are centralised in common functions, as
described earlier, the Group’s target in respect of operating expenses for the total
of the Europe region (excluding Arcor) includes common functions but excludes
the developing and delivering of new services and business restructuring costs.
On this basis, these costs grew by 3.5% in the 2007 financial year for the reasons
outlined in the preceding paragraph.
Associates
SFR, the Group’s associated undertaking in France, achieved an increase of 3.5% in
its customer base, higher voice usage and strong growth in data services. However,
service revenue was stable at constant exchange rates as the impact of these
items was offset by a 5.7% decline in ARPU due to the increase in competition and
significant termination rate cuts imposed by the regulator. The voice termination
rate was cut by 24% to 9.5 eurocents per minute with effect from 1 January 2006
and by a further 21% to 7.5 eurocents per minute with effect from 1 January 2007.
France is the first European Union country to impose regulation on SMS
termination rates, which were cut by 19% with effect from 1 January 2006 and
a further 30% with effect from mid September 2006 to 3 eurocents per SMS.
Cost reduction initiatives
The Group has set targets in respect of operating expenses and capitalised fixed
asset additions. The operating expense and capitalised fixed asset additions
targets relate to the Europe region (excluding Arcor) and common functions in
aggregate. During the 2007 financial year, the implementation of a range of Group
wide initiatives and cost saving programmes commenced, designed to deliver
savings in the 2008 financial year and beyond. The key initiatives were as follows:
•
The application development and maintenance initiative focused on driving
cost and productivity efficiencies through outsourcing the application
development and maintenance for key IT systems. In October 2006, the Group
announced that EDS and IBM had been selected to provide application
development and maintenance services to separate groupings of operating
companies within the Group. The initiative was in the execution phase in the
2007 financial year and was progressing ahead of plan, with a number of
operating companies having commenced service with their respective vendors.
•
•
•
•
•
The supply chain management initiative focused on centralising supply chain
management activities and leveraging Vodafone’s scale in purchasing activities.
Through the standardisation of designs and driving scale strategies in material
categories, the Group aimed to increase the proportion of purchasing
performed globally. The alignment of all objectives and targets across the
entire supply chain management was completed during the 2007 financial year.
The IT operations initiative created a shared service organisation to support the
business with innovative and customer focused IT services. This organisation
consolidated localised data centres into regionalised northern and southern
European centres and consolidated hardware, software, maintenance and
system integration suppliers to provide high quality IT infrastructure, services
and solutions.
The Group commenced a three year business transformation programme to
implement a single integrated operating model, supported by a single enterprise
resource planning (“ERP”) system covering human resources, finance and
supply chain functions.
The network team focused on network sharing deals in a number of operating
companies, with the principal objectives of cost saving and faster network rollout.
Many of the Group’s operating companies participated in external cost
benchmarking studies and used the results to target local cost reductions.
Initiatives implemented in the 2007 financial year included reductions to
planned network rollout, outsourcing and off-shoring of customer services
operations, property rationalisation, replacing leased lines with owned
transmission, network site sharing and renegotiation of supplier contracts
and service agreements.
Vodafone Group Plc Annual Report 2008 47

Vodafone – Performance
Operating Results continued
EMAPA
Eastern Middle East, Associates Associates
Europe Africa & Asia Pacific US Other EMAPA % change
£m £m £m £m £m £m £ Organic
Year ended 31 March 2007
Voice revenue (1) 2,037 2,098 942 5,077
Messaging revenue 271 142 254 667
Data revenue 70 26 42 138
Fixed line revenue (1) 14 66 7 87
Service revenue 2,392 2,332 1,245 5,969 42.3 20.4
Acquisition revenue 53 223 105 381
Retention revenue 19 − 2 21
Other revenue 13 10 47 70
Revenue 2,477 2,565 1,399 6,441 41.4 21.1
Interconnect costs (433) (364) (248) (1,045)
Other direct costs (314) (246) (224) (784)
Acquisition costs (219) (291) (167) (677)
Retention costs (78) (84) (50) (212)
Operating expenses (614) (509) (349) (1,472)
Acquired intangibles amortisation (285) (105) (2) (392)
Purchased licence amortisation (19) (17) (7) (43)
Depreciation and other amortisation (331) (255) (193) (779)
Share of result in associates (2) − − − 2,077 130 2,207
Adjusted operating profit 184 694 159 2,077 130 3,244 17.4 27.4
Year ended 31 March 2006
Voice revenue (1) 1,176 1,503 957 3,636
Messaging revenue 146 91 217 454
Data revenue 36 12 38 86
Fixed line revenue (1) − 19 − 19
Service revenue 1,358 1,625 1,212 4,195
Acquisition revenue 54 147 76 277
Retention revenue 13 − 1 14
Other revenue 10 12 46 68
Total revenue 1,435 1,784 1,335 4,554
Interconnect costs (296) (251) (247) (794)
Other direct costs (77) (159) (206) (442)
Acquisition costs (148) (198) (121) (467)
Retention costs (51) (48) (40) (139)
Operating expenses (335) (359) (359) (1,053)
Acquired intangibles amortisation (121) (33) (1) (155)
Purchased licence amortisation (13) (34) (16) (63)
Depreciation and other amortisation (218) (179) (205) (602)
Share of result in associates (2) − − − 1,732 192 1,924
Adjusted operating profit 176 523 140 1,732 192 2,763
Change at constant exchange rates % % % % %
Voice revenue (1) 79.0 56.8 5.3
Messaging revenue 88.7 74.8 25.4
Data revenue 100.1 142.6 17.2
Fixed line revenue (1) – 286.0 –
Service revenue 81.7 61.2 10.0
Acquisition revenue 1.4 78.0 43.0
Retention revenue 50.0 – 217.5
Other revenue 15.4 (7.8) 12.8
Revenue 78.0 62.1 12.1
Interconnect costs 49.8 62.3 7.1
Other direct costs 316.4 73.2 15.8
Acquisition costs 53.9 70.8 45.0
Retention costs 59.3 106.7 31.1
Operating expenses 88.4 61.0 3.4
Acquired intangibles amortisation 135.5 222.2 78.6
Purchased licence amortisation 48.0 (47.1) (49.8)
Depreciation and other amortisation 55.9 56.1 1.6
Share of result in associates (2) – – – 27.6 (31.2)
Adjusted operating profit 12.1 49.8 25.4 27.6 (31.2)
Notes:
(1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line
operators and fixed broadband. All prior periods have been adjusted accordingly.
(2) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and
reported within Other Europe. The results for all periods are presented in accordance with the new organisational structure.
48 Vodafone Group Plc Annual Report 2008

Mobile telecommunications KPIs
2007 2006
Eastern Middle East, Eastern Middle East,
Europe Africa & Asia Pacific EMAPA Europe Africa & Asia Pacific EMAPA
Closing customers (’000) 28,975 27,160 5,750 61,885 12,579 21,884 5,346 39,809
Closing 3G devices (’000) 347 65 758 1,170 135 − 281 416
Voice usage (millions of minutes)
See page 155 for definition of terms
39,658 37,449 11,371 88,478 13,302 18,300 9,811 41,413
A part of Vodafone’s strategy is to build on the Group’s track record of creating
value in emerging markets. Vodafone continued to execute on this strategy, with
strong performances in the Czech Republic, Egypt, Romania and South Africa.
The Group continued to successfully build its emerging markets portfolio through
acquisitions in Turkey and, subsequent to 31 March 2007, India. Since its acquisition
on 24 May 2006, Vodafone Turkey has shown a performance in excess of the
acquisition plan.
In December 2006, the Group increased its equity interest in Vodafone Egypt
from 50.1% to 54.9%, positioning the Group to capture further growth in this
lower penetrated market. The Group also entered into a new strategic partnership
with Telecom Egypt, the minority shareholder in Vodafone Egypt, to increase
cooperation between both parties and jointly develop a range of products and
services for the Egyptian market.
EMAPA’s growth has benefited from the 2006 financial year acquisitions in the
Czech Republic and the stake in Bharti Airtel in India, as well as the stake increases
in Romania and South Africa and the 2007 financial year acquisition in Turkey.
Bharti Airtel was accounted for as a joint venture until 11 February 2007, following
which the Group’s interest has been accounted for as an investment.
Revenue
Revenue increased by 41.4%, or 21.1% on an organic basis, driven by organic
service revenue growth of 20.4%. The impact of acquisitions, disposal and
exchange rates on service revenue and revenue growth is shown below.
Impact of Impact of
exchange acquisitions
Organic rates and disposal (1) Reported
growth Percentage Percentage growth
% points points %
Service revenue
Eastern Europe 20.0 (5.6) 61.7 76.1
Middle East, Africa and Asia 27.7 (17.7) 33.5 43.5
Pacific 10.0 (7.3) − 2.7
EMAPA 20.4 (10.9) 32.8 42.3
Revenue − EMAPA 21.1 (11.2) 31.5 41.4
Note:
(1) Impact of acquisitions and disposal includes the impact of the change in consolidation status
of Bharti Airtel from a joint venture to an investment.
Organic service revenue growth was driven by the 30.2% organic increase in the
average mobile customer base and the success of usage stimulation initiatives,
partially offset by declining ARPU in a number of markets due to the higher
proportion of lower usage prepaid customer additions.
Particularly strong customer growth was achieved in Eastern Europe and the
Middle East, Africa and Asia, where markets are typically less penetrated than in
Western Europe or the Pacific area.
Non-service revenue increased by 31.5%, or 28.9% on an organic basis, primarily
due to an increase in the level of gross additions in a number of countries
Eastern Europe
In Eastern Europe, service revenue grew by 76.1%, with the key driver of growth
being the acquisitions in the Czech Republic and Turkey, as well as the stake
increase in Romania. Good customer growth in all Eastern European markets
contributed to the organic service revenue growth.
Organic service revenue growth in Eastern Europe was principally driven by
Romania. As a result of the growth in the customer base and a promotional offer
of lower tariffs, which led to higher voice usage, constant currency service revenue
in Romania grew by 29.4%, calculated by applying the Group’s equity interest at
31 March 2007 to the whole of the 2006 financial year. The continued expansion
of 3G network coverage, the successful launch of 3G broadband, together with
introductory promotional offers, and increased sales of Vodafone Mobile Connect
data cards, resulted in data revenue growth of 66.7% at constant exchange rates.
In the Czech Republic, a focus on existing customers, including a Christmas
campaign of free weekend text messages available to all existing as well as new
customers, and the success of a business offering allowing unlimited on and
off net calls within a customers’ virtual private network for a fixed monthly fee,
had a positive impact on gross additions and drove the increase in average mobile
customers. This led to growth of 11.1% in service revenue at constant exchange
rates, calculated by applying the Group’s equity interest at 31 March 2007 to the
whole of the 2006 financial year.
Vodafone Turkey performed ahead of the expectations the Group had at the time
of the completion of the acquisition, with customer numbers, usage and adjusted
operating profit ahead of plan. Improvements in network reliability and coverage
have contributed to strong customer growth and allowed an increase in prepaid
tariffs, resulting in service revenue growth. Telsim was rebranded to Vodafone
in March 2007, with the launch of a new tariff with inclusive on and off net calls,
a first for the Turkish market.
Middle East, Africa and Asia
The service revenue growth of 43.5% in the Middle East, Africa and Asia resulted
primarily from the stake increases in South Africa in February 2006 and Egypt in
December 2006, together with the acquisition of the Group’s interest in Bharti
Airtel in India in December 2005, offset by an adverse movement in exchange
rates. Strong organic growth was achieved in all markets, particularly in Egypt
and South Africa, driven by the 40.2% increase in the average mobile customer
base compared to the 2006 financial year.
Strong customer growth, driven by prepaid tariff reductions, the availability of
lower cost handsets and high customer satisfaction with the Vodafone service,
contributed to the 39.5% constant currency service revenue growth in Egypt.
Innovative new products and services, including a new hybrid tariff offering
guaranteed airtime credit every month with the ability to top up as required, and
successful promotions, led to an increase in the average mobile customer base
and 21.6% constant currency organic service revenue growth in South Africa,
while the continued rollout of the 3G network led to strong growth in data revenue.
Bharti Airtel continued to perform well with strong growth in customers and
revenue, demonstrating the growth potential in the Indian market.
Pacific
Service revenue increased by 2.7%, with the impact of adverse foreign exchange
movements reducing reported growth by 7.3 percentage points. In Australia, a
continued focus on higher value customers delivered constant currency service
revenue growth of 13.7%, with improvements in both prepaid and contract ARPU.
The performance in Australia more than offset the reduced growth in constant
currency service revenue in New Zealand, where constant currency service
revenue growth was 2.7% following a cut in termination rates, which reduced
reported service revenue growth by 4.1%. After the negative impact of foreign
exchange movements, reported service revenue in New Zealand declined by 7.9%.
Vodafone Group Plc Annual Report 2008 49

Vodafone – Performance
Operating Results continued
Adjusted operating profit
The impact of acquisitions, disposal and exchange rates on adjusted operating
profit is shown below.
Impact of Impact of
exchange acquisitions
Organic rates and disposal (1) Reported
growth Percentage Percentage growth
% points points %
Adjusted operating profit
Eastern Europe 49.2 (7.6) (37.1) 4.5
Middle East, Africa and Asia 18.5 (16.9) 31.1 32.7
Pacific 25.4 (11.8) – 13.6
EMAPA 27.4 (8.7) (1.3) 17.4
Note:
(1) Impact of acquisitions and disposal includes the impact of the change in consolidation status
of Bharti Airtel from a joint venture to an investment.
Adjusted operating profit increased by 17.4%. On an organic basis, growth was 27.4%,
as the acquisitions and stake increases led to the rise in acquired intangible asset
amortisation reducing reported growth in operating profit. These acquisitions,
combined with the continued expansion of network infrastructure in the region,
including 3G and HSDPA upgrades, resulted in higher depreciation charges.
Organic growth in adjusted operating profit was driven by a strong performance
in Romania, Egypt, South Africa and the Group’s associated undertaking in the US.
Eastern Europe
Interconnect costs increased by 46.3%, or 23.8% on an organic basis, principally
as a result of the higher usage in Romania. An ongoing regulatory fee in Turkey
amounting to 15% of revenue increased other direct costs compared to the 2006
financial year.
Acquisition costs fell as a percentage of service revenue throughout most of
Eastern Europe, with increased investment in the direct distribution channel in
Romania resulting in lower subsidies on handsets. Retention costs decreased as
a percentage of service revenue, but increased on an organic basis due to a focus
on retaining customers through loyalty programmes in response to the increasing
competition in Romania, which had a positive impact on contract and prepaid churn.
Operating expenses increased by 1.0 percentage point as a percentage of service
revenue, primarily as a result of inflationary pressures in Romania and investment
in Turkey.
Middle East, Africa and Asia
Interconnect costs increased by 45.0%, or 26.8% on an organic basis, due to the
usage stimulation initiatives throughout the region.
Acquisition costs remained stable as a percentage of service revenue, while
retention costs increased, principally due to increased investment in retaining
customers in Egypt ahead of the launch of services by a new operator after
31 March 2007 and in South Africa in response to the introduction of mobile
number portability during the 2007 financial year, with the provision of 3G and
data enabled device upgrades for contract customers and a loyalty point scheme.
Operating expenses remained stable as a percentage of service revenue.
Pacific
The improved profitability in Australia was more than offset by the lower
profitability in New Zealand resulting from the increased cost of telecommunications
service obligation regulation, the impact of the acquisition of ihug and adverse
foreign exchange rates.
Acquisition and retention costs increased as a percentage of service revenue
due to the investment in higher value customers in Australia, which also had
a favourable impact on contract churn and were partially offset by savings in
network costs and operating expenses.
50 Vodafone Group Plc Annual Report 2008
Associates
2007 % change
Verizon Verizon
Wireless Other Total Wireless
Share of result of associates £m £m £m £ $
Operating profit 2,442 167 2,609 15.6 22.9
Interest (179) 2 (177) (12.3) (7.0)
Tax (125) (39) (164) 7.8 14.6
Minority interest (61) – (61) 1.7 6.7
2,077 130 2,207 19.9 27.6
2006
Verizon
Wireless Other Total
Share of result of associates £m £m £m
Operating profit 2,112 263 2,375
Interest (204) 1 (203)
Tax (116) (72) (188)
Minority interest (60) – (60)
1,732 192 1,924
% change
Verizon Wireless (100% basis) 2007 2006 £ $
Total revenue (£m) 20,860 18,875 10.5 17.4
Closing customers (’000) 60,716 53,020
Average monthly ARPU ($) 52.5 51.4
Blended churn 13.9% 14.7%
Mobile non-voice service
revenue as a percentage of
mobile service revenue 14.4% 8.9%
Verizon Wireless produced another year of record growth in organic net additions,
increasing its customer base by 7.7 million in the year ended 31 March 2007.
The performance was particularly robust in the higher value contract segment
and was achieved in a market where the estimated closing mobile penetration
reached 80%.
The strong customer growth was achieved through a combination of higher gross
additions and improvements in Verizon Wireless’ customer loyalty, with the latter
evidenced through lower levels of churn. The 15.4% growth in the average mobile
customer base combined with a 2.1% increase in ARPU resulted in a 17.8%
increase in service revenue. ARPU growth was achieved through the continued
success of data services, driven predominantly by data cards, wireless email and
messaging services. Verizon Wireless’ operating profit also improved due to
efficiencies in other direct costs and operating expenses, partly offset by a higher
level of customer acquisition and retention activity.
Verizon Wireless continued to lay the foundations for future data revenue growth
through the launch of both CDMA EV-DO Rev A, an enhanced wireless broadband
service, and broadcast mobile TV services during the first calendar quarter of
2007. In addition, Verizon Wireless consolidated its spectrum position during
the year with the acquisition of spectrum through the Federal Communications
Commission’s Advanced Wireless Services auction for $2.8 billion.
The Group’s share of the tax attributable to Verizon Wireless for the year ended
31 March 2007 relates only to the corporate entities held by the Verizon Wireless
partnership. The tax attributable to the Group’s share of the partnership’s pre-tax
profit is included within the Group tax charge.
The Group’s other associated undertakings in EMAPA have been impacted by
intense competition and reduction in termination rates, similar to the experiences
of the Group’s controlled businesses in the Europe region, which have had a
negative impact on revenue. The Group disposed of its associated undertakings
in Belgium and Switzerland on 3 November 2006 and 20 December 2006,
respectively, for a total cash consideration of £3.1 billion. Results are included
until the respective dates of the announcement of disposal.

Outlook
2009 financial year
Adjusted Capitalised
operating fixed asset Free
Revenue profit additions cash flow
£bn £bn £bn £bn
2008 performance 35.5 10.1 5.1 5.5 (1)
2009 outlook (2)(3) 39.8 to 40.7 11.0 to 11.5 5.3 to 5.8 5.1 to 5.6 (4)
Notes:
(1) The amount for the 2008 financial year includes £0.4 billion benefit from deferred payments
for capital expenditure but is stated after £0.7 billion of tax payments, including associated
interest, in respect of a number of long standing tax issues.
(2) Includes assumption of average foreign exchange rates for the 2009 financial year of
approximately £1:€1.30 (2008: 1.42) and £1:US$1.96 (2008: 2.01). A substantial majority
of the Group’s revenue, adjusted operating profit, capitalised fixed asset additions and free
cash flow is denominated in currencies other than sterling, the Group’s reporting currency.
A 1% change in the euro to sterling exchange rate would impact revenue by approximately
£250 million and adjusted operating profit by approximately £70 million.
(3) The outlook does not include the impact of a change in the Group’s effective interest in
Neuf Cegetel or any impact from Verizon Wireless’ potential acquisition of Alltel Corp.
(4) Excludes spectrum and licence payments, but includes estimated payments in respect of
long standing tax issues.
The outlook ranges reflect the Group’s assumptions for average foreign exchange
rates for the 2009 financial year. In respect of the euro to sterling exchange rate,
this represents an approximate 10% change to the 2008 financial year, resulting
in favourable year on year increases in revenue, adjusted operating profit and free
cash flow and adverse changes in capitalised fixed asset additions.
Operating conditions are expected to continue to be challenging in Europe given
the current economic environment and ongoing pricing and regulatory pressures
but with continued positive trends in messaging and data revenue and voice
usage growth. Increasing market penetration is expected to continue to result
in overall strong growth for the EMAPA region. The Group considers that its
geographically diverse portfolio should provide some resilience in the current
economic environment.
Revenue is expected to be in the range of £39.8 billion to £40.7 billion. The Group
continues to drive revenue growth, particularly in respect of its total communications
strategy for data and fixed broadband services and in emerging markets. Revenue
includes the first full year post acquisition of Vodafone Essar in India and the Tele2
businesses in Italy and Spain.
Adjusted operating profit is expected to be in the range of £11.0 billion to
£11.5 billion. The Group margin is expected to decline by a similar amount as
in the 2008 financial year but with a greater impact from lower margin fixed
broadband services. Verizon Wireless, the Group’s US associate, is expected to
continue to perform strongly.
Total depreciation and amortisation charges are anticipated to be around
£6.5 billion to £6.6 billion, higher than the 2008 financial year, primarily as a
result of the ongoing investment in capital expenditure in India and the impact
of changes in foreign exchange rates.
The Group expects capitalised fixed asset additions to be in the range of
£5.3 billion to £5.8 billion, including an increase in investment in India. Capitalised
fixed asset additions are anticipated to be around 10% of revenue for the total of
the Europe region and common functions, with continued investment in growth.
Free cash flow is expected to be in the range of £5.1 billion to £5.6 billion, excluding
spectrum and licence payments. This is after taking into account £0.3 billion from
payments for capital expenditure deferred from the 2008 financial year.
The Group will invest £0.2 billion in Qatar in respect of the second mobile licence
won in December 2007. During the 2009 financial year, Vodafone Qatar is expected
to pay £1.0 billion for the licence with the balance of the funding being provided
by the other shareholders in Vodafone Qatar.
The Group continues to make significant cash payments for tax and associated
interest in respect of long standing tax issues. The Group does not expect
resolution of the application of the UK Controlled Foreign Company legislation
to the Group in the near term.
The adjusted effective tax rate percentage is expected to be in the high 20s for
the 2009 financial year, with the Group targeting the high 20s in the medium term.
2008 financial year
Capitalised
Adjusted fixed
operating asset Free
Revenue profit additions cash flow (1)
£bn £bn £bn £bn
Outlook – May 2007 (2) 33.3 to 34.1 9.3 to 9.9 4.7 to 5.1 4.0 to 4.5
Outlook – November 2007 (3) 34.5 to 35.1 9.5 to 9.9 4.7 to 5.1 4.4 to 4.9
Foreign exchange (4) 0.7 0.1 0.1 0.1
Adjusted outlook (5) 35.2 to 35.8 9.6 to 10.0 4.8 to 5.2 4.5 to 5.0
2008 performance 35.5 10.1 5.1 5.5
Notes:
(1) The amount for the 2008 financial year includes £0.4 billion benefit from deferred payments
for capital expenditure but is stated after £0.7 billion of tax payments, including associated
interest, in respect of a number of long standing tax issues.
(2) The Group’s outlook from May 2007 reflected expectations for average foreign exchange
rates for the 2008 financial year of approximately £1:€1.47 and £1:US$1.98.
(3) The Group’s outlook, as updated in November 2007, reflected improvements in operational
performance, the impact of the Tele2 acquisition and updated expectations for average
foreign exchange rates for the 2008 financial year of approximately £1:€1.45 and £1:US$2.04.
(4) These amounts represent the difference between the forecast exchange rates used in the
November 2007 update and rates used to translate actual results including £1:€1.42 and
£1:US$2.01.
(5) Outlook from November 2007 adjusted solely for exchange rate differences as discussed in
note 4 above.
Vodafone Group Plc Annual Report 2008 51

Vodafone – Performance
Principal Risk Factors and Uncertainties
Regulatory decisions and changes in the regulatory environment could
adversely affect the Group’s business.
Because the Group has ventures in a large number of geographic areas, it must
comply with an extensive range of requirements that regulate and supervise the
licensing, construction and operation of its telecommunications networks and
services. In particular, there are agencies which regulate and supervise the allocation
of frequency spectrum and which monitor and enforce regulation and competition
laws which apply to the mobile telecommunications industry. Decisions by
regulators regarding the granting, amendment or renewal of licences, to the
Group or to third parties, could adversely affect the Group’s future operations in
these geographic areas. The Group cannot provide any assurances that governments
in the countries in which it operates will not issue telecommunications licences to
new operators whose services will compete with it. In addition, other changes in
the regulatory environment concerning the use of mobile phones may lead to a
reduction in the usage of mobile phones or otherwise adversely affect the Group.
Additionally, decisions by regulators and new legislation, such as those relating to
international roaming charges and call termination rates, could affect the pricing
for, or adversely affect the revenue from, the services the Group offers. Further
details on the regulatory framework in certain countries and regions in which the
Group operates, and on regulatory proceedings can be found in “Regulation” on
page 147.
Increased competition may reduce market share or revenue.
The Group faces intensifying competition. Competition could lead to a reduction
in the rate at which the Group adds new customers and to a decrease in the size
of the Group’s market share as customers choose to receive telecommunications
services, or other competing services, from other providers. Examples include,
but are not limited to, competition from internet based services and MVNOs.
The focus of competition in many of the Group’s markets continues to shift
from customer acquisition to customer retention as the market for mobile
telecommunications has become increasingly penetrated. Customer deactivations
are measured by the Group’s churn rate. There can be no assurance that the Group
will not experience increases in churn rates, particularly as competition intensifies.
An increase in churn rates could adversely affect profitability because the Group
would experience lower revenue and additional selling costs to replace customers.
Increased competition has also led to declines in the prices the Group charges for
its mobile services and is expected to lead to further price declines in the future.
Competition could also lead to an increase in the level at which the Group must
provide subsidies for handsets. Additionally, the Group could face increased
competition should there be an award of additional licences in jurisdictions in
which a member of the Group already has a licence.
Delays in the development of handsets and network compatibility and
components may hinder the deployment of new technologies.
The Group’s operations depend in part upon the successful deployment of
continuously evolving telecommunications technologies. The Group uses
technologies from a number of vendors and makes significant capital expenditures
in connection with the deployment of such technologies. There can be no
assurance that common standards and specifications will be achieved, that there
will be inter-operability across Group and other networks, that technologies will
be developed according to anticipated schedules, that they will perform according
to expectations or that they will achieve commercial acceptance. The introduction
of software and other network components may also be delayed. The failure of
vendor performance or technology performance to meet the Group’s expectations
or the failure of a technology to achieve commercial acceptance could result
in additional capital expenditures by the Group or a reduction in profitability.
52 Vodafone Group Plc Annual Report 2008
Expected benefits from cost reduction initiatives may not be realised.
The Group has entered into several cost reduction initiatives principally relating
to the outsourcing of IT application development and maintenance, data centre
consolidation, supply chain management and a business transformation
programme to implement a single, integrated operating model using one ERP
system. However, there is no assurance that the full extent of the anticipated
benefits will be realised.
Changes in assumptions underlying the carrying value of certain Group
assets could result in impairment.
Vodafone completes a review of the carrying value of its assets annually, or more
frequently where the circumstances require, to assess whether those carrying
values can be supported by the net present value of future cash flows derived
from such assets. This review examines the continued appropriateness of the
assumptions in respect of highly uncertain matters upon which the carrying
values of certain of the Group’s assets are based. This includes an assessment of
discount rates and long term growth rates, future technological developments
and timing and quantum of future capital expenditure, as well as several factors
which may affect revenue and profitability identified within other risk factors
in this section such as intensifying competition, pricing pressures, regulatory
changes and the timing for introducing new products or services. Due to the
Group’s substantial carrying value of goodwill under IFRS, the revision of any of
these assumptions to reflect current or anticipated changes in operations or the
financial condition of the Group could lead to an impairment in the carrying value
of certain assets in the Group. While impairment does not impact reported cash
flows, it does result in a non-cash charge in the Consolidated Income Statement
and thus no assurance can be given that any future impairments would not affect
the Company’s reported distributable reserves and therefore its ability to make
distributions to its shareholders or repurchase its shares. See “Critical Accounting
Estimates” on page 85.
The Group’s geographic expansion may increase exposure to
unpredictable economic, political and legal risks.
Political, economic and legal systems in emerging markets historically are less
predictable than in countries with more developed institutional structures.
As the Group increasingly enters into emerging markets, the value of the Group’s
investments may be adversely affected by political, economic and legal
developments which are beyond the Group’s control.
Expected benefits from acquisitions may not be realised.
The Group has made significant acquisitions, which are expected to deliver
benefits resulting from the anticipated growth potential of the relevant markets.
However, there is no assurance as to the successful integration of companies
acquired by the Group or the extent to which the anticipated benefits resulting
from the acquisitions will be achieved.
The Company’s strategic objectives may be impeded by the fact that it
does not have a controlling interest in some of its ventures.
Some of the Group’s interests in mobile licences are held through entities in
which it is a significant but not controlling owner. Under the governing documents
for some of these partnerships and corporations, certain key matters such as the
approval of business plans and decisions as to the timing and amount of cash
distributions require the consent of the partners. In others, these matters may
be approved without the Company’s consent. The Company may enter into
similar arrangements as it participates in ventures formed to pursue additional
opportunities. Although the Group has not been materially constrained by the
nature of its mobile ownership interests, no assurance can be given that its
partners will not exercise their power of veto or their controlling influence
in any of the Group’s ventures in a way that will hinder the Group’s corporate
objectives and reduce any anticipated cost savings or revenue enhancement
resulting from these ventures.

Expected benefits from investment in networks, licences and new
technology may not be realised.
The Group has made substantial investments in the acquisition of licences and in
its mobile networks, including the roll out of 3G networks. The Group expects to
continue to make significant investments in its mobile networks due to increased
usage and the need to offer new services and greater functionality afforded by
new or evolving telecommunications technologies. Accordingly, the rate of the
Group’s capital expenditures in future years could remain high or exceed that
which it has experienced to date.
There can be no assurance that the introduction of new services will proceed
according to anticipated schedules or that the level of demand for new services
will justify the cost of setting up and providing new services. Failure or a delay in
the completion of networks and the launch of new services, or increases in the
associated costs, could have a material adverse effect on the Group’s operations.
The Group may experience a decline in revenue or profitability
notwithstanding its efforts to increase revenue from the introduction
of new services.
As part of its strategy, the Group will continue to offer new services to its existing
customers and seek to increase non-voice service revenue as a percentage of
total service revenue. However, the Group may not be able to introduce these
new services commercially, or may experience significant delays due to problems
such as the availability of new mobile handsets, higher than anticipated prices
of new handsets or availability of new content services. In addition, even if these
services are introduced in accordance with expected time schedules, there is
no assurance that revenue from such services will increase ARPU or maintain
profit margins.
The Group’s business and its ability to retain customers and attract new
customers may be impaired by actual or perceived health risks associated
with the transmission of radio waves from mobile telephones,
transmitters and associated equipment.
Concerns have been expressed in some countries where the Group operates that
the electromagnetic signals emitted by mobile telephone handsets and base
stations may pose health risks at exposure levels below existing guideline levels
and may interfere with the operation of electronic equipment. In addition, as
described under the heading “Legal proceedings” in note 32 to the Consolidated
Financial Statements, several mobile industry participants, including the Company
and Verizon Wireless, have had lawsuits filed against them alleging various
health consequences as a result of mobile phone usage, including brain cancer.
While the Company is not aware that such health risks have been substantiated,
there can be no assurance that the actual, or perceived, risks associated with radio
wave transmission will not impair its ability to retain customers and attract new
customers, reduce mobile telecommunications usage or result in further litigation.
In such event, because of the Group’s strategic focus on mobile telecommunications,
its business and results of operations may be more adversely affected than those
of other companies in the telecommunications sector.
The Group’s business would be adversely affected by the non-supply of
equipment and support services by a major supplier.
Companies within the Group source network infrastructure and other equipment,
as well as network-related and other significant support services, from third party
suppliers. The withdrawal or removal from the market of one or more of these
major third party suppliers would adversely affect the Group’s operations and
could result in additional capital or operational expenditures by the Group.
Vodafone Group Plc Annual Report 2008 53

Vodafone – Performance
Financial Position and Resources
Consolidated Balance Sheet
2008 2007
£m £m
Non-current assets
Intangible assets 70,331 56,272
Property, plant and equipment 16,735 13,444
Investments in associated undertakings 22,545 20,227
Other non-current assets 8,935 6,861
118,546 96,804
Current assets 8,724 12,813
Total assets 127,270 109,617
Total equity shareholders funds 78,043 67,067
Total minority interests (1,572) 226
Total equity 76,471 67,293
Liabilities
Borrowings
Long term 22,662 17,798
Short term 4,532 4,817
Taxation liabilities
Deferred tax liabilities 5,109 4,626
Current taxation liabilities 5,123 5,088
Other non-current liabilities 1,055 954
Other current liabilities (2) 12,318 9,041
50,799 42,324
Total equity and liabilities 127,270 109,617
Non-current assets
Intangible assets
At 31 March 2008, the Group’s intangible assets were £70.3 billion, with goodwill
comprising the largest element at £51.3 billion (2007: £40.6 billion). The increase
in intangible assets was primarily as a result of £7.9 billion of favourable exchange
rate movements and £7.6 billion arising on the acquisitions of Vodafone Essar
and Tele2, partially offset by amortisation of £2.5 billion. Refer to note 28
to the Consolidated Financial Statements for further information on the
business acquisitions.
Property, plant and equipment
Property, plant and equipment increased from £13.4 billion at 31 March 2007 to
£16.7 billion at 31 March 2008, predominantly as a result of £4.1 billion of additions,
a £1.2 billion increase due to acquisitions during the year and £1.6 billion of
favourable foreign exchange movements, which more than offset the £3.4 billion
of depreciation charges and £0.1 billion reduction due to disposals.
Investments in associated undertakings
The Group’s investments in associated undertakings increased from £20.2 billion
at 31 March 2007 to £22.5 billion at 31 March 2008, as a result of a £2.9 billion
increase from the Group’s share of the results of its associates, after the
deductions of interest, tax and minority interest, mainly arising from the Group’s
investment in Verizon Wireless and favourable foreign exchange movements of
£0.3 billion, partially offset by £0.9 billion of dividends received.
Other non-current assets
Other non-current assets mainly relates to other investments held by the Group,
which totalled £7.4 billion at 31 March 2008 compared to £5.9 billion at 31 March
2007. The movement primarily represents an increase of £1.8 billion in the
investment in China Mobile as a result of the increase in the listed share price,
partially offset by the disposal of the Group’s 5.60% stake in Bharti Airtel.
54 Vodafone Group Plc Annual Report 2008
Current assets
Current assets decreased to £8.7 billion at 31 March 2008 from £12.8 billion
at 31 March 2007, mainly as a result of decreased cash holdings following the
completion of the Vodafone Essar acquisition.
Total equity shareholders’ funds
Total equity shareholders’ funds increased from £67.1 billion at 31 March 2007 to
£78.0 billion at 31 March 2008. The increase comprises primarily of the profit for
the year of £6.8 billion less equity dividends of £3.7 billion, a £5.8 billion benefit
from the impact of favourable exchange rate movements and the unrealised
holding gains on other investments discussed above.
Borrowings
Long term borrowings and short term borrowings increased to £27.2 billion at
31 March 2008 from £22.6 billion at 31 March 2007, mainly as a result of foreign
exchange movements and written put option liabilities assumed on the
completion of the Vodafone Essar acquisition.
Taxation liabilities
The deferred tax liability increased from £4.6 billion at 31 March 2007 to
£5.1 billion at 31 March 2008, which arose mainly from £0.5 billion in relation to
the acquisition of Vodafone Essar.
Other current liabilities
The increase in other current liabilities from £9.0 billion to £12.3 billion is primarily
to due foreign exchange differences arising on translation and other current
liabilities in the newly acquired Vodafone Essar.
Contractual obligations
A summary of the Group’s principal contractual financial obligations is shown below.
Further details on the items included can be found in the notes to the Consolidated
Financial Statements.
Payments due by period £m
1-3 3-5
Contractual obligations (1) Total 5 years
Borrowings (2) 34,537 5,492 10,150 4,728 14,167
Operating lease
commitments (3) 4,441 837 1,081 771 1,752
Capital
commitments (3)(4) 1,620 1,262 213 84 61
Purchase
commitments 2,347 1,548 439 283 77
Total contractual
cash obligations (1) 42,945 9,139 11,883 5,866 16,057
Notes:
(1) The above table of contractual obligations excludes commitments in respect of options over
interests in Group businesses held by minority shareholders (see “Option agreements and
similar arrangements”) and obligations to pay dividends to minority shareholders (see
“Dividends from associated undertakings and to minority shareholders”). The table excludes
current and deferred tax liabilities and obligations under post employment benefit schemes,
details of which are provided in notes 6 and 25 to the Consolidated Financial Statements,
respectively.
(2) See note 24 to the Consolidated Financial Statements.
(3) See note 31 to the Consolidated Financial Statements.
(4) Primarily related to network infrastructure.
Contingencies
Details of the Group’s contingent liabilities are included in note 32 to the
Consolidated Financial Statements.

Equity dividends
The table below sets out the amounts of interim, final and total cash dividends
paid or, in the case of the final dividend for the 2008 financial year, proposed,
in respect of each financial year, indicated in pence per ordinary share.
Pence per ordinary share
Year ended 31 March Interim Final Total
2004 0.9535 1.0780 2.0315
2005 1.91 2.16 4.07
2006 2.20 3.87 6.07
2007 2.35 4.41 6.76
2008 2.49 5.02 (1) 7.51
Note:
(1) The final dividend for the year ended 31 March 2008 was proposed on 27 May 2008 and is
payable on 1 August 2008 to holders of record as of 6 June 2008. For American Depositary
Share (“ADS”) holders, the dividend will be payable in US dollars under the terms of the ADS
depositary agreement.
The Company has historically paid dividends semi-annually, with a regular interim
dividend in respect of the first six months of the financial year payable in February
and a final dividend payable in August. The Board expects that the Company
will continue to pay dividends semi-annually. In November 2007, the directors
announced an interim dividend of 2.49 pence per share, representing a 6.0%
increase over last year’s interim dividend.
In considering the level of dividends, the Board takes account of the outlook
for earnings growth, operating cash flow generation, capital expenditure
requirements, acquisitions and divestments, together with the amount of debt
and share purchases.
The Board remains committed to its existing policy of distributing 60% of adjusted
earnings per share by way of dividend. The Group targets a low single A rating in
line with the policy established by the Board in 2006. The Group has no current
plans for share purchases or one-time returns.
Accordingly, the directors announced a proposed final dividend of 5.02 pence per
share, representing a 13.8% increase on last year’s final dividend.
Cash dividends, if any, will be paid by the Company in respect of ordinary shares
in pounds sterling or, to holders of ordinary shares with a registered address in
a country which has adopted the euro as its national currency, in euro, unless
shareholders wish to elect to continue to receive dividends in sterling, are
participating in the Company’s Dividend Reinvestment Plan, or have mandated
their dividend payment to be paid directly into a bank or building society account
in the UK. In accordance with the Company’s Articles of Association, the sterling:
euro exchange rate will be determined by the Company shortly before the
payment date.
The Company will pay the ADS Depositary, The Bank of New York, its dividend
in US dollars. The sterling: US dollar exchange rate for this purpose will be
determined by the Company up to ten New York and London business days prior
to the payment date. Cash dividends to ADS holders will be paid by the ADS
Depositary in US dollars.
Liquidity and capital resources
The major sources of Group liquidity for the 2008 and 2007 financial years
were cash generated from operations, dividends from associated undertakings,
borrowings through short term and long term issuances in the capital markets
and, particularly in the 2007 financial year, investment and business disposals.
The Group does not use off-balance sheet special purpose entities as a source
of liquidity or for other financing purposes.
The Group’s key sources of liquidity for the foreseeable future are likely to be
cash generated from operations and borrowings through long term and short
term issuances in the capital markets, as well as committed bank facilities.
The Group’s liquidity and working capital may be affected by a material decrease
in cash flow due to factors such as reduced operating cash flow resulting from
further possible business disposals, increased competition, litigation, timing of
tax payments and the resolution of outstanding tax issues, regulatory rulings,
delays in the development of new services and networks, licences and spectrum
payments, inability to receive expected revenue from the introduction of new
services, reduced dividends from associates and investments or increased
dividend payments to minority shareholders. Please see the section titled
“Principal Risk Factors and Uncertainties”, on pages 52 and 53. In particular,
the Group continues to anticipate significant cash tax payments and associated
interest payments due to the resolution of long standing tax issues.
The Group is also party to a number of agreements that may result in a cash
outflow in future periods. These agreements are discussed further in “Option
agreements and similar arrangements” at the end of this section.
Wherever possible, surplus funds in the Group (except in Egypt and India) are
transferred to the centralised treasury department through repayment of
borrowings, deposits, investments, share purchases and dividends. These are then
on-lent or contributed as equity to fund Group operations, used to retire external
debt or invested externally.
Cash flows
During the 2008 financial year, the Group increased its net cash inflow from
operating activities by 1.4% to £10,474 million. The Group generated £5,540
million of free cash flow from continuing operations, a reduction of 9.6% on the
2007 financial year, primarily as a result of higher payments for taxation and
interest and an increase in capital expenditure.
2008 2007
£m £m
Net cash flows from operating activities 10,474 10,328
Discontinued operations – 135
Continuing operations 10,474 10,193
Taxation 2,815 2,243
Purchase of intangible fixed assets (846) (899)
Purchase of property, plant and equipment (3,852) (3,633)
Disposal of property, plant and equipment 39 34
Operating free cash flow 8,630 8,073
Discontinued operations – (8)
Continuing operations 8,630 8,081
Taxation (2,815) (2,243)
Dividends from associated undertakings 873 791
Dividends paid to minority shareholders
in subsidiary undertakings (113) (34)
Dividends from investments 72 57
Interest received 438 526
Interest paid (1,545) (1,051)
Free cash flow 5,540 6,119
Discontinued operations – (8)
Continuing operations 5,540 6,127
Net cash (outflow)/inflow from acquisitions and disposals (5,957) 7,081
Other cash flows from investing activities 689 (92)
Equity dividends paid (3,658) (3,555)
Other cash flows from financing activities (2,549) (4,712)
Net cash flows in the year (5,935) 4,841
Dividends from associated undertakings and to minority shareholders
Dividends from the Group’s associated undertakings are generally paid at the
discretion of the Board of directors or shareholders of the individual operating and
holding companies and Vodafone has no rights to receive dividends, except where
specified within certain of the companies’ shareholders’ agreements, such as
with SFR, the Group’s associated undertaking in France. Similarly, the Group does
not have existing obligations under shareholders’ agreements to pay dividends
to minority interest partners of Group subsidiaries or joint ventures, except as
specified overleaf.
Vodafone Group Plc Annual Report 2008 55

Vodafone – Performance
Financial Position and Resources continued
Included in the dividends received from associated undertakings and investments
is an amount of £414 million (2007: £328 million) received from Verizon Wireless.
Until April 2005, Verizon Wireless’ distributions were determined by the terms of the
partnership agreement distribution policy and comprised income distributions
and tax distributions. Since April 2005, tax distributions have continued. Current
projections forecast that tax distributions will not be sufficient to cover the US
tax liabilities arising from the Group’s partnership interest in Verizon Wireless
until 2015 and, in the absence of additional distributions above the level of tax
distributions during this period, will result in a net cash outflow for the Group.
Under the terms of the partnership agreement, the Board has no obligation to
provide for additional distributions above the level of the tax distributions. It is the
current expectation that Verizon Wireless will continue to re-invest free cash flow
in the business and reduce indebtedness.
During the year ended 31 March 2008, cash dividends totalling £450 million
(2007: £450 million) were received from SFR in accordance with the shareholders’
agreement. It is currently expected that future dividends from SFR will reduce,
but by no more than 50%, between 2009 and 2011 inclusive, should SFR increase
debt levels following completion of the purchase of an additional stake in
Neuf Cegetel.
Verizon Communications Inc. (“Verizon”) has an indirect 23.1% shareholding in
Vodafone Italy and, under the shareholders’ agreement, the shareholders have
agreed to take steps to cause Vodafone Italy to pay dividends at least annually,
provided that such dividends will not impair the financial condition or prospects
of Vodafone Italy including, without limitation, its credit rating. During the 2008
financial year, Vodafone Italy declared and paid a gross dividend of €8.9 billion,
of which €2.1 billion was received by Verizon net of withholding tax.
The Vodafone Essar shareholders’ agreement provides for the payment of dividends
to minority partners under certain circumstances but not before May 2011.
Acquisitions and disposals
The Group paid a net £5,268 million cash and cash equivalents from acquisition
and disposal activities, including investments, in the year to 31 March 2008. An
analysis of the main transactions in the 2008 financial year, including the changes
in the Group’s effective shareholding, are shown in the table below. Further details
of the acquisitions are provided in note 28 to the Consolidated Financial Statements.
£m
Acquisitions (1) :
Acquisition of 100% of CGP Investments (Holdings) Limited
(“CGP”), a company with indirect interests in Vodafone Essar
Limited (formerly Hutchison Essar Limited) (5,429)
Tele2 Spain and Italy (from nil to 100%) (451)
Disposals:
Partial disposal of Bharti Airtel (from 9.99% to 5.00%) (1) 654
Other net acquisitions and disposals, including investments (1) (42)
Total (5,268)
Note:
(1) Amounts are shown net of cash and cash equivalents acquired or disposed.
56 Vodafone Group Plc Annual Report 2008
On 8 May 2007, the Group completed the acquisition of 100% of CGP Investments
(Holdings) Limited (“CGP”), a company with indirect interests in Vodafone Essar,
from Hutchison Telecommunications International Limited for cash consideration
of £5,438 million, net of £51 million cash and cash equivalents acquired, of which
£5,429 million was paid during the 2008 financial year. Following this transaction,
the Group has a controlling financial interest in Vodafone Essar. As part of this
transaction, the Group also assumed gross debt of £1,483 million, including £217
million related to written put options over minority interests, and issued a written
put to the Essar group for which the present value of the redemption price at the
date of grant was £2,154 million. See page 58 for further details on these options.
The Group also entered into a shareholders’ agreement with the Essar Group in
relation to Vodafone Essar.
On 9 May 2007, in conjunction with the acquisition of Vodafone Essar, the Group
entered into a share sale and purchase agreement in which a Bharti group
company irrevocably agreed to purchase the Group’s 5.60% direct shareholding
in Bharti Airtel. During the year ended 31 March 2008, the Group received
£654 million in cash consideration for 4.99% of such shareholding. The Group’s
remaining 0.61% direct shareholding was transferred in April 2008 for cash
consideration of £87 million. The Group retains a 4.36% indirect stake in
Bharti Airtel.
On 3 December 2007, the Group completed the acquisition of Tele2 Italia SpA
(“Tele2 Italy”) and Tele2 Telecommunication Services SLU (“Tele2 Spain”) from
Tele2 AB Group for a cash consideration of £452 million, of which £451 million
was paid during the 2008 financial year.
Other returns
The Board will periodically review the free cash flow, anticipated cash
requirements, dividends, credit profile and gearing of the Group and consider
additional shareholder returns.
Treasury shares
The Companies Act 1985 permits companies to purchase their own shares out of
distributable reserves and to hold shares with a nominal value not to exceed 10%
of the nominal value of their issued share capital in treasury. If shares in excess of
this limit are purchased they must be cancelled. While held in treasury, no voting
rights or pre-emption rights accrue and no dividends are paid in respect of
treasury shares. Treasury shares may be sold for cash, transferred (in certain
circumstances) for the purposes of an employee share scheme, or cancelled.
If treasury shares are sold, such sales are deemed to be a new issue of shares
and will accordingly count towards the 5% of share capital which the Company
is permitted to issue on a non pre-emptive basis in any one year as approved by
its shareholders at the AGM. The proceeds of any sale of treasury shares up to the
amount of the original purchase price, calculated on a weighted average price
method, is attributed to distributable profits which would not occur in the case
of the sale of non-treasury shares. Any excess above the original purchase price
must be transferred to the share premium account. The Company did not
repurchase any of its own shares between 1 April 2007 and 31 March 2008.
Shares purchased are held in treasury in accordance with section 162 of the
Companies Act 1985. The movement in treasury shares during the financial year
is shown below:
Number
million £m
1 April 2007 5,251 8,047
Re-issue of shares (118) (191)
31 March 2008 5,133 7,856

Funding
The Group’s consolidated net debt position at 31 March was as follows:
2008 2007
£m £m
Cash and cash equivalents (as presented in the
Consolidated Balance Sheet) 1,699 7,481
Trade and other receivables (1) 892 304
Trade and other payables (1) (544) (219)
Short term borrowings (4,532) (4,817)
Long term borrowings (22,662) (17,798)
(26,846) (22,530)
Net debt shown in the Consolidated Balance Sheet (25,147) (15,049)
Note:
(1) Trade and other receivables and payables included in net debt represent certain derivative
financial instruments (see notes 17 and 27 to the Consolidated Financial Statements).
(2) The amount for the 2008 financial year includes £2,625 million related to put options over
minority interests, including those in Vodafone Essar and Acror, which are reported as
financial liabilities
At 31 March 2008, the Group had £1,699 million of cash and cash equivalents,
with the decrease since 31 March 2007 being due to the holding of funds at
31 March 2007 prior to the completion of the Vodafone Essar transaction, which
occurred on 8 May 2007. Cash and cash equivalents are held in accordance with
the Group treasury policy.
The Group holds its cash and liquid investments in accordance with the
counterparty and settlement risk limits of the Board approved treasury policy.
The main forms of liquid investments at 31 March 2008 were money market
funds, commercial paper and bank deposits.
Net debt increased to £25,147 million, from £15,049 million at 31 March 2007,
as the impact of business acquisitions and disposals, movements in the liability
related to written put options and equity dividend payments were partially offset
by free cash flow. The impact of foreign exchange rates increased net debt by
£3,238 million, primarily as approximately 80% of net debt is denominated in euro
and the euro/£ exchange rate increased by 17.2% during the 2008 financial year.
Net debt represented approximately 31% of the Group’s market capitalisation
at 31 March 2008 compared with 16% at 31 March 2007. Average net debt at
month end accounting dates over the 12 month period ended 31 March 2008
was £22,194 million and ranged between £14,876 million and £25,147 million
during the year.
Consistent with the development of its strategy, the Group targets low single
A long term credit ratings, with its current credit ratings being P-2/F2/A-2 short
term and Baa1 stable/A- stable/A- stable long term from Moody’s, Fitch Ratings
and Standard & Poor’s, respectively. Credit ratings are not a recommendation to
purchase, hold or sell securities, in as much as ratings do not comment on market
price or suitability for a particular investor, and are subject to revision or withdrawal
at any time by the assigning rating organisation. Each rating should be evaluated
independently.
The Group’s credit ratings enable it to have access to a wide range of debt finance,
including commercial paper, bonds and committed bank facilities.
Commercial paper programmes
The Group currently has US and euro commercial paper programmes of $15 billion
and £5 billion, respectively, which are available to be used to meet short term
liquidity requirements. At 31 March 2008, €1,686 million (£1,342 million), £81
million and £33 million equivalent of other currencies were drawn under the euro
commercial paper programme, with such funds being provided by counterparties
external to the Group. There were no drawings under the US commercial paper
programme. At 31 March 2007, $26 million (£13 million) was drawn under the US
commercial paper programme and €1,531 million (£1,040 million) and £50 million
were drawn under the euro commercial paper programme. The commercial paper
facilities were supported by $11.3 billion (£5.7 billion) of committed bank facilities
(see “Committed facilities” below), comprised of a $6.1 billion Revolving Credit
Facility that matures on 24 June 2009 and a $5.2 billion Revolving Credit Facility
that matures on 22 June 2012. At 31 March 2008 and 31 March 2007, no amounts
had been drawn under either bank facility. On 8 May 2007, these facilities were
increased from $5.9 billion and $5.0 billion, respectively.
Bonds
The Group has a €25 billion Euro Medium Term Note programme and a US shelf
programme, which are used to meet medium to long term funding requirements.
At 31 March 2008, the total amounts in issue under these programmes split by
currency were $13.0 billion, £1.5 billion, €10.3 billion and AUD$ 0.3 billion.
In the year to 31 March 2008, bonds with a nominal value of £1.6 billion were
issued under the US shelf and the Euro Medium Term Note programme.
The bonds issued during the year were:
US shelf/
Euro Medium
Term Note
Amount (“EMTN”)
Date of bond issue Maturity of bond Currency Million programme
6 June 2007 6 June 2014 EUR 1,250 EMTN
6 June 2007 6 June 2022 EUR 500 EMTN
24 October 2007 27 February 2037 USD 500 US shelf
At 31 March 2008, the Group had bonds outstanding with a nominal value of
£17,143 million. On 13 May 2008, the Group issued €250 million of 3.625% bonds
maturing on 29 November 2012.
Committed facilities
The following table summarises the committed bank facilities available to the
Group at 31 March 2008.
Committed bank facilities Amounts drawn
24 June 2004
$6.1 billion Revolving Credit No drawings have been made against this
Facility, maturing 24 June 2009. facility. The facility supports the Group’s
commercial paper programmes and may
be used for general corporate purposes,
including acquisitions.
24 June 2005
$5.2 billion Revolving Credit No drawings have been made against this
Facility, maturing 22 June 2012. facility. The facility supports the Group’s
commercial paper programmes and may
be used for general corporate purposes,
including acquisitions.
21 December 2005
¥258.5 billion Term Credit The facility was drawn down in full on
Facility, maturing 16 March 2011, 21 December 2005. The facility is available
entered into by Vodafone for general corporate purposes, although
Finance K.K. and guaranteed amounts drawn must be on-lent to the
by the Company. Company.
16 November 2006
€0.4 billion Loan Facility, The facility was drawn down in full on
maturing 14 February 2014 14 February 2007. The facility is available
for financing capital expenditure in the
Group’s Turkish operating company.
Under the terms and conditions of the $11.3 billion committed bank facilities,
lenders have the right, but not the obligation, to cancel their commitments and
have outstanding advances repaid no sooner than 30 days after notification of
a change of control of the Company. This is in addition to the rights of lenders
to cancel their commitment if the Company has committed an event of default.
The facility agreements provide for certain structural changes that do not affect
the obligations of the Company to be specifically excluded from the definition
of a change of control.
Substantially the same terms and conditions apply in the case of Vodafone
Finance K.K.’s ¥258.5 billion term credit facility, although the change of control
provision is applicable to any guarantor of borrowings under the term credit facility.
Additionally, the facility agreement requires Vodafone Finance K.K. to maintain a
positive tangible net worth at the end of each financial year. As of 31 March 2008,
the Company was the sole guarantor.
Vodafone Group Plc Annual Report 2008 57

Vodafone – Performance
Financial Position and Resources continued
The terms and conditions of the €0.4 billion loan facility are similar to those of the
$11.3 billion committed bank facilities, with the addition that, should the Group’s
Turkish operating company spend less than the equivalent of $0.8 billion on
capital expenditure, the Group will be required to repay the drawn amount of the
facility that exceeds 50% of the capital expenditure.
Furthermore, two of the Group’s subsidiary undertakings are funded by external
facilities which are non-recourse to any member of the Group other than the
borrower, due to the level of country risk involved. These facilities may only be
used to fund their operations. At 31 March 2008, Vodafone India had facilities of
INR 138 billion (£1.7 billion), of which INR 118 billion (£1.5 billion) is drawn. Since
31 March 2008, Vodafone India has entered into additional facilities amounting to
INR 71.5 billion (£898 million). Vodafone Egypt has a partly drawn EGP 1.7 billion
(£156 million) syndicated bank facility of EGP 4.0 billion (£369 million) that
matures in March 2014.
In aggregate, the Group has committed facilities of approximately £9,870 million, of
which £6,174 million was undrawn and £3,696 million was drawn at 31 March 2008.
The Group believes that it has sufficient funding for its expected working capital
requirements. Further details regarding the maturity, currency and interest rates
of the Group’s gross borrowings at 31 March 2008 are included in note 24 to the
Consolidated Financial Statements.
Financial assets and liabilities
Analyses of financial assets and liabilities, including the maturity profile of debt,
currency and interest rate structure, are included in notes 18 and 24 to the
Consolidated Financial Statements. Details of the Group’s treasury management
and policies are included within note 24 to the Consolidated Financial Statements.
Option agreements and similar arrangements
Potential cash inflows
On 8 August 2007, the Group announced that it had decided not to exercise its
rights under its agreement with Verizon Communications (“Verizon”) to sell to
Verizon up to $10 billion of the Group’s interest in Verizon Wireless. There are no
other agreements, which allow Vodafone to put its interest in Verizon Wireless
to Verizon.
Potential cash outflows
In respect of the Group’s interest in the Verizon Wireless partnership, an option
granted to Price Communications, Inc. by Verizon Communications Inc. was
exercised on 15 August 2006. Under the option agreement, Price Communications,
Inc. exchanged its preferred limited partnership interest in Verizon Wireless of the
East LP for 29.5 million shares of common stock in Verizon Communications Inc.
Verizon Communications Inc. has the right, but not the obligation, to contribute
the preferred interest to the Verizon Wireless partnership, diluting the Group’s
interest. However, the Group also has the right to contribute further capital to the
Verizon Wireless partnership in order to maintain its percentage partnership interest.
Such amount, if contributed, would be $0.9 billion.
58 Vodafone Group Plc Annual Report 2008
In respect of Arcor, the Group’s non-mobile operation in Germany, the capital
structure provides all partners, including the Group, the right to withdraw capital
from 31 December 2026 onwards and this right in relation to the minority
partners has been recognised as a financial liability. The Group acquired the
outstanding minority interests on 19 May 2008.
As part of the Vodafone Essar acquisition, the Group acquired less than 50%
equity interests in Telecom Investments India Private Limited (“TII”) and in Omega
Telecom Holdings Private Limited (‘Omega’), which in turn have a 19.54% and
5.11% indirect shareholding in Vodafone Essar. The Group was granted call options
to acquire 100% of the shares in two companies which together indirectly own
the remaining shares of TII for, if the market equity of Vodafone Essar at the time
of exercise is less than US$25 billion, an aggregate price of US$431 million plus
interest or, if the market equity value of Vodafone Essar at the time of exercise is
greater than US$25 billion, the fair market value of the shares as agreed between
the parties. The Group also has an option to acquire 100% of the shares in a third
company which owns the remaining shares in Omega. In conjunction with the
receipt of these options, the Group also granted a put option to each of the
shareholders of these companies with identical pricing which, if exercised, would
require Vodafone to purchase 100% of the equity in the respective company.
These options can only be exercised in accordance with Indian law prevailing
at the time of exercise.
The Group granted put options exercisable between 8 May 2010 and 8 May 2011
to members of the Essar group of companies that, if exercised, would allow the
Essar group to sell its 33% shareholding in Vodafone Essar to the Group for
US$5 billion or to sell between US$1 billion and US$5 billion worth of Vodafone
Essar shares to the Group at an independently appraised fair market value.
Off-balance sheet arrangements
The Group does not have any material off-balance sheet arrangements, as
defined in item 5.E.2. of the SEC’s Form 20-F. Please refer to notes 31 and 32 to
the Consolidated Financial Statements for a discussion of the Group’s
commitments and contingent liabilities.
Quantitative and qualitative disclosures about market risk
A discussion of the Group’s financial risk management objectives and policies and
the exposure of the Group to liquidity, market and credit risk is included within
note 24 to the Consolidated Financial Statements.

Corporate Responsibility
The Board regards responsible behaviour in all Vodafone’s operations as underpinning the value of
the brand and has established ‘being a responsible business’ as one of the Group’s long term goals.
The Group’s approach to corporate responsibility (“CR”) enables it to understand the expectations
of stakeholders, forecast trends in social, environmental and ethical requirements and to manage
the Group’s performance in an appropriate manner.
More detail will be available in the online CR report with the full CR performance for the year ended
31 March 2008 at www.vodafone.com/responsibility.
Business impact
CR issues present both risks and opportunities for Vodafone and a broad range of
stakeholders are increasingly interested in how Vodafone manages these issues.
For example, the Group’s licences to operate are granted by governments that
frequently seek evidence of responsible business practices and in many markets
consumers are becoming more concerned about CR issues, such as climate
change, content standards and mobile phones, masts and health.
The range of stakeholders and the breadth of the issues involved indicate that
CR is relevant across all aspects of Vodafone’s activities and therefore the Group
seeks to integrate its CR approach into all key business processes.
Strategy
The CR strategy, which addresses CR issues material to the Group, has the
following main strands:
•
•
•
to capture the potential of mobile to bring socio-economic value in both
emerging economies and developed markets, through broadening access to
communications to all sections of society;
to deliver against stakeholder expectations on the key areas of climate change,
a safe and responsible internet experience and sustainable products and
services; and
to ensure Vodafone’s operating standards are of a consistent and appropriate
level across the Group.
Key CR strategic objectives
Safe and responsible
internet experience
Core initiative:
Access to communications
Climate change Sustainable
products and services
Supported by responsible business practices
Underpinned by values, principles and behaviours
CR governance
Vodafone’s approach to CR is underpinned by its business principles which cover,
amongst other things, the environment, employees, individual conduct and
community and society. The business principles are available on www.vodafone.
com/responsibility/businessprinciples and are communicated to employees in a
number of ways, including induction processes, websites and face to face meetings.
The Executive Committee receives regular information on CR and, for the last
five years, the Board has had an annual presentation on CR. A CR management
structure is established in each local operating company, with each one having
a representative on its management board with responsibility for CR. For the
purposes of this section of the Annual Report, “operating companies” refers to
the Group’s operating subsidiaries and the Group’s joint venture in Italy. It includes
information for the first time for Turkey and Arcor, Vodafone’s fixed-line business
in Germany, but excludes the newly acquired operations in India and Tele2 in
Spain and Italy. These newly acquired operations will be included in the 2009
financial year.
CR performance is closely monitored and reported at most local operating
company boards on a regular basis. CR is also integrated into Vodafone’s risk
management processes such as the formal annual confirmation provided by
each local operating company detailing the operation of their controls system.
These processes are supported by stakeholder engagement, which helps to
ensure Vodafone is aware of the issues relevant to the business and to provide a
clear understanding of expectations of performance. Stakeholder consultations
take place with customers, investors, employees, suppliers, the communities
where the Group operates and where networks are based, governments and
regulators and non-governmental organisations. In addition, the Group has
continued the Vodafone CR Dialogues programme of in-depth discussions on
specific, emerging issues. CR Dialogues this year focused on privacy, climate
change, safe internet and emerging markets. More information on this can be
found at www.vodafone.com/responsibility.
Vodafone’s CR programme and performance as reported on the Group’s online
CR report has been independently assured using the AccountAbility 1000
Assurance Standard (AA1000 AS) by the Group’s auditors, Deloitte & Touche LLP.
The AA1000 AS requires Vodafone to report its responses and performance on
material issues. Deloitte’s assurance statement outlining the specific assurance
scope, procedures and “reasonable assurance” opinion is published in the Group’s
online CR report.
The Group’s CR reporting comprises an online report and a printed CR summary
focusing on strategy and trends, while 12 operating companies also produce
their own CR reports.
During the year, Vodafone’s 2007 CR report won the main accolade of the
Corporate Register Reporting Awards for the best report and was commended
by the Association of Chartered Certified Accountants (“ACCA”) for the best
disclosure in Tax and Public Policy. Vodafone is included in the FTSE4Good and
Dow Jones Sustainability Index and rated fifth in the Global AccountAbility Rating,
published by Fortune.
Vodafone Group Plc Annual Report 2008 59

Performance in the 2008 financial year
Access to communications
Access to communications offers the single greatest opportunity for Vodafone
to make a strong contribution to society, with a considerable body of research
showing that telecommunications – and mobile communications in particular –
has the potential to change people’s lives for the better, by promoting economic
and social development. During the 2008 financial year, Vodafone continued
its focus on mobile payment services and own brand handsets for emerging
markets as follows:
•
•
Vodafone has continued with the ambition of extending access to
communications in emerging markets by increasing the portfolio of own
branded handsets that introduce higher levels of technological development
and affordability so that more people are able to use more services. The Group
has shipped more than 10 million of these new handsets to more than 30
markets during the 2008 financial year.
Over two million people in Kenya have used the Vodafone M-PESA/Vodafone
Money Transfer mobile transaction service since its launch in February 2007,
with an average of 200,000 more signing up each month. Customers can pay
in and withdraw cash at local agents, transfer money to other mobile users
via SMS and buy prepaid airtime credit. Vodafone M-PESA/Vodafone Money
Transfer is being used by customers for a wide range of money transfer
transactions, with the majority of transaction values being below €20.
Partnering with local mobile operator Roshan, Vodafone is piloting a similar
scheme in Afghanistan and plans further launches in India and in other
African countries.
The Group is also finding ways to make mobile phones easier to use, particularly
for customers who are elderly, deaf, hard of hearing, blind, visually impaired or have
other disabilities. Examples include a speaking phone for the visually impaired
and special data tariffs for deaf customers. The Group is currently conducting
a strategic review of how best to address those issues and will announce the
development of a centre of excellence during the 2009 financial year.
Safe and trusted internet experience
Vodafone’s reputation depends on earning and maintaining the trust of its
customers. The way the Group deals with certain key consumer issues directly
impacts trust in Vodafone. These include responsible marketing, clear pricing,
protecting customers’ privacy and developing a mobile advertising proposition
that customers find acceptable. During the year, Vodafone has re-drafted its
responsible marketing guidelines to ensure that customers can continue to trust
the Group’s services in new areas such as mobile advertising, social networking
and digital marketing.
Age-restricted content
During the 2008 financial year, the Group’s research has shown that parents are
increasingly concerned about what their children see on the internet and it is
anticipated that those concerns will be transferred to children’s use of mobile
devices as parents become more aware of mobile internet.
Vodafone’s initiatives in these areas include:
•
•
•
•
Vodafone – Performance
Corporate Responsibility continued
All mobile operating companies that offer age-restricted content have
implemented parental controls. These block access to age-restricted content
on the Vodafone live! domain to those under 18 years of age. Internet filters
are offered by eight operating companies, which also enable parents to prevent
their children accessing inappropriate age-restricted content on the internet
via their mobile phones. The mobile operating companies that have not
implemented the filter will remove individual access to the internet completely
on request.
Vodafone is leading a pan-European ICT Education Initiative in partnership with
other ICT companies and European Schoolnet, to develop online education
resources. These will help teachers understand new mobile and internet
technology and encourage their students to use it responsibly.
Vodafone is a founding member of the Mobile Alliance against Child Sexual
Abuse Content, launched by the GSMA in February 2008 to prevent users from
accessing websites identified as hosting child sexual abuse content.
A representative from Vodafone chaired the UK Home Office taskforce to
develop industry guidelines on social networking. Vodafone will develop its
own social networking guidelines for operating companies based on the
industry guidelines to inform the way access is offered to services like Bebo,
Facebook, Flickr, MySpace and YouTube.
60 Vodafone Group Plc Annual Report 2008
Privacy and freedom of expression
In response to concerns raised about privacy and freedom of expression on the
internet, Vodafone continued to participate in a multi-stakeholder engagement
initiative to agree principles for companies on these issues. More than 20
academics, investors, companies and non-governmental organisations are now
involved in this process.
The Group launched mobile advertising activities in 11 markets, adopting a
conservative approach to content and privacy issues. Vodafone has begun to
monitor conformance with the Group’s global guidance on advertising and is
reviewing feedback on areas where the guidance should be clarified, adapted
or modified.
Climate change
Vodafone recognises that climate change is likely to result in profound
consequences for the environment, society and the economy. Limiting the
Group’s contribution is a priority and during the year the Group announced that
by 2020 it will reduce its CO2 emissions by 50% against the 2007 financial year
baseline of 1.23 million tonnes. The Group is currently gathering data about the
carbon footprint of its newly acquired businesses in India and Turkey, and climate
change targets for these businesses will be announced in due course.
The Group reviewed the options for achieving this target, including carbon offsetting
as a last resort, and concluded that the most effective strategy is to cut
CO 2 emissions directly. The target is expected to be achieved principally through
operational changes and technological innovation to improve energy efficiency
in the networks. Renewable energy will be used when and where possible.
In addition, as part of the climate strategy, the Group announced that it will also
be focusing on developing products and services which will help customers limit
their own emissions. This is expected to include exploring consumer related
solutions such as solar-powered or universal chargers as well as improving
understanding of how mobile technology can enable lower emissions through
more efficient traffic management, logistic planning and scheduling and the
remote monitoring of utility meters.
Energy use associated with the operation of the network accounts for around
80% of the Group’s carbon dioxide emissions. In 2006, the Group set a target to
reduce CO 2 emissions per unit of data transmitted by 40% by 2011. This target
has been achieved in 2008, three years in advance, with network carbon dioxide
emissions per unit of data transmitted decreasing by 50% from 0.034 Kg/Mb to
0.17 Kg/Mb. In the 2008 financial year, Vodafone’s energy use was 2,996 GWh,
equating to 1.45 million tonnes of carbon dioxide.
Sustainable products and services
Vodafone is developing programmes aimed at making delivery of its products and
services more sustainable. The key focus during the 2008 financial year was on
the reuse and recycling of handsets and accessories, and network equipment.
Mobile phones, accessories and the networks on which they operate require
upgrading, replacement and decommissioning. The Group complies with the EU’s
Waste Electronic and Electrical Equipment directive through its handset recycling
programmes in all operating companies where it applies. The Group has also
worked with suppliers to ensure substances prohibited by the ‘Restriction of the
use of certain Hazardous Substances’ directive are phased out. During the 2008
financial year, 1.33 million phones were collected for reuse and recycling through
collection programmes in 16 mobile operating companies, achieving the Group’s
target. 11,849 tonnes of network equipment waste was generated, with 96% of
this sent for reuse or recycling, exceeding the target of 95%.
Mobile phones, masts and health
Vodafone recognises that there is public concern about the safety of Radio
Frequency (“RF”) fields from mobile phones and base stations. The Group
contributes to funding of independent scientific research to resolve scientific
uncertainty in areas identified by the World Health Organisation (“WHO”). The
WHO established an International EMF Project in 1996, which records global
research into mobile phones, masts and health and prioritises research needs.
In 2006, they identified the following three main areas for additional research:
long term (more than 10 years) exposure to low-level RF fields, possible health
effects of mobile use in children and dosimetry (the way levels of RF absorbed
are calculated).

Vodafone requires manufacturers of the mobile devices it sells to test for Specific
Absorption Rate compliance when used both against the ear and against, or near,
the body, using the US FCC Test procedure. Vodafone is actively engaged with
the IEC Standards Organisation in developing a new global protocol for body
worn phones and expects a new standard, which better reflects customers’ use
of mobile devices, to be adopted later this year. The Group’s long term programme
of engagement, with a range of stakeholders, aims to reduce levels of concern
amongst the public and to demonstrate that Vodafone is acting responsibly.
Responsible network deployment
Vodafone’s mobile services rely on a network of radio base stations that transmit
and receive calls. The Group recognises that network deployment can cause
concern to communities, usually about the visual impact of base stations or
health issues concerning RF fields. During the year, the Group reviewed and
updated its policy on responsible network deployment. In addition, nine mobile
operating companies have signed up to national industry codes of best practice
on network deployment.
By cooperating with other mobile operators to share sites, the Group is reducing
the total number of base stations required. This lowers costs, enables faster
network deployment and reduces the environmental footprint of the network
without loss of quality or coverage. Vodafone has active or passive network
sharing agreements in 17 countries. In India, in partnership with Bharti Airtel
and Idea Cellular Limited, the Group announced the creation of Indus Towers,
an independent mobile infrastructure company that will provide infrastructure
services to all telecommunications operators on a non-discriminatory basis.
The Group has conducted audits of network deployment contractors in all its
local operating companies to verify adherence to the global responsible network
deployment policy. As an example, more than 1,000 site audits took place in
Turkey, one of the newest operating companies and the focus of significant
network deployment during the year.
Vodafone aims to comply with local planning regulations but is sometimes found
to be in breach. This is normally related to conflicting local, regional or national
planning regulations. During the 2008 financial year, Vodafone was found in breach
of planning regulations relating to 423 mast sitings. Fines levied by regulatory
bodies or courts in relation to offences under environmental law or regulations
were approximately £61,000.
Key performance indicators (1)
Supply chain
The Group continues to implement Vodafone’s Code of Ethical Purchasing,
which sets out environmental and labour standards for suppliers.
The Group increased its CR capability in China by training all supply chain
employees, establishing two CR qualified auditors within the Group’s offices in
Beijing and Hong Kong and embedding CR in supplier selection and management
using the Group’s global qualification process. A project with two strategic
Chinese suppliers was implemented to manage CR risk within sub-tier suppliers.
A total of 488 suppliers, including 63 strategic global suppliers, have been
assessed using the Group’s supplier evaluation scorecard in which CR accounts
for 10% of the total. The scorecard evaluates the supplier’s CR management
systems, public reporting and approach to managing their suppliers. Seven site
evaluations of high risk suppliers have been completed.
The duty to report programme provides suppliers with a means to report any
ethical concerns. Twelve incidents were reported in relation to managing the
global supply chain in the 2008 financial year. All have been investigated and
resolved satisfactorily.
Social investment
The Vodafone Group Foundation and its network of 21 local operating company
and associate foundations have continued to implement a global social
investment programme.
During the 2008 financial year, the Company made a charitable grant of
£24.0 million to the Vodafone Group Foundation. The majority of foundation
funds are distributed in grants through operating company foundations to a
variety of local charitable organisations meeting the needs of the communities
in which they operate.
The Vodafone Group Foundation made additional grants to charitable partners
engaged in a variety of global projects. Its areas of focus are: sport and music
as a means of benefiting some of the most disadvantaged young people and their
communities, and disaster relief and preparedness.
In addition, operating companies donated a further £12.9 million to their
foundations and a further £4.2 million directly to a variety of causes. Total
donations for the year ended 31 March 2008 were £44.9 million and included
donations of £3.8 million towards foundation operating costs.
KPI 2008 (2) 2007 (3) 2006 (4)
Number of mobile operating subsidiaries undertaking
independent RF field monitoring 15 15 15
Total energy use (GWh) (direct and indirect) (5) 2,996 2,690 2,900
Total carbon dioxide emissions (millions of tonnes) (5) 1.45 1.23 1.31
Percentage of energy sourced from renewables 18 17 12
Number of phones collected for reuse and recycling (millions) 1.33 1.03 1.37
Network equipment waste generated (tonnes) 12,096 9,960 2,950
Percentage of network equipment waste sent for reuse or recycling 96 97 97
Notes:
(1) These performance indicators were calculated using actual or estimated data collected by the Group’s mobile operating companies. The data is sourced from invoices, purchasing requisitions,
direct data measurement and estimations where required. The carbon dioxide emissions figure is calculated using the kWh/CO2 conversion factor for the electricity provided by the national grid
and for other energy sources in each operating company. The Group’s joint venture in Italy is included in all years.
(2) The data for the 2008 financial year excludes the newly acquired Vodafone Essar in India and Tele2 in Italy and Spain.
(3) The data for the 2007 financial year excludes the newly acquired operations in Turkey and the operations in Japan that were sold during the 2007 financial year.
(4) The data for the 2006 financial year excludes the acquired businesses in Czech Republic and Romania and the business in Sweden that was sold during the 2006 financial year, but does include
the business in Japan that was disposed of during the 2007 financial year.
(5) The 2007 figure includes Arcor.
Vodafone Group Plc Annual Report 2008 61

Vodafone – Governance
Board of Directors and Group Management
1 2 3 4
5 6 7
Directors and senior management
The business of the Company is managed by its board of directors (“the Board”).
Biographical details of the directors and senior management at the date of this
report are as follows:
Board of directors
Chairman
1. Sir John Bond † , aged 66, became Chairman of Vodafone Group Plc in July
2006, having previously served as a non-executive director of the Board, and is
Chairman of the Nominations and Governance Committee. Sir John is a nonexecutive
director of Ford Motor Company, USA, and A.P. Møller – Mærsk A/S
and is a director of Shui On Land Limited (Hong Kong SAR). He retired from the
position of Group Chairman of HSBC Holdings plc in May 2006, after 45 years
of service. Other previous roles include Chairman of HSBC Bank plc and director
of The Hong Kong and Shanghai Banking Corporation and HSBC North America
Holdings Inc. Previous non-executive directorships include the London Stock
Exchange, Orange plc, British Steel plc and the Court of the Bank of England.
Executive directors
2. Arun Sarin † , Chief Executive, aged 53, became a member of the Board in June
1999. He was appointed Chief Executive in July 2003. Arun joined Pacific Telesis
Group in San Francisco in 1984 and has served in many executive positions in
his career in telecommunications, which spans more than 20 years. He was a
director of AirTouch Communications, Inc. from July 1995 and was President and
Chief Operating Officer from February 1997 to June 1999. He was Chief Executive
Officer for the Vodafone United States and Asia Pacific region until 15 April 2000,
when he became a non-executive director. He has served as a director of
The Gap, Inc., The Charles Schwab Corporation and Cisco Systems, Inc., and is
a non-executive director of the Court of the Bank of England. He will retire as
Chief Executive at the conclusion of the Company’s AGM on 29 July 2008.
3. Vittorio Colao, Deputy Chief Executive and CEO of the Group’s Europe
region, aged 46, joined the Board in October 2006. He spent the early part of
his career as a partner in the Milan office of McKinsey & Co working on media,
telecommunications and industrial goods and was responsible for recruitment.
In 1996, he joined Omnitel Pronto Italia, which subsequently became Vodafone
Italy, and he was appointed Chief Executive in 1999. He was then appointed
Regional Chief Executive Officer, Southern Europe for Vodafone Group Plc in
2001, became a member of the Board in 2002 and was appointed to the role
of Regional Chief Executive Officer for Southern Europe, Middle East and Africa
for Vodafone in 2003. In 2004, he left Vodafone to join RCS MediaGroup, the
leading Italian publishing company, where he was Chief Executive until he
rejoined Vodafone. He will become Chief Executive at the conclusion of the
Company’s AGM on 29 July 2008.
62 Vodafone Group Plc Annual Report 2008
4. Andy Halford, Chief Financial Officer, aged 49, joined the Board in July 2005.
Andy joined Vodafone in 1999 as Financial Director for Vodafone Limited, the UK
operating company, and in 2001 he became Financial Director for Vodafone’s
Northern Europe, Middle East and Africa region. In 2002, he was appointed Chief
Financial Officer of Verizon Wireless in the US and is currently a member of the
Board of Representatives of the Verizon Wireless partnership. Prior to joining
Vodafone, he was Group Finance Director at East Midlands Electricity Plc. Andy
holds a bachelors degree in Industrial Economics from Nottingham University
and is a Fellow of the Institute of Chartered Accountants in England and Wales.
Deputy Chairman and senior independent director
5. John Buchanan §† , aged 64, became Deputy Chairman and senior independent
director in July 2006 and has been a member of the Board since April 2003.
He retired from the board of directors of BP Plc in 2002 after six years as Group
Chief Financial Officer and executive director, following a wide-ranging career with
the company. He was a member of the United Kingdom Accounting Standards
Board from 1997 to 2001. He is Chairman of Smith & Nephew plc, a non-executive
director of AstraZeneca PLC and senior independent director of BHP Billiton Plc.
Non-executive directors
6. Dr Michael Boskin § , aged 62, became a member of the Board in June 1999
on completion of the merger with AirTouch Communications, Inc. and is Chairman
of the Audit Committee. He was a director of AirTouch from August 1996 to June
1999. He has been a Professor of Economics at Stanford University since 1971
and was Chairman of the President’s Council of Economic Advisers from February
1989 until January 1993. Michael is President and Chief Executive Officer of
Boskin & Co., an economic consulting company, and is also a director of Exxon
Mobil Corporation, Shinsei Bank Limited and Oracle Corporation. He will retire
from the Board at the conclusion of the Company’s AGM on 29 July 2008.
7. Alan Jebson § , aged 58, joined the Board in December 2006. He retired in
May 2006 from his role as Group Chief Operating Officer of HSBC Holdings Plc,
a position which included responsibility for IT and Global Resourcing. During a
long career with HSBC, Alan held various positions in IT, including the position of
Group Chief Information Officer. His roles included responsibility for the Group’s
international systems, including the consolidation of HSBC and Midland systems
following the acquisition of Midland Bank in 1993. He originally joined HSBC as
Head of IT Audit in 1978 where, building upon his qualification as a chartered
accountant, he built an international audit team and implemented controls in
the Group’s application systems. He is also a non-executive director of Experian
Group plc and McDonald Dettwiler in Canada.
§ Audit Committee
† Nominations and Governance Committee
‡ Remuneration Committee

8 9 10 11
12 13 14
8. Nick Land § , aged 60, joined the Board in December 2006. Solely for the
purposes of relevant legislation, he is the Board’s appointed financial expert on
the Audit Committee. In June 2006, he retired as Chairman of Ernst & Young LLP
after a distinguished career spanning 36 years with the firm. He became an
audit partner in 1978 and held a number of management appointments before
becoming Managing Partner in 1992. He was appointed Chairman and joined the
Global Executive Board of Ernst & Young Global LLP in 1995. He is a non-executive
director of Royal Dutch Shell, Alliance Boots, BBA Aviation and the Ashmore Group.
He also sits on the Advisory Board of Three Delta, is Chairman of the Practices
Advisory Board of the Institute of Chartered Accountants in England and Wales
and of the Board of Trustees of Farnham Castle, and is a member of the Finance
and Audit Committees of the National Gallery.
9. Simon Murray CBE ‡ , aged 68, joined the Board in July 2007. His career has
been largely based in Asia, where he has held positions with Jardine Matheson,
Deutsche Bank and Hutchison Whampoa where, as Group Managing Director,
he oversaw the development and launch of mobile telecommunications networks
in many parts of the world. He remains on the Boards of Cheung Kong Holdings
Limited, Compagnie Financière Richemont SA, Macquarie (HK) Limited and Orient
Overseas (International) Limited and is an Advisory Board Member of the China
National Offshore Oil Corporation. He also sits on the Advisory Board of Imperial
College in London.
10. Anne Lauvergeon § , aged 48, joined the Board in November 2005. She is
Chief Executive Officer of AREVA Group, the leading French energy company,
having been appointed to that role in July 2001. She started her professional
career in 1983 in the iron and steel industry and in 1990 she was named
Adviser for Economic International Affairs at the French Presidency and Deputy
Chief of its Staff in 1991. In 1995, she became a Partner of Lazard Frères & Cie,
subsequently joining Alcatel Telecom as Senior Executive Vice President in
March 1997. She was responsible for international activities and the Group’s
industrial shareholdings in the energy and nuclear fields. In 1999, she was
appointed Chairman and Chief Executive Officer of AREVA NC. Anne is currently
also Vice Chairman of the Supervisory Board of Safran, a member of the Advisory
Board of the Global Business Coalition on HIV/AIDS and a non-executive director
of Total and Suez.
11. Professor Jürgen Schrempp †‡ , aged 63, has been a member of the
Board since May 2000. He is a former Chairman of the Board of Management
of DaimlerChrysler and one of the principal architects of Daimler-Benz’s merger
with Chrysler in 1998. He became Chairman of Daimler-Benz in 1995. Jürgen
continues to hold the position of Non-Executive Chairman of Mercedes-Benz of
South Africa Limited and is a non-executive director of the South African Coal, Oil
and Gas Corporation (SASOL), Compagnie Financière Richemont SA, Switzerland
and South African Airways. Jürgen is Chairman Emeritus of the Global Business
Coalition on HIV/AIDS and holds South Africa’s highest civilian award, the Order
of Good Hope, conferred upon him by President Nelson Mandela. He will retire
from the Board at the conclusion of the Company’s AGM on 29 July 2008.
12. Luc Vandevelde †‡ , aged 57, joined the Board in September 2003 and is
Chairman of the Remuneration Committee. He is a director of Société Générale
and the Founder and Managing Director of Change Capital Partners LLP, a private
equity fund. Luc was formerly Chairman of the Supervisory Board of Carrefour SA,
Chairman of Marks & Spencer Group Plc and Chief Executive Officer of Promodes,
and he has held senior European and international roles with Kraft General Foods.
13. Anthony Watson ‡ , aged 63, was appointed to the Board in May 2006.
Prior to joining Vodafone, he was Chief Executive of Hermes Pensions Management
Limited, a position he had held since 2002. Previously he was Hermes’ Chief
Investment Officer, having been Managing Director of AMP Asset Management
and the Chief International Investment Officer of Citicorp Investment Management
from 1991 until joining Hermes in 1998. He is Chairman of Marks & Spencer
Pension Trust Ltd, the Strategic Investment Board in Northern Ireland and the
Asian Infrastructure Fund. He is also a non-executive director of Hammerson Plc
and Witan Investment Trust Plc, and was formerly a member of the Financial
Reporting Council.
14. Philip Yea ‡ , aged 53, became a member of the Board in September 2005.
He is the Chief Executive Officer of 3i Group plc, having been appointed to that
role in July 2004. Prior to joining 3i, he was Managing Director of Investcorp and,
from 1997 to 1999, the Group Finance Director of Diageo plc following the merger
of Guinness plc, where he was Finance Director, and Grand Metropolitan plc. He has
previously held non-executive roles at HBOS plc and Manchester United plc.
Vodafone Group Plc Annual Report 2008 63

Vodafone – Governance
Board of Directors and Group Management continued
Executive Committee
Chaired by Arun Sarin, this committee focuses on the Group’s strategy, financial
structure and planning, succession planning, organisational development and
Group-wide policies. The Executive Committee membership comprises the
executive directors, details of whom are shown on page 62, and the senior
managers who are listed below.
Senior management
Members of the Executive Committee who are not also executive directors are
regarded as senior managers of the Company.
Paul Donovan, Chief Executive Officer, EMAPA, aged 49, was appointed to this
position in May 2006. He joined Vodafone UK in 1999 as Managing Director –
Commercial and became Chief Executive Officer of Vodafone Ireland in 2001.
In January 2005, he became Chief Executive Officer, Other Vodafone
Subsidiaries, managing 15 markets in which Vodafone operated. Paul has over
16 years’ experience in the telecommunications and IT industries, gained at
Apple Computer, BT and Cable and Wireless, as well as Vodafone. He began his
career in sales and marketing at the Mars Group before becoming Marketing
Director at Coca-Cola and Schweppes Beverages.
Warren Finegold, Chief Executive Officer, Global Business Development,
aged 51, was appointed to this position and joined the Executive Committee
in April 2006. He was previously a Managing Director of UBS Investment Bank
and head of its technology team in Europe. He is responsible for business
development, mergers and acquisitions and partner networks.
Terry Kramer, Group Strategy and Human Resources Director and Chief
of Staff, aged 48, joined Vodafone in January 2005 as Chief of Staff and was
appointed Group Human Resources Director in December 2006. Terry’s role
was recently expanded to include Vodafone Group Strategy. Prior to his
appointment, he was Chief Executive Officer of Q Comm International, a publicly
traded provider of transaction processing services for the telecommunications
industry. He also worked for 12 years at PacTel/AirTouch Communications in
a variety of roles including President AirTouch Paging, Vice President Human
Resources-AirTouch Communications, Vice President Business Development-
AirTouch Europe and Vice President & General Manager-AirTouch Cellular
Southwest Market. Prior to that, he was an Associate with Booz Allen &
Hamilton, a management consulting firm. Terry is a trustee of The Vodafone
Group Foundation.
Simon Lewis, Group Corporate Affairs Director, aged 49, joined Vodafone in
November 2004. He previously held senior roles at Centrica Plc including
Managing Director, Europe, and Group Director of Communications and Public
Policy. Prior to that, he was Director of Corporate Affairs at NatWest Group and
the Head of Public Relations at S.G. Warburg plc. He was President of the
Institute of Public Relations in 1997 and is a Visiting Professor at the Cardiff
School of Journalism. In 1998, he was seconded to Buckingham Palace for two
years as the first Communications Secretary to The Queen. He is Chairman of
the UK Fulbright Commission and a trustee of The Vodafone Group Foundation.
64 Vodafone Group Plc Annual Report 2008
Steve Pusey, Chief Technology Officer, aged 46, joined Vodafone in
September 2006 and is responsible for all aspects of Vodafone’s networks,
IT capability, research and development and supply chain management.
Prior to joining Vodafone, he held the positions of Executive Vice President
and President, Nortel EMEA, having joined Nortel in 1982, gaining a wealth
of international experience across both the wireline and wireless industries
and in business applications and solutions. Prior to Nortel, he spent several
years with British Telecom.
Frank Rovekamp, Group Chief Marketing Officer, aged 53, was appointed
to this position and joined the Executive Committee in May 2006. He joined
Vodafone in 2002 as Marketing Director and a member of the Management
Board of Vodafone Netherlands and later moved to Vodafone Germany as Chief
Marketing Officer and a member of the Management Board. Before joining
Vodafone, he held roles as President and Chief Executive Officer of Beyoo and
Chief Marketing Officer with KLM Royal Dutch Airlines. He is a trustee of The
Vodafone Group Foundation.
Stephen Scott, Group General Counsel and Company Secretary, aged 54, was
appointed to this position in 1991, prior to which he was employed in the Racal
Group legal department, which he joined in 1980 from private law practice in
London. He is a director of the Company’s UK pension trustee company and of
ShareGift (the Orr Mackintosh Foundation Limited) and is a director and trustee
of LawWorks (the Solicitors Pro Bono Group).
Strategy Board
The Strategy Board meets three times each year to discuss strategy. This is
attended by Executive Committee members and the Chief Executive Officers
of the major operating companies and other selected individuals based on
Strategy Board topics.
Other Board and Executive Committee members
The following members also served on the Board or the Executive Committee
during the 2008 financial year:
Lord Broers was a member of the Board, the Audit Committee and the
Nominations and Governance Committee until the conclusion of the AGM on
24 July 2007.
Alan Harper was Group Strategy and New Business Director and was a member
of the Executive Committee until 1 September 2007.

Corporate Governance
The Board of the Company is committed to high standards of corporate governance, which it considers
are critical to business integrity and to maintaining investors’ trust in the Company. The Group expects
all its directors and employees to act with honesty, integrity and fairness. The Group will strive to act in
accordance with the laws and customs of the countries in which it operates; adopt proper standards of
business practice and procedure; operate with integrity; and observe 1 and respect the culture of every
country in which it does business.
For each of the annual reports issued since 2004, Governance Metrics
International, a global corporate governance ratings agency, ranked the Company
amongst the top UK companies, with an overall global corporate governance
rating of eight and a half and above out of ten.
In the Company’s profile report by Institutional Shareholder Services Inc. (“ISS”),
dated 1 May 2008, the Company’s governance practices outperformed 95.9% of
the companies in the ISS developed (excluding US) universe, 88.1% of companies
in the telecommunications sector group and 96.5% of the companies in the UK.
Compliance with the Combined Code
The Company’s ordinary shares are listed in the UK on the London Stock Exchange.
In accordance with the Listing Rules of the UK Listing Authority, the Company
confirms that throughout the year ended 31 March 2008 and at the date of this
Annual Report, it was compliant with the provisions of, and applied the principles
of, Section 1 of the 2006 FRC Combined Code on Corporate Governance
(the “Combined Code”). The following section, together with the “Directors’
Remuneration” section on pages 71 to 81, provides details of how the Company
applies the principles and complies with the provisions of the Combined Code.
Board organisation and structure
The role of the Board
The Board is responsible for the overall conduct of the Group’s business and has
the powers, authorities and duties vested in it by and pursuant to the relevant
laws of England and Wales and the Articles of Association. The Board:
•
•
•
•
has final responsibility for the management, direction and performance
of the Group and its businesses;
is required to exercise objective judgement on all corporate matters
independent from executive management;
is accountable to shareholders for the proper conduct of the business; and
is responsible for ensuring the effectiveness of and reporting on the Group’s
system of corporate governance.
The Board has a formal schedule of matters reserved to it for its decision and
these include:
•
•
•
•
•
•
•
Group strategy;
major capital projects, acquisitions or divestments;
annual budget and operating plan;
Group financial structure, including tax and treasury;
annual and half-yearly financial results and shareholder communications;
system of internal control and risk management; and
senior management structure, responsibilities and succession plans.
The schedule is reviewed periodically. It was last formally reviewed by the
Nominations and Governance Committee in September 2005, at which time
it was determined that no amendments were required. Its continued validity
was assessed as part of the performance evaluations conducted in the 2008
financial year.
Other specific responsibilities are delegated to Board committees which operate
within clearly defined terms of reference. Details of the responsibilities delegated
to the Board committees are given on pages 67 to 68.
Board meetings
The Board meets at least eight times a year and the meetings are structured to
allow open discussion. All directors participate in discussing the strategy, trading
and financial performance and risk management of the Company. All substantive
agenda items have comprehensive briefing papers, which are circulated one
week before the meeting.
The following table shows the number of years directors have been on the Board
at 31 March 2008 and their attendance at scheduled Board meetings they were
eligible to attend during the 2008 financial year:
Years Meetings
on Board attended
Sir John Bond 3 8/8
John Buchanan 5 8/8
Arun Sarin 8 8/8
Vittorio Colao 1 8/8
Andy Halford 2 8/8
Dr Michael Boskin 8 8/8
Alan Jebson 1 8/8
Nick Land 1 8/8
Anne Lauvergeon 2 7/8
Simon Murray (from 1 July 2007)

Under the laws of England and Wales, the executive and non-executive directors
are equal members of the Board and have overall collective responsibility for the
direction of the Company. In particular, non-executive directors are responsible for:
•
•
•
•
•
bringing a wide range of skills and experience to the Group, including
independent judgement on issues of strategy, performance, financial controls
and systems of risk management;
constructively challenging the strategy proposed by the Chief Executive and
executive directors;
scrutinising and challenging performance across the Group’s business;
assessing risk and the integrity of the financial information and controls of the
Group; and
ensuring appropriate remuneration and succession planning arrangements
are in place in relation to executive directors and other senior executive roles.
Board effectiveness
Appointments to the Board
There is a formal, rigorous and transparent procedure, which is based on merit
and against objective criteria, for the appointment of new directors to the Board.
This is described in the section on the Nominations and Governance Committee
set out on page 67. Individual non-executive directors are generally expected to
serve two three-year terms. At the end of the second three-year term, a rigorous
and detailed analysis is undertaken and only then would a non-executive director
be invited to serve a third term. The non-executive directors are generally not
expected to serve for a period exceeding nine years. The terms and conditions
of appointment of the non-executive directors are available for inspection at the
Company’s registered office and will be available for inspection at the AGM from
15 minutes before the meeting until it ends.
Information and professional development
Each member of the Board has immediate access to a dedicated online team room
and can access monthly information including actual financial results, reports
from the executive directors in respect of their areas of responsibility and the Chief
Executive’s report which deals, amongst other things, with investor relations, giving
Board members an opportunity to develop an understanding of the views of major
investors. These matters are discussed at each Board meeting. From time to time,
the Board receives detailed presentations from non-Board members on matters
of significance or on new opportunities for the Group. Financial plans, including
budgets and forecasts, are regularly discussed at Board meetings. The nonexecutive
directors periodically visit different parts of the Group and are provided
with briefings and information to assist them in performing their duties.
The Chairman is responsible for ensuring that induction and training programmes
are provided and the Company Secretary organises the programmes. Individual
directors are also expected to take responsibility for identifying their training
needs and to take steps to ensure that they are adequately informed about the
Company and their responsibilities as a director. The Board is confident that all its
members have the knowledge, ability and experience to perform the functions
required of a director of a listed company.
On appointment, individual directors undergo an induction programme covering,
amongst other things:
•
•
•
•
Vodafone – Governance
Corporate Governance continued
the business of the Group;
their legal and regulatory responsibilities as directors of the Company;
briefings and presentations from relevant executives; and
opportunities to visit business operations.
If appropriate, the induction will also include briefings on the scope of the Internal
Audit function and the role of the Audit Committee, meetings with the external
auditor and other areas the Company Secretary deems fit, considering the
director’s area of responsibility.
66 Vodafone Group Plc Annual Report 2008
The Company Secretary provides a programme of ongoing training for the
directors, which covers a number of sector specific and business issues, as well
as legal, accounting and regulatory changes and developments relevant to
individual director’s areas of responsibility. Throughout their period in office, the
directors are continually updated on the Group’s businesses and the regulatory
and industry specific environments in which it operates. These updates are
by way of written briefings and meetings with senior executives and, where
appropriate, external sources.
The Company Secretary ensures that the programme to familiarise the nonexecutive
directors with the business is maintained over time and kept relevant
to the needs of the individuals involved. The Company Secretary confers with
the Chairman and senior independent director to ensure that this is the case.
Performance evaluation
Performance evaluation of the Board, its committees and individual directors takes
place on an annual basis and is conducted within the terms of reference of the
Nominations and Governance Committee with the aim of improving individual
contributions, the effectiveness of the Board and its Committees and the Group’s
performance. Prior to the 2007 financial year, the evaluation was internally facilitated.
Following on from the externally facilitated evaluation of the Board’s performance
during the 2007 financial year, the Board has undertaken a formal self-evaluation
of its own performance. The process involved the Chairman:
•
•
•
•
sending a template questionnaire to each Board member which was completed
and returned;
undertaking individual meetings with each Board member on Board
performance;
producing a report on Board performance, with the assistance of an external
agency, using the completed questionnaire and notes from the individual
meetings; and
preparing a summary which was sent with the report to Board members for
discussion at the following Board meeting.
The evaluation was designed to determine whether the Board continues to be
capable of providing the high level judgement required and whether, as a Board,
the directors were informed and up to date with the business and its goals and
understood the context within which it operates. The evaluation also included
a review of the administration of the Board covering the operation of the Board,
its agenda and the reports produced for the Board’s consideration. The Board
will continue to review its procedures, its effectiveness and development in the
financial year ahead.
The Chairman leads the assessment of the Chief Executive and the non-executive
directors, the Chief Executive undertakes the performance reviews for the
executive directors and the senior independent director conducts the review of
the performance of the Chairman by having a meeting with all the non-executive
directors together and individual meetings with the executive directors and the
Company Secretary. Following this process, the senior independent director
produces a written report which is discussed with the Chairman.
The evaluation of each of the Board committees was undertaken using an online
questionnaire that each member of the committees and others who attend
committee meetings or interact with committee members are required to
complete. The results of the questionnaires were discussed with the Chairman
of the Board and the members of the committees.
The evaluations found the performance of each director to be effective and
concluded that the Board provides the effective leadership and control required
for a listed company. The Nominations and Governance Committee confirmed
to the Board that the contributions made by the directors offering themselves
for re-election at the AGM in July 2008 continue to be effective and that the
Company should support their re-election.

Re-election of directors
Although not required by the Articles, in the interests of good corporate
governance, the directors have resolved that they will all submit themselves for
annual re-election at each AGM of the Company. Accordingly, at the AGM to be
held on 29 July 2008, all the directors will be retiring and, with the exception of
Arun Sarin, Michael Boskin and Jürgen Schrempp who will not offer themselves
for re-election, being eligible and on the recommendation of the Nominations
and Governance Committee, will offer themselves for re-election.
Independent advice
The Board recognises that there may be occasions when one or more of the
directors feel it is necessary to take independent legal and/or financial advice at
the Company’s expense. There is an agreed procedure to enable them to do so.
Indemnification of directors
In accordance with the Company’s Articles of Association and to the extent
permitted by the laws of England and Wales, directors are granted an indemnity
from the Company in respect of liabilities incurred as a result of their office.
In respect of those matters for which the directors may not be indemnified,
the Company maintained a directors’ and officers’ liability insurance policy
throughout the financial year. This policy has been renewed for the next financial
year. Neither the Company’s indemnity nor the insurance provides cover in the
event that the director is proven to have acted dishonestly or fraudulently.
Board committees
The Board has established an Audit Committee, a Nominations and Governance
Committee and a Remuneration Committee, each of which has formal terms
of reference approved by the Board. The Board is satisfied that the terms of
reference for each of these committees satisfy the requirements of the Combined
Code and are reviewed internally on an ongoing basis by the Board. The terms
of reference for all Board committees can be found on the Company’s website
at www.vodafone.com or a copy can be obtained by application to the Company
Secretary at the Company’s registered office.
The committees are provided with all necessary resources to enable them to
undertake their duties in an effective manner. The Company Secretary or his
delegate acts as secretary to the committees. The minutes of committee
meetings are circulated to all directors.
Each committee has access to such information and advice, both from within the
Group and externally, at the cost of the Company as it deems necessary. This may
include the appointment of external consultants where appropriate. Each committee
undertakes an annual review of the effectiveness of its terms of reference and makes
recommendations to the Board for changes where appropriate.
Audit Committee
The members of the Audit Committee during the year, together with a record of
their attendance at scheduled meetings which they were eligible to attend, are set
out below:
Meetings attended
Dr Michael Boskin, Chairman 4/4
John Buchanan 4/4
Alan Jebson (from 23 July 2007) 3/3
Nick Land 4/4
Anne Lauvergeon 3/4
Lord Broers (until 23 July 2007) 1/1
The Audit Committee is comprised of financially literate members having the
necessary ability and experience to understand financial statements. Solely for
the purpose of fulfilling the requirements of the Sarbanes-Oxley Act and the
Combined Code, the Board has designated Nick Land, who is an independent
non-executive director satisfying the independence requirements of Rule 10A-3
of the US Securities Exchange Act 1934, as its financial expert on the Audit
Committee. Further details on Nick Land can be found in “Board of Directors
and Group Management” on page 63.
The Audit Committee’s responsibilities include the following:
•
•
•
•
•
•
•
overseeing the relationship with the external auditors;
reviewing the Company’s preliminary results announcement, half-yearly results
and annual financial statements;
monitoring compliance with statutory and listing requirements for any
exchange on which the Company’s shares and debt instruments are quoted;
reviewing the scope, extent and effectiveness of the activity of the Group
Internal Audit Department;
engaging independent advisers as it determines is necessary and to perform
investigations;
reporting to the Board on the quality and acceptability of the Company’s
accounting policies and practices including, without limitation, critical
accounting policies and practices; and
playing an active role in monitoring the Company’s compliance efforts for
Section 404 of the Sarbanes-Oxley Act and receiving progress updates at each
of its meetings.
At least twice a year, the Audit Committee meets separately with the external
auditors and the Group Audit Director without management being present.
Further details on the work of the Audit Committee and its oversight of the
relationships with the external auditors can be found under “Auditors” and the
“Report from the Audit Committee” which are set out on pages 69 and 70.
Nominations and Governance Committee
The members of the Nominations and Governance Committee during the year,
together with a record of their attendance at scheduled meetings which they
were eligible to attend, are set out below:
Meetings attended
Sir John Bond, Chairman 6/6
Lord Broers (until 23 July 2007) 2/2
John Buchanan 5/6
Arun Sarin 6/6
Professor Jürgen Schrempp 4/6
Luc Vandevelde 6/6
The Nominations and Governance Committee’s key objective is to ensure that the
Board comprises individuals with the requisite skills, knowledge and experience
to ensure that it is effective in discharging its responsibilities. The Nominations
and Governance Committee:
•
•
•
•
leads the process for identifying and making recommendations to the Board
of candidates for appointment as directors of the Company, giving full
consideration to succession planning and the leadership needs of the Group;
makes recommendations to the Board on the composition of the Nominations
and Governance Committee and the composition and chairmanship of the
Audit and Remuneration Committees;
regularly reviews the structure, size and composition of the Board, including
the balance of skills, knowledge and experience and the independence of the
non-executive directors, and makes recommendations to the Board with
regard to any change; and
is responsible for the oversight of all matters relating to corporate governance,
bringing any issues to the attention of the Board.
The Nominations and Governance Committee meets periodically when required.
No one other than a member of the Nominations and Governance Committee is
entitled to be present at its meetings. Other non-executive directors and external
advisers may be invited to attend. The Nominations and Governance Committee
usually meets two or three times each year but this year, in order to address the
matter of the Chief Executive’s succession, it met six times as a body. Committee
members were also additionally involved in the assessment and interview of
potential successors to the Chief Executive, a process in which they were supported
by MWM Consulting.
Vodafone Group Plc Annual Report 2008 67

Remuneration Committee
The members of the Remuneration Committee during the year, together with
a record of their attendance at scheduled meetings which they were eligible
to attend, are set out below:
Meetings attended
Luc Vandevelde, Chairman 5/5
Simon Murray (from 23 July 2007) 3/4
Professor Jürgen Schrempp 4/5
Anthony Watson 5/5
Philip Yea 5/5
Dr Michael Boskin (until 23 July 2007) 2/2
The responsibilities of the Remuneration Committee include the following:
•
•
•
determining, on behalf of the Board, the Company’s policy on the
remuneration of the Chairman, the executive directors and the senior
management team of the Company;
determining the total remuneration packages for these individuals, including
any compensation on termination of office; and
appointing any consultants in respect of executive directors’ remuneration.
The Chairman and Chief Executive may attend the Remuneration Committee’s
meetings by invitation. They do not attend when their individual remuneration
is discussed and no director is involved in deciding his own remuneration.
Further information on the Remuneration Committee’s activities is contained
in “Directors’ Remuneration” on pages 71 to 81.
Executive Committee
The executive directors, together with certain other Group functional heads and
regional chief executives, meet 12 times a year as the Executive Committee under
the chairmanship of the Chief Executive. The Executive Committee is responsible
for the day-to-day management of the Group’s businesses, the overall financial
performance of the Group in fulfilment of strategy, plans and budgets and Group
capital structure and funding. It also reviews major acquisitions and disposals.
The members of the Executive Committee and their biographical details are set
out on pages 62 and 64.
Company Secretary
The Company Secretary acts as Secretary to the Board and to the committees
of the Board and, with the consent of the Board, may delegate responsibility for
the administration of the Committees to other suitably qualified staff. He:
•
•
•
assists the Chairman in ensuring that all directors have full and timely access
to all relevant information;
is responsible for ensuring that the correct Board procedures are followed and
advises the Board on corporate governance matters; and
administers the procedure under which directors can, where appropriate,
obtain independent professional advice at the Company’s expense.
The appointment or removal of the Company Secretary is a matter for the Board
as a whole.
Relations with shareholders
The Company is committed to communicating its strategy and activities clearly
to its shareholders and, to that end, maintains an active dialogue with investors
through a planned programme of investor relations activities. The investor
relations programme includes:
•
•
•
Vodafone – Governance
Corporate Governance continued
formal presentations of full year and half-yearly results and interim
management statements;
briefing meetings with major institutional shareholders in the UK, the US and in
Continental Europe after the half-yearly results and preliminary announcement,
to ensure that the investor community receives a balanced and complete view
of the Group’s performance and the issues faced by the Group;
regular meetings with institutional investors and analysts by the Chief
Executive and the Chief Financial Officer to discuss business performance;
68 Vodafone Group Plc Annual Report 2008
•
•
•
•
hosting investors and analysts sessions at which senior management from
relevant operating companies deliver presentations which provide an overview
of each of the individual businesses and operations;
attendance by senior executives across the business at relevant meetings and
conferences throughout the year;
responding to enquiries from shareholders and analysts through the
Company’s Investor Relations team; and
a section dedicated to shareholders on the Company’s corporate website,
www.vodafone.com.
Overall responsibility for ensuring that there is effective communication with
investors and that the Board understands the views of major shareholders on
matters such as governance and strategy rests with the Chairman, who makes
himself available to meet shareholders for this purpose.
The senior independent director and other members of the Board are also
available to meet major investors on request. The senior independent director has
a specific responsibility to be available to shareholders who have concerns, for
whom contact with the Chairman, Chief Executive or Chief Financial Officer has
either failed to resolve their concerns, or for whom such contact is inappropriate.
At the 2007 AGM, the shareholders approved amendments to the Articles which
enabled the Company to take advantage of the provision in the Companies Act
2006 (effective from 20 January 2007) to communicate with its shareholders
electronically. Following that approval, unless a shareholder has specifically asked
to receive a hard copy, they will receive notification of the availability of the
Annual Report on the Company’s website www.vodafone.com. For the 2008
financial year, shareholders will receive the Notice of Meeting and form of proxy
in paper through the post unless they have previously opted to receive email
communications. Shareholders continue to have the option to appoint proxies
and give voting instructions electronically.
The principal communication with private investors is via the Annual Report and
through the AGM, an occasion which is attended by all the Company’s directors
and at which all shareholders present are given the opportunity to question the
Chairman and the Board as well as the Chairmen of the Audit, Remuneration and
Nominations and Governance Committees. After the AGM, shareholders can meet
informally with directors.
A summary presentation of results and development plans is also given at the AGM
before the Chairman deals with the formal business of the meeting. The AGM is
broadcast live on the Group’s website, www.vodafone.com, and a recording of the
webcast can subsequently be viewed on the website. All substantive resolutions at
the Company’s AGMs are decided on a poll. The poll is conducted by the Company’s
Registrars and scrutinised by Electoral Reform Services. The proxy votes cast in
relation to all resolutions, including details of votes withheld, are disclosed to those
in attendance at the meeting and the results of the poll are published on the
Company’s website and announced via the regulatory news service. Financial and
other information is made available on the Company’s website, www.vodafone.com,
which is regularly updated.
Political donations
At the 2006 AGM, the directors sought and received a renewal of shareholders’
approval for a period of three years (until the AGM in 2009) to enable the Group
to make donations to EU Political Organisations or EU Political Expenditure, under
the relevant provisions of the Political Parties, Elections and Referendums Act
2000. The approval given restricts such expenditure for each year until the AGM
in 2009 to an aggregate amount of £100,000 (£50,000 in respect of donations to
EU Political Organisations and £50,000 in respect of EU Political Expenditure).
Neither the Company nor any if its subsidiaries have made any political donations
during the year.
With effect from 1 October 2007, the relevant provisions governing political
donations in the Companies Act 1985 have been replaced by similar provisions
in Part 14 of the Companies Act 2006. Although the existing shareholder approval
in respect of political donations does not expire until the Company’s AGM in 2009,
Part 14 of the Companies Act 2006 is technically different to the relevant

provisions of the Companies Act 1985 and, consequently, to avoid any confusion,
the directors, on a precautionary basis, are bringing this matter again to
shareholders and the terms of this year’s resolution have been adjusted to reflect
the different technical requirements of Part 14 of the Companies Act 2006.
It remains the policy of the Company not to make political donations or incur
political expenditure as those expressions are normally understood. However, the
directors consider that it is in the best interests of shareholders for the Company
to participate in public debate and opinion-forming on matters which affect its
business. To avoid inadvertent infringement of the Companies Act 2006, the
directors are seeking shareholders’ authority for the Company and its subsidiaries
to make political donations and to incur political expenditure during the period
from the date of the AGM to the conclusion of the AGM in 2012 or 29 July 2012,
whichever is the earlier, up to a maximum aggregate amount of £100,000 per year.
Internal control
The Board has overall responsibility for the system of internal control. A sound
system of internal control is designed to manage rather than eliminate the risk
of failure to achieve business objectives and can only provide reasonable and
not absolute assurance against material misstatement or loss. The process of
managing the risks associated with social, environmental and ethical impacts is
also discussed under “Performance – Corporate Responsibility” on pages 59 to 61.
The Board has established procedures that implement in full the Turnbull Guidance
“Internal Control: Revised Guidance for Directors on the Combined Code” for
the year under review and to the date of approval of the Annual Report. These
procedures, which are subject to regular review, provide an ongoing process for
identifying, evaluating and managing the significant risks faced by the Group.
See page 83 for management’s report on internal control over financial reporting.
Monitoring and review activities
There are clear processes for monitoring the system of internal control and
reporting any significant control failings or weaknesses together with details
of corrective action. These include:
•
•
•
•
a formal annual confirmation provided by the Chief Executive Officer and Chief
Financial Officer of each Group company certifying the operation of their
control systems and highlighting any weaknesses, the results of which are
reviewed by regional management, the Audit Committee and the Board;
a review of the quality and timeliness of disclosures undertaken by the Chief
Executive and the Chief Financial Officer which includes formal annual
meetings with the operating company or regional chief executives and chief
financial officers and the Disclosure Committee;
periodic examination of business processes on a risk basis including reports
on controls throughout the Group undertaken by the Group Internal Audit
Department who report directly to the Audit Committee; and
reports from the external auditors, Deloitte & Touche LLP, on certain internal
controls and relevant financial reporting matters, presented to the Audit
Committee and management.
Any controls and procedures, no matter how well designed and operated, can
provide only reasonable and not absolute assurance of achieving the desired
control objectives. Management is required to apply judgement in evaluating the
risks facing the Group in achieving its objectives, in determining the risks that are
considered acceptable to bear, in assessing the likelihood of the risks concerned
materialising, in identifying the Company’s ability to reduce the incidence and
impact on the business of risks that do materialise and in ensuring that the costs
of operating particular controls are proportionate to the benefit.
Review of effectiveness
The Board and the Audit Committee have reviewed the effectiveness of the
internal control system, including financial, operational and compliance controls
and risk management, in accordance with the Code for the period from 1 April
2007 to the date of approval of this Annual Report. No significant failings or
weaknesses were identified during this review. However, had there been any such
failings or weaknesses, the Board confirms that necessary actions would have
been taken to remedy them.
Disclosure controls and procedures
The Company maintains “disclosure controls and procedures”, as such term is
defined in Exchange Act Rule 13a-15(e), that are designed to ensure that
information required to be disclosed in reports the Company files or submits
under the Exchange Act is recorded, processed, summarised and reported within
the time periods specified in the Securities and Exchange Commission rules
and forms, and that such information is accumulated and communicated to
management, including the Company’s Group Chief Executive and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required disclosure.
The directors, the Chief Executive and the Chief Financial Officer have evaluated
the effectiveness of the disclosure controls and procedures and, based on that
evaluation, have concluded that the disclosure controls and procedures are
effective at the end of the period covered by this Annual Report.
Auditors
Following a recommendation by the Audit Committee and, in accordance with
Section 384 of the Companies Act 1985, a resolution proposing the reappointment
of Deloitte & Touche LLP as auditors to the Company will be put to the 2008 AGM.
In its assessment of the independence of the auditors and in accordance with the
US Independence Standards Board Standard No. 1, “Independence Discussions
with Audit Committees”, the Audit Committee receives in writing details of
relationships between Deloitte & Touche LLP and the Company that may have a
bearing on their independence and receives confirmation that they are independent
of the Company within the meaning of the securities laws administered by the SEC.
In addition, the Audit Committee pre-approves the audit fee after a review of both
the level of the audit fee against other comparable companies, including those
in the telecommunications industry, and the level and nature of non-audit fees,
as part of its review of the adequacy and objectivity of the audit process.
In a further measure to ensure auditor independence is not compromised, policies
provide for the pre-approval by the Audit Committee of permitted non-audit
services by Deloitte & Touche LLP. For certain specific permitted services, the
Audit Committee has pre-approved that Deloitte & Touche LLP can be engaged
by Group management subject to specified fee limits for individual engagements
and fee limits for each type of specific service permitted. For all other services,
or those permitted services that exceed the specified fee limits, the Chairman of
the Audit Committee, or in his absence another member, can pre-approve services
which have not been pre-approved by the Audit Committee.
In addition to their statutory duties, Deloitte & Touche LLP are also employed
where, as a result of their position as auditors, they either must, or are best placed
to, perform the work in question. This is primarily work in relation to matters such
as shareholder circulars, Group borrowings, regulatory filings and certain business
acquisitions and disposals. Other work is awarded on the basis of competitive tender.
During the year, Deloitte & Touche LLP and its affiliates charged the Group £7 million
(2007: £7 million, 2006: £4 million) for audit and audit-related services and a further
£2 million (2007: £3 million, 2006: £4 million) for non-audit assignments. An analysis
of these fees can be found in note 4 to the Consolidated Financial Statements.
Vodafone Group Plc Annual Report 2008 69

US listing requirements
The Company’s ADSs are listed on the NYSE and the Company is, therefore,
subject to the rules of the NYSE as well as US securities laws and the rules of the
SEC. The NYSE requires US companies listed on the exchange to comply with
the NYSE’s corporate governance rules but foreign private issuers, such as the
Company, are exempt from most of those rules. However, pursuant to NYSE Rule
303A.11, the Company is required to disclose a summary of any significant ways
in which the corporate governance practices it follows differ from those required
by the NYSE for US companies. The differences are as follows:
Independence
•
•
NYSE rules require that a majority of the Board must be comprised of
independent directors and the rules include detailed tests that US companies
must use for determining independence.
The Combined Code requires a company’s board of directors to assess and
make a determination as to the independence of its directors.
While the Board does not explicitly take into consideration the NYSE’s detailed
tests, it has carried out an assessment based on the requirements of the Combined
Code and has determined in its judgement that all of the non-executive directors
are independent within those requirements. At the date of this Annual Report,
the Board comprised the Chairman, three executive directors and ten nonexecutive
directors.
Committees
•
Vodafone – Governance
Corporate Governance continued
NYSE rules require US companies to have a nominating and corporate
governance committee and a compensation committee, each composed
entirely of independent directors with a written charter that addresses the
Committees’ purpose and responsibilities.
Report from the Audit Committee
The composition of the Audit Committee is shown in the table on page 67
and its terms of reference are discussed under “Board committees – Audit
Committee”.
During the year ended 31 March 2008, the principal activities of the
Committee were as follows:
Financial statements
The Committee considered reports from the Chief Financial Officer and
the Director of Financial Reporting on the half-year and annual financial
statements. It also considered reports from the external auditors, Deloitte
& Touche LLP, on the scope and outcome of the half-year review and
annual audit.
The financial statements were reviewed in the light of these reports and
the results of that review reported to the Board.
Risk management and internal control
The Committee reviewed the process by which the Group evaluated its
control environment, its risk assessment process and the way in which
significant business risks were managed. It also considered the Group Audit
Department’s reports on the effectiveness of internal controls, significant
frauds and any fraud that involved management or employees with a
significant role in internal controls. The Committee was also responsible for
oversight of the Group’s compliance activities in relation to section 404 of the
Sarbanes-Oxley Act.
The Committee also reviewed arrangements by which staff could, in
confidence, raise concerns about possible improprieties in matters of
financial reporting or other matters. This was achieved through using
existing reporting procedures and a website with a dedicated anonymous
email feature.
70 Vodafone Group Plc Annual Report 2008
•
•
•
The Company’s Nominations and Governance Committee and Remuneration
Committee have terms of reference and composition that comply with the
Combined Code requirements.
The Nominations and Governance Committee is chaired by the Chairman of
the Board, and its other members are non-executive directors of the Company
and the Chief Executive.
The Audit Committee is composed entirely of non-executive directors whom
the Board has determined to be independent and who meet the requirements
of Rule 10A-3 of the Securities Exchange Act.
The Company considers that the terms of reference of these committees, which
are available on its website at www.vodafone.com, are generally responsive to the
relevant NYSE rules but may not address all aspects of these rules.
Corporate governance guidelines
•
•
Under NYSE rules, US companies must adopt and disclose corporate
governance guidelines.
Vodafone has posted its statement of compliance with the Combined Code on
its website at www.vodafone.com. The Company has also adopted a Group
Governance and Policy Manual which provides the first level of the framework
within which its businesses operate. The Manual applies to all directors and
employees.
The Company considers that its corporate governance guidelines are generally
responsive to, but may not address all aspects of, the relevant NYSE rules.
The Company has also adopted a corporate Code of Ethics for senior executives,
financial and accounting officers, separate from and additional to its Business
Principles. A copy of this code is available on the Group’s website at
www.vodafone.com.
External auditors
The Committee reviewed the letter from Deloitte & Touche LLP confirming
their independence and objectivity. It also reviewed and approved the
scope of non-audit services provided by Deloitte & Touche LLP to ensure
that there was no impairment of independence.
The Committee approved the scope and fees for audit services provided by
Deloitte & Touche LLP and confirmed the wording of the recommendations
put by the Board to the shareholders on the appointment and retention of
the external auditors.
Private meetings were held with Deloitte & Touche LLP to ensure that there
were no restrictions on the scope of their audit and to discuss any items the
auditors did not wish to raise with management present.
Internal audit
The Committee engaged in discussion and review of the Group Audit
Department’s audit plan for the year, together with its resource
requirements. Private meetings were held with the Group Audit Director.
Audit Committee effectiveness
The Audit Committee conducts a formal review of its effectiveness
annually and concluded this year that it was effective and able to fulfil its
terms of reference.
Dr Michael Boskin
On behalf of the Audit Committee

Directors’ Remuneration
Dear Shareholder
The Vodafone Remuneration Committee commissioned a review of the reward
package for the executive directors during the 2008 financial year. The objective
was to consider the effectiveness of the reward arrangements in aligning with
our strategy and shareholder interests. As a result, the Remuneration Committee
has updated the remuneration policy, reward structure and market positioning
for the coming years.
The key principles adopted for the updated Vodafone remuneration policy are
as follows:
•
•
•
•
ensure a competitive total remuneration package as benchmarked against
relevant companies and markets;
provide the opportunity for significant reward upside only if:
– truly exceptional performance is delivered; and
– participants invest their own money;
deliver a high proportion of total remuneration through performance related
equity payments; and
drive alignment to our strategy, to create shareholder value, and reinforce
shareholder alignment.
In order to fulfil this policy, the following key changes are being made to the
components of directors’ remuneration:
•
•
•
the long term incentive structure is being simplified – awards will be made in
performance shares only;
the vesting of performance shares will be based upon a combination of
operational and equity performance measures; and
participants will be invited to invest their own money in order to maximise their
long term award.
The Remuneration Committee continues to monitor how well incentive awards
made in previous years align with the Company’s performance. We are confident
that forecast rewards are commensurate with performance. This financial year
we have taken the opportunity to further align the Vodafone reward package to
the strategy and shareholder interests. In particular, this Remuneration Report
outlines the detailed changes to the Global Long Term Incentive Plan (“GLTI”)
for the 2009 financial year. This plan operates under the existing plan rules
which were approved in 2006. As a result there will be no separate resolution
for the amendments. However, the Remuneration Committee always takes an
active interest in shareholder views and the voting on the Remuneration Report.
As such, it hopes to receive your support at the AGM on 29 July 2008.
Luc Vandevelde
Chairman of the Remuneration Committee
27 May 2008
Remuneration Committee
The Remuneration Committee is comprised to exercise independent judgement
and consists only of independent non-executive directors. The Remuneration
Committee had five scheduled and a number of other ad hoc meetings during
the year. For further details, the terms of reference can be found on page 68.
Remuneration Committee
Chairman Luc Vandevelde
Committee members Dr Michael Boskin (left on 23 July 2007)
Simon Murray (joined on 25 July 2007)
Professor Jürgen Schrempp
Anthony Watson
Philip Yea
Management attendees
Chief Executive Arun Sarin
Group HR Director Terry Kramer
Group Reward & Recognition Director Tristram Roberts
External advisers
During the year, Towers Perrin supplied market data and advice on market practice
and governance. PricewaterhouseCoopers LLP and Kepler Associates provided
performance analysis and advice on plan design and performance measures.
The advisers also provided advice to the Company on general human resource
and compensation related matters. In addition, PricewaterhouseCoopers LLP also
provided a broad range of tax, share scheme and advisory services to the Group
during 2008.
Contents
The detail of this Remuneration Report is set out over the following pages, as follows:
•
•
•
•
•
•
•
•
Review of the executive directors’ remuneration
How the executive directors were paid in the 2008 financial year
Changes to how the executive directors will be paid in the 2009 financial year
Grants made and payouts received in the 2008 financial year
Other elements of directors’ packages
Non-executive directors’ remuneration
Other considerations
Audited information
Vodafone Group Plc Annual Report 2008 71

Review of the executive directors’ remuneration
The Remuneration Committee commissioned a full review of the reward
arrangements for the Vodafone executive directors in the 2008 financial year.
The remuneration policy was last amended in 2002.
Remuneration policy
Vodafone wishes to provide a level of remuneration which attracts, retains and
motivates executive directors of the highest calibre. To maximise the effectiveness
of the remuneration policy, careful consideration will be given to aligning the
remuneration package with shareholder interests and with best practice.
The aim is to target an appropriate level of remuneration for managing the
business in line with the strategy. There will be the opportunity for executive
directors to achieve significant upside for truly exceptional performance.
In setting total remuneration, the Remuneration Committee will consider a
relevant group of comparators. Comparators will be selected on the basis of the
role being considered. Typically, no more than three reference points will be used.
These will be as follows: top European companies, top UK companies and,
particularly for scarce skills, the relevant market in question.
These comparators reflect the fact that currently the majority of the business is
in Europe, the Company’s primary listing is in the UK and that the Remuneration
Committee is aware that in some markets, the competition is tough for the very
best talent.
A high proportion of total remuneration will be awarded through short term and
long term performance related remuneration. The Remuneration Committee
believes that incorporating and setting appropriate performance measures and
targets in the package is paramount – this will be reflected in an appropriate
balance of operational and equity performance.
Finally, to fully embed the link to shareholder alignment, all executive directors
are expected to meet and comply with the rigorous and stretching share
ownership requirements set by the Remuneration Committee.
Changes to the package
The review of executive directors’ remuneration has had the following high level
impact on the package for the 2009 financial year:
•
•
•
Vodafone – Governance
Directors’ Remuneration continued
no change to the base salary policy;
no significant change to the annual bonus arrangement; and
long term incentives will be awarded in the form of performance shares with
an opportunity to co-invest. The Remuneration Committee does not foresee
a requirement to award options or use the Deferred Share Bonus (“DSB”) in the
immediate future. Vesting will be based on a performance matrix comprised
of operational and equity performance.
These changes are summarised in the following table:
Reward elements 2007/08 measures 2008/09 measures
Annual bonus Business KPIs Business KPIs
DSB Free cash flow Not applicable
Share options EPS Not applicable
Performance shares Total shareholder return (“TSR”) Free cash flow and TSR
Co-investment Not applicable Free cash flow and TSR
72 Vodafone Group Plc Annual Report 2008
Rationale for changes
The key purposes of making the changes are as follows:
• Link to strategy
Focusing on driving the key measures of underlying business performance
together with upside for strong market value performance.
• Shareholder alignment
Increasing the co-investment opportunity and moving it from a two year
deferral to a three year investment should increase the participants’ holdings
in the Company.
• Simplification
Moving to one long-term incentive vehicle (shares) simplifies the
long-term arrangements.
Impact of changes on package
Comparison of estimated values for the Chief Executive in the 2008
financial year and the 2009 financial year
The estimated values are used to represent the level of different elements of the
package. The analysis below assumes a one times salary co-investment, which is
in line with the current opportunity under the DSB plan. The estimated value will
be greater the more a participant co-invests (up to two times net salary).
2008 financial year
estimated value
2009 financial year
estimated value
Comparison of package structure for the Chief Executive in the 2008
financial year and the 2009 financial year
The Remuneration Committee continues to be comfortable with the structure
of remuneration. Therefore, there is no significant change to:
•
•
Base GLTI options
Bonus GLTI performance shares
DSB Co-investment
0 2,000 4,000 6,000 8,000
Estimated value of components of package £’000
the split between fixed and variable pay; or
the split between short term and long term pay (though note that all long term
remuneration is now received over three years).
The actual percentages depend on the participant’s level of co-investment.

How the executive directors were paid in the 2008 financial year
The table below summarises the plans used to reward the executive directors in the 2008 financial year. Details on performance measures, the link to strategy and
grant policy are also included.
2007/08 performance measure(s) Purpose – link to strategy Grant policy
Base salary
2007/08 • Not applicable • Reflects competitive market level, role and individual
contribution
• Set annually at 1 July
Annual bonus
2007/08 Group Short
Term Incentive Plan
(“GSTIP”) (1)
• Adjusted operating profit (30%)
• Free cash flow (20%)
• Service revenue (25%)
• Total communications
revenue (10%)
• Customer delight (15%)
Bonus deferral arrangement
2007 Deferred Share • Two year cumulative adjusted
Bonus (“DSB”)
free cash flow
• The target for the June 2007
award was a hurdle of 85% of
the Long Range Plan target over
the 2008 and 2009 financial years
Long term incentives
2007 Global Long Term
Incentive Plan (“GLTI”)
share options
2007 GLTI performance
shares
• Three year cumulative growth
in adjusted EPS
• For the July 2007 grants, the
performance range was 5% – 8% p.a.
• As in previous years, 25%
vests at threshold (5% p.a.)
with a straight line up to
100% vesting at maximum
(8% p.a.)
• In setting this target, the
Remuneration Committee took
the internal Long Range Plan,
market expectations and market
practice into account
• Relative Total Shareholder Return
(“TSR”) against the top 50% of
companies in the FTSE Global
Telecommunications Index by
market capitalisation
• 25% vests for achieving median
performance in the comparator
group with a straight line up to
100% vesting for achieving upper
quintile performance relative to
the comparator group
Note:
(1) GSTIP targets are not disclosed as they are commercially sensitive.
• One year KPIs against budget and linked to performance
targets – delivered in either cash or deferred into shares
(see DSB below)
• Three key measures: Adjusted operating profit, service
revenue and free cash flow – cover the key financial elements
of the strategy (revenue stimulation, cost control
and overall growth in EMAPA)
• Total communications revenue continues to focus attention
on this important element of the strategy
• Customer delight – satisfied customers directly impact
our key financial metrics
• If executive directors choose to defer their annual bonus
into shares, then they will be eligible for an award of
matching shares under the DSB arrangement equal to 50%
of the value of the deferred bonus conditionally awarded
in shares
• The matching award is earned by achievement of the
performance target over the following two years
• Incentivises the purchase of shares to meet share
ownership guidelines. This acts as a key part of alignment
with shareholders’ interests
• GLTI share options have a ten year term and will vest after
three years, subject to performance achievement. To the
extent that the performance target is not met, the options
will lapse (re-testing is not permitted)
• The share options incentivise underlying business growth
through earnings and only deliver value if the share price
increases. The price at which shares can be acquired on
option exercise will be no lower than the market value of
the shares on the day prior to the date of grant of the options
• Awards will vest to the extent that the performance
condition has been satisfied at the end of the three-year
performance period. To the extent that the performance
target is not met, the awards will be forfeited
• The performance shares focus on shareholder alignment
through the TSR performance condition and through the
delivery of the award in shares
• Target bonus is 100% of
salary earned over the
financial year, with 200%
maximum available for
exceptional performance
• The Remuneration
Committee reviews and
sets the GSTIP
performance targets
on an annual basis
• The entire bonus must
be deferred into shares to
participate in the DSB
• 50% of the value of the
deferred bonus
conditionally awarded
in shares
• Annual grants are made
in July
• The number of shares
granted are based on
expected values
• For the Chief Executive,
the expected value is 75%
of base salary
• For the other executive
directors the expected
value is 60% of base salary
• Annual grants are made
in July
• The number of shares
granted are based on
expected values
• For the Chief Executive,
the expected value is
175% of base salary
• For the other executive
directors expected value is
140% of base salary
Vodafone Group Plc Annual Report 2008 73

Vodafone – Governance
Directors’ Remuneration continued
Changes to how the executive directors will be paid in the 2009 financial year
The following page sets out the changes made as part of the 2008 review together with further details of the long term incentive plan.
2008/09 performance measure(s) Change and rationale Grant policy
Base salary
2008/09 • No changes • No changes • Set annually on 1 July
Annual bonus
2008/09 Group Short
Term Incentive Plan
Long term incentives
All long term
arrangements
• Adjusted operating profit (25%)
• Free cash flow (25%)
• Total service revenue (25%)
• Total communications
revenue (10%)
• Customer delight (15%)
• Rebalancing of the performance measures – free cash flow
weighting increased by 5%, operating profit weighting
reduced by 5%
• The existing measures are felt to cover the key short term
measurable elements of the strategy
• Three year cumulative adjusted • No share option awards or Deferred Share Bonus awards will be
free cash flow
made in the 2009 financial year
• Relative TSR out-performance • There will be a GLTI base award, delivered in shares after three
over three years against the years subject to free cash flow and TSR performance measures
peer group • There will be the opportunity to co-invest in order to receive an
award of shares, which will mirror the conditions of the GLTI
base award
2009 financial year GLTI performance shares
The long term incentive will be delivered in performance shares. Vesting will be
subject to a combination of two performance conditions – adjusted free cash flow
and relative total shareholder return.
Award and co-investment
The vesting percentages are applied to the face values awarded under the base
and matching awards. The base award for the Chief Executive will have a face
value of 137.5% of base salary. This base award can vest up to a maximum of
550% of base salary (i.e. 137.5% multiplied by maximum vesting of 400%)
(see the combined vesting matrix below).
In addition, participants will have the opportunity to co-invest their own money in
order to receive a matching award (subject to performance – consistent with base
award). Participants will be able to co-invest up to two times net salary. The coinvestment
will receive a matching award with a face value of 50% of the grossedup
investment. The matching award will vest in the same way as the base award
(see the combined vesting matrix below).
The co-investment element is designed to further increase shareholder
alignment, by encouraging executive directors to attain their stretching share
ownership guidelines earlier.
Underlying operational performance – adjusted free cash flow
The free cash flow performance is based on a three year cumulative adjusted free
cash flow figure. The target and range are set out in the table below:
Vesting
Performance £bn percentage
Threshold 15.5 50%
Target 17.5 100%
Superior 18.5 150%
Maximum 19.5 200%
The target free cash flow level is set by reference to the Company’s three year
plan and market expectations. The Remuneration Committee consider the target
to be a stretching one.
74 Vodafone Group Plc Annual Report 2008
• Target bonus is 100% of
salary earned over the
financial year, with 200%
maximum available for
exceptional performance
• The Remuneration
Committee reviews and
sets the GSTIP performance
targets on an annual basis
• Annual awards made in July
• The base award for the
Chief Executive will have a
maximum face value of 550%
• The matching award will
depend on the level of
co-investment
TSR out-performance of a peer group median
The out-performance of a peer group median is felt to be the most appropriate
TSR measure. The rationale for this is that Vodafone has a limited number of
peers, therefore using a smaller group makes operating a ranking system
more complicated.
The peer group for the TSR out-performance measure for the awards to be made
in the 2009 financial year is as follows:
•
•
•
•
•
•
BT Group
Deutsche Telekom
France Telecom
Telecom Italia
Telefonica
Emerging market composite – made up of the average TSR performance of
three companies: Bharti, MTN and Turkcell
The TSR performance will act as a multiplier on the percentage vesting under
the operational performance. There will be no increase in vesting until TSR
performance exceeds median, at which point the multiplier will increase up to
two times on a linear basis to upper quintile performance, as set out in the vesting
table below:
Out-performance
Performance of peer group median Increase
Median 0.0% p.a. No increase
65th percentile 4.5% p.a. 1.5 times
80th percentile (upper quintile) 9.0% p.a. 2.0 times
The performance measure has been calibrated using statistical techniques.
Combined vesting matrix
The combination of the performance measures gives a final vesting matrix
as follows:
Free cash flow performance TSR performance
Up to Median 65th 80th
Threshold 50% 75% 100%
Target 100% 150% 200%
Superior 150% 225% 300%
Maximum 200% 300% 400%

Grants made and payouts received in the 2008 financial year (1)
Annual bonus and share grants made to executive directors in the 2008 financial year (percentages of base salary)
Annual Bonus Arun Sarin
Vittorio Colao
Andy Halford
Target award/Maximum award
Bonus deferral arrangement
100%/200% 100%/200% 100%/200%
Face value of DSB matching shares awarded in June 2007
Long term incentives
50% of bonus deferred 50% of bonus deferred 50% of bonus deferred
Face value of GLTI performance shares awarded in July 2007 389% 311% 311%
Face value of GLTI share options awarded in July 2007 750% 600% 600%
What the executive directors received in the 2008 financial year (2)
Base salary Arun Sarin
Vittorio Colao
Andy Halford
Basic salary received £1,310,160 £830,000 £631,500
Annual Bonus Target Actual Target Actual Target Actual
2007/08 GSTIP (3) £1,310,160 £2,130,320 £830,000 £1,290,650 £631,500 £1,026,819
Bonus deferral arrangement Shares granted Shares vested Shares granted Shares vested Shares granted Shares vested
STIP matching shares awarded in June 2005 1,260,747 1,180,479 N/A N/A N/A N/A
Long term incentives Shares granted Shares vested Shares granted Shares vested Shares granted Shares vested (4)
GLTI performance shares awarded in July 2004 2,016,806 576,806 N/A N/A 135,617 135,617
GLTI share options awarded in July 2004 7,058,823 3,536,470 N/A N/A 226,808 226,808
Notes:
(1) More information on KPIs, against which Group performance is measured, can be found in “Performance – Key Performance Indicators” on pages 30 to 31.
(2) The amounts shown in the table are also disclosed in the appropriate tables in the audited information section, beginning on page 77.
(3) The 2008 financial year GSTIP bonus targets were exceeded. The payout achieved for the Chief Executive was 162.6%.
(4) These awards were granted prior to joining the Executive Committee and different performance conditions apply.
Other elements of directors’ packages
Pensions
Arun Sarin is provided with a defined contribution pension arrangement to which
the Company contributes 30% of base salary.
Vittorio Colao has elected to take a cash allowance of 30% of base salary in lieu of
pension contributions.
Andy Halford is a contributing member of the Vodafone Group Pension Scheme,
a UK defined benefit scheme approved by HM Revenue & Customs (“HMRC”). The
scheme provides a benefit of two-thirds of pensionable salary after a minimum
of 20 years’ service. The normal retirement age is 60 but directors may retire
from age 55 with a pension proportionately reduced to account for their shorter
service, but with no actuarial reduction. Andy’s pensionable salary is capped
in line with the Vodafone Group Pension Scheme Rules at £110,000. Andy has
elected to take a cash allowance of 30% of base salary in lieu of pension
contributions on salary above the scheme cap.
Further details of the pension benefits earned by the directors in the 2008
financial year can be found on page 78. Liabilities in respect of the pension
schemes in which the executive directors participate are funded to the extent
described in note 25 to the Consolidated Financial Statements.
All the individuals referred to above are provided benefits in the event of death
in service. They also have an entitlement under a long term disability plan from
which two-thirds of base salary, up to a maximum benefit determined by the
insurer, would be provided until normal retirement date.
Share ownership requirements
The share ownership requirements for executive directors are set out in the table
below. Ownership against these requirements is reviewed at 31 March and 30
September each year.
Required percentage of basic salary
Chief Executive 400%
Other executive directors 300%
Other Executive Committee members 200%
Service contracts of executive directors
The Remuneration Committee has determined that, after an initial term of up to
two years’ duration, executive directors’ contracts should thereafter have rolling
terms and be terminable on no more than one year’s notice. All current executive
directors’ contracts have an indefinite term (to normal retirement date) and one
year notice periods. No payments should normally be payable on termination
other than the salary due for the notice period and such entitlements under
incentive plans and benefits that are consistent with the terms of such plans.
Fees retained for external non-executive directorships
Executive directors may hold positions in other companies as non-executive
directors. In the 2008 financial year, Arun Sarin was the only executive director
with such a position, held at the Bank of England. He retained fees of £6,000 in
relation to this position. Fees were retained in accordance with Group policy.
Vodafone Group Plc Annual Report 2008 75

Vodafone – Governance
Directors’ Remuneration continued
All-employee share incentive schemes
The executive directors are also eligible to participate in the all-employee plans.
Plan Summary of arrangement
Global All-Employee Share Plan The Remuneration Committee approved
a grant of 320 shares to be made on
2 July 2007 to all permanent employees.
The shares awarded vest after two years.
Sharesave The Vodafone Group 1998 Sharesave
Scheme is an HMRC approved scheme
open to all UK eligible employees.
Options under the scheme are granted at
up to a 20% discount to market value.
Executive directors’ participation is included
in the option tables on pages 79 and 80.
Share Incentive Plan The Vodafone Share Incentive Plan is
an HMRC approved plan open to all
eligible UK employees. Participants may
contribute up to £125 per month, which
the trustee of the plan uses to buy shares
on their behalf. An equivalent number of
shares are purchased with contributions
from the employing company. UK based
executive directors are eligible to participate.
Non-executive directors’ remuneration
The remuneration of non-executive directors is annually reviewed by the Board,
excluding the non-executive directors. The fees payable are as follows:
Fees payable (£’000s)
From From
Position/role 1 April 2007 1 April 2008
Chairman 525 560
Deputy Chairman 145 155
Non-executive director 105 110
Chairmanship of Audit Committee 25 25
Chairmanship of Remuneration Committee 20 20
Chairmanship of Nominations and Governance Committee 15 15
In addition, an allowance of £6,000 is payable each time a non-Europe based nonexecutive
director is required to travel to attend Board and committee meetings,
to reflect the additional time commitment involved.
Details of each non-executive director’s remuneration for the 2008 financial year
are included in the table on page 77.
Non-executive directors do not participate in any incentive or benefit plans.
The Company does not provide any contribution to their pension arrangements.
The Chairman is entitled to use of a car and a driver whenever and wherever
he is providing his services to or representing the Company.
Chairman and non-executive directors service contracts
The Chairman, Sir John Bond, has a contract, that may be terminated by either
party on one year’s notice.
Non-executive directors, including the Deputy Chairman, are engaged on letters
of appointment that set out their duties and responsibilities. The appointment
of non-executive directors may be terminated without compensation.
The terms and conditions of appointment of non-executive directors are available
for inspection by any person at the Company’s registered office during normal
business hours and at the AGM (for 15 minutes prior to the meeting and during
the meeting).
76 Vodafone Group Plc Annual Report 2008
Other considerations
Cascade to senior management
The principles of the policy are cascaded, where appropriate, to the other
members of the Executive Committee as set out below.
Cascade of policy to Executive Committee – 2009 financial year
Total remuneration and base salary Methodology consistent with the
Main Board.
Annual bonus The annual bonus is based on the
same measures. However, in some
circumstances these are across a business
area rather than across the whole Group.
Long term incentive Policy consistent with the Main Board.
Dilution
All awards are made under plans that incorporate dilution limits as set out in the
Guidelines for Share Incentive Schemes published by the Association of British
Insurers. The current estimated dilution from subsisting awards, including
executive and all-employee share awards, is approximately 3.0% of the Company’s
share capital at 31 March 2008 (2.9% at 31 March 2007).
Funding
A mixture of newly issued shares, treasury shares and shares purchased in the
market by the employee benefit trust is used to satisfy share-based awards.
This policy is kept under review.
Other matters
The Share Incentive Plan and the DSB include restrictions on the transfer of
shares while the shares are subject to the plan. Where, under an employee share
plan operated by the Company, participants are the beneficial owners of the
shares, but not the registered owner, the voting rights are normally exercised by
the registered owner at the discretion of the participant.
All of the Company’s share plans contain provisions relating to a change of control.
Outstanding awards and options would normally vest and become exercisable
on a change of control, subject to the satisfaction of any performance conditions
at that time.
TSR performance (audited information)
The following chart shows the performance of the Company relative to the
FTSE100 index.
Five year historical TSR performance growth in the value
of a hypothetical £100 holding over five years. FTSE 100
and FTSE Global Telecoms comparison based on spot values
200
175
150
125
100
March 2003
March 2004 March 2005 March 2006 March 2007
Key: ― FTSE 100 ― Vodafone Group ― FTSE Global Telecoms
March 2008
Graph provided by Towers Perrin and calculated according to a methodology that
is compliant with the requirements of Schedule 7A of the Companies Act of 1985
Data Sources: FTSE and Datastream.
Note: Performance of the Company shown by the graph is not indicative of vesting levels under
the Company’s various incentive plans.

Audited information
Remuneration for the year ended 31 March 2008
The remuneration of current executive directors (1) receiving remuneration during the year ended 31 March 2008 was as follows:
Incentive Cash in
Salary/fees schemes (2) lieu of pension Benefits Total
2008 2007 2008 2007 2008 2007 2008 2007 2008 2007
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Chief Executive
Arun Sarin
Executive directors
1,310 1,272 2,130 1,928 – – 155 49 3,595 3,249
Vittorio Colao 830 383 1,291 500 249 115 594 58 2,964 1,056
Andy Halford 632 592 1,027 897 156 145 31 56 1,846 1,690
Total 2,772 2,247 4,448 3,325 405 260 780 163 8,405 5,995
Notes:
(1) Former executive director, Thomas Geitner, received the final payments under his compromise agreement during the year ended 31 March 2008. These included cash payments of £287,000 and
benefit costs of £1,000. These payments were disclosed within the total compensation costs for Thomas Geitner in the 2007 Annual Report. The payments were staggered, and conditional on not
joining a competitor.
(2) These figures are the cash payouts from the 2008 financial year Vodafone Group Short Term Incentive Plan applicable to the year ended 31 March 2008. These awards are in relation to the
performance against targets in adjusted operating profit, service revenue, free cash flow, total communications revenue and customer delight for the financial year ended 31 March 2008.
The remuneration of the non-executive directors serving during the year (1) ended 31 March 2008 was as follows:
Salary/fees Benefits Total
2008 2007 2008 2007 2008 2007
£’000 £’000 £’000 £’000 £’000 £’000
Chairman
Sir John Bond
Deputy Chairman
540 363 13 11 553 374
John Buchanan
Non-executive directors
145 119 10 15 155 134
Dr Michael Boskin 166 139 12 – 178 139
Lord Broers 35 95 – 14 35 109
Anne Lauvergeon 105 95 – – 105 95
Professor Jürgen Schrempp 105 95 – – 105 95
Luc Vandevelde 125 110 10 1 135 111
Philip Yea 105 95 – – 105 95
Anthony Watson 105 87 8 – 113 87
Nick Land 105 32 10 – 115 32
Alan Jebson 135 32 12 – 147 32
Simon Murray 79 – – – 79 –
Total 1,750 1,262 75 41 1,825 1,303
Note:
(1) Former non-executive director, Lord MacLaurin, received consulting fees of £125,000 during the year, together with continued benefits valued at £34,000 from his previous arrangements.
The aggregate remuneration paid by the Company to its collective senior management (1) for services for the year ended 31 March 2008, is set out below. The
aggregate number of senior management at 31 March 2008 was seven, one fewer than at 31 March 2007.
2008 2007
£’000 £’000
Salaries and fees 3,255 3,817
Incentive schemes (2) 4,964 4,752
Cash in lieu of pension 279 248
Benefits/Other 1,713 6,980
Total 10,211 15,797
Notes:
(1) Aggregate remuneration for senior management is in respect of those individuals who were members of the Executive Committee during the year ended 31 March 2008, other than executive
directors, and reflects compensation paid from either 31 March 2007 or date of appointment to the Executive Committee, to 31 March 2008 or date of leaving, where applicable.
(2) Comprises the incentive scheme information for senior management on an equivalent basis to that disclosed for directors in the table at the top of this page. Details of share incentives awarded
to directors and senior management are included in footnotes to “Medium term incentives” and “Long term incentives” on pages 78 and 79.
Vodafone Group Plc Annual Report 2008 77

Vodafone – Governance
Directors’ Remuneration continued
Pensions
Pension benefits earned by the directors serving during the year ended 31 March 2008 were:
Transfer value Employer
Change in Change in of change in allocation/
Change in transfer value accrued accrued contribution
Total accrued accrued Transfer Transfer over year less benefit in benefit net of to defined
benefit at 31 benefit over value at 31 value at 31 member excess of member contribution
March 2008 (1) the year (1) March 2007 (2) March 2008 (2) contributions inflation contributions plans (3)
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Arun Sarin – – – – – – – 393.0
Vittorio Colao (4) – – – – – – – –
Andy Halford (5) 20.6 3.7 223.4 316.4 89.1 3.0 42.3 –
Notes:
(1) The accrued pension benefits earned by the directors are those which would be paid annually on retirement, based on service to the end of the year, at the normal retirement age.
The increase in accrued pension excludes any increase for inflation.
(2) The transfer values have been calculated on the basis of actuarial advice in accordance with the Faculty and Institute of Actuaries’ Guidance Note GN11. No director elected to pay additional
voluntary contributions. The transfer values disclosed above do not represent a sum paid or payable to the individual director. Instead they represent a potential liability of the pension scheme.
(3) Arun Sarin’s pension contributions were split between £169,000 into the Vodafone’s UK defined contribution scheme and £224,000 into an unfunded defined contribution arrangement.
The latter gives rise to a liability held on the Consolidated Balance Sheet.
(4) Vittorio Colao has elected to take a 30% pension allowance as cash. This allowance is included in the ‘cash in lieu of pension’ category for the year in the table on page 77.
(5) Andy Halford is a member of the Vodafone’s UK defined benefit scheme for salary up to the scheme cap of £110,000. On base salary in excess of this cap he receives 30% pension allowance,
which he has elected to take as cash. This allowance is included in the ‘cash in lieu of pension’ category for the year in the table on page 77.
In respect of senior management, the Group has made aggregate contributions of £1.1 million into pension schemes.
Directors’ interests in the shares of the Company
Medium term incentives
Conditional awards of ordinary shares made to executive directors under the STIP/Deferred Share Bonus, and dividends on those shares paid under the terms of
the Company’s dividend reinvestment plan, are shown below. STIP shares which vested and were sold or transferred during the year ended 31 March 2008 are also
shown below.
Total interest Conditional DSB matching Shares sold or transferred Shares forfeited during the
in STIP/DSB at awards made in the during the year in respect year in respect of the Total interest in DSB
1 April 2007 2008 financial year of the 2005 financial year (1) 2005 financial year at 31 March 2008
Value at date In respect In respect of In respect In respect of
Number Number of award (2)(3) of base enhancement of base enhancement Number Total value (5)
of shares of shares £’000 awards shares awards shares of shares (4) £’000
Arun Sarin 1,880,051 592,974 964 840,498 339,981 – 80,268 1,212,278 1,829
Vittorio Colao – 153,671 250 – – – – 153,671 232
Andy Halford 240,840 275,820 448 – – – – 516,660 780
Notes:
(1) Shares in respect of the STIP awards for the 2005 financial year were transferred on 2 July 2007.
(2) Previously disclosed as the annual incentive value with the directors’ emoluments for the year ended 31 March 2007.
(3) For awards granted during the 2008 financial year, the value at date of award is based on the price of the Company’s ordinary shares on 15 June 2007 of 162.6 pence.
The performance period for this grant ends on 31 March 2009, with the shares vesting on 15 June 2009.
(4) There are two outstanding awards, which have performance periods ending on 31 March 2008 and 31 March 2009.
(5) The value at 31 March 2008 is calculated using the closing middle market price of the Company’s ordinary shares at 31 March 2008 of 150.9 pence.
The aggregate number of shares conditionally awarded during the year under the Deferred Share Bonus to the Company‘s senior management, other than executive
directors, is 969,346. For a description of the performance and vesting conditions, see “2007 Deferred Share Bonus” in the table on page 73.
78 Vodafone Group Plc Annual Report 2008

Long term incentives
Performance shares
Conditional awards of ordinary shares made to executive directors under the Vodafone Group Plc 1999 Long Term Stock Incentive Plan and the Vodafone Global
Incentive Plan are shown below. Long term incentive shares that vested and were sold or transferred during the year ended 31 March 2008 are also shown below.
Total interest Shares Shares sold
in performance forfeited or transferred
shares at in respect of in respect of
1 April 2007 Shares conditionally awards for awards for
or date of awarded during the the 2005 the 2005 Total interest in long term
appointment (1) 2008 financial year financial year financial year incentives at 31 March 2008
Value at date
Number Number of award (2) Number Number Number Total value (5)
of shares of shares £’000 of shares (3) of shares (3) of shares (4) £’000
Arun Sarin 6,242,306 3,065,872 5,145 1,440,000 576,806 7,291,372 11,003
Vittorio Colao 1,073,465 1,557,409 2,613 – – 2,630,874 3,970
Andy Halford 1,622,150 1,190,305 1,997 – 135,617 2,676,838 4,039
Notes:
(1) Restricted share awards under the Vodafone Group Plc 1999 Long Term Stock Incentive Plan and the Vodafone Global Incentive Plan.
(2) The value of awards granted during the year under the Vodafone Global Incentive Plan is based on the price of the Company’s ordinary shares on 29 June 2007 of 167.8 pence.
These awards have a performance period running from 1 April 2007 to 31 March 2010. The vesting date will be in July 2010.
(3) Shares in respect of awards made in the 2005 financial year, granted on 28 July 2004, were sold or transferred on 28 July 2007. The closing middle market price of the Company’s ordinary
shares was 119.0 pence on 2 July 2004, the date of the award. The closing middle market price was 162.1 pence on 5 July 2007 (the date of vesting of Andy Halford’s 2004 share grant) and
148.1 pence on 30 July 2007 (the date of vesting of Arun Sarin’s 2004 share grant).
(4) The total interest at 31 March 2008 includes awards over three performance periods ending on 31 March 2008, 31 March 2009 and 31 March 2010.
(5) The value at 31 March 2008 is calculated using the closing middle market price of the Company’s ordinary shares at 31 March 2008 of 150.9 pence.
The aggregate number of shares conditionally awarded during the year to the Company‘s senior management is 4,391,443 shares. For a description of the performance
and vesting conditions see “2007 GLTI performance shares” on page 73.
Share options
The following information summarises the directors’ options under the Vodafone Group 1998 Sharesave Scheme, the Vodafone Group 1998 Company Share Option
Scheme, Vodafone Group Plc 1999 Long Term Stock Incentive Plan and the Vodafone Global Incentive Plan, which are all HMRC approved schemes. The table also
summarises the directors’ options under the Vodafone Group 1998 Executive Share Option Scheme, which is not HM Revenue & Customs approved. No other directors
have options under any of these schemes. Options have only been granted to directors during the 2008 financial year under the Vodafone Global Incentive Plan (under
which GLTI options were granted). For a description of the performance and vesting conditions see “2007 GLTI share options” on page 73.
Under the Vodafone Group 1998 Sharesave Scheme, options may be granted at a discount of 20% to the market value of the shares at the time of the grant. No other
options may be granted at a discount.
Options Options Options Weighted
Options held at granted exercised lapsed during average
1 April 2007 during the during the the 2008 Options exercise Earliest
or date of 2008 financial 2008 financial financial held at price at date from Latest
appointment (1) year year year 31 March 2008 31 March 2008 which expiry
Number Number Number Number Number Pence exercisable date
Arun Sarin 28,281,629 5,912,753 – 3,522,353 30,672,029 132.4 July 2006 July 2017
Vittorio Colao 3,472,975 3,003,575 – – 6,476,550 150.5 November 2009 July 2017
Andy Halford 5,767,986 2,295,589 – – 8,063,575 141.0 July 2002 July 2017
Note:
(1) The weighted average exercise price of options over shares in the Company granted during the year and listed above is 167.8 pence. The earliest date from which they are exercisable is July 2010
and the latest expiry date is July 2017. For a description of the performance and vesting conditions see “2007 GLTI share options” on page 73.
The aggregate number of options granted during the year to the Company’s senior management, other than executive directors, is 8,469,214. The weighted average
exercise price of the options granted to senior management during the year is 167.8 pence. The earliest date from which they are exercisable is July 2010 and the latest
expiry date is July 2017.
Vodafone Group Plc Annual Report 2008 79

Vodafone – Governance
Directors’ Remuneration continued
Further details of the options outstanding at 31 March 2008 as disclosed on the previous page are as follows:
Exercisable Exercisable
Market price greater than Option price greater than
option price (1) market price (1) Not yet exercisable
Weighted Weighted Weighted
average average average
Options exercise Latest Options exercise Latest Options exercise Latest
held price expiry held price expiry held price expiry
Number Pence date Number Pence date Number Pence date
Arun Sarin 10,915,924 119.2 July 2014 – – – 19,756,105 139.6 July 2017
Vittorio Colao – – – – – – 6,476,550 150.5 July 2017
Andy Halford 554,585 114.2 July 2014 344,800 214.6 July 2011 7,164,190 139.6 July 2017
Note:
(1) Market price is the closing middle market price of the Company’s ordinary shares at 31 March 2008 of 150.9 pence. During the year, the share price moved between a high of 197.5 pence and a low
of 137.5 pence.
The Company’s register of directors’ interests (which is open to inspection) contains full details of directors’ shareholdings and options to subscribe. These options by
exercise price were:
Options Options Options Options
held at granted exercised lapsed
1 April 2007 during the during the during the Options
Option or date of 2008 2008 2008 held at
price appointment financial year financial year financial year 31 March 2008
Pence Number Number Number Number Number
Vodafone Group 1998 Executive Share Option Scheme (Unapproved) 255.00 114,000 – – – 114,000
282.30 66,700 – – – 66,700
Vodafone Group 1998 Company Share Option Scheme (Approved) 255.00 11,500 – – – 11,500
282.30 200 – – – 200
Vodafone Group 1998 Sharesave Scheme 95.30 16,710 – – – 16,710
91.64 10,202 – – – 10,202
Vodafone Group Plc 1999 Long Term Stock Incentive Plan (1) 151.56 152,400 – – – 152,400
90.00 94,444 – – – 94,444
119.25 7,612,787 – – – 7,612,787
119.00 7,285,631 – – 3,522,353 3,763,278
145.25 7,507,295 – – – 7,507,295
Vodafone Group Plc Global Incentive Plan (1) 115.25 11,177,746 – – – 11,177,746
135.50 3,472,975 – – – 3,472,975
167.80 – 11,211,917 – – 11,211,917
37,522,590 11,211,917 – 3,522,353 45,212,154
Note:
(1) The Vodafone Group Plc 1999 Long Term Stock Incentive Plan and Vodafone Group Plc Global Incentive Plan are both HMRC approved. However, note that the actual awards made under these
plans may be approved or unapproved.
80 Vodafone Group Plc Annual Report 2008

Beneficial interests
The directors’ beneficial interests in the ordinary shares of the Company, which includes interests in the Vodafone Share Incentive Plan, but which excludes interests
in the Vodafone Group share option schemes, and the Vodafone Group short term or long term incentives, are shown below:
1 April 2007 or
23 May 2008 31 March 2008 date of appointment
Sir John Bond 224,926 224,926 207,620
Dr John Buchanan 200,009 200,009 191,913
Arun Sarin (1) 7,776,629 7,776,629 5,994,854
Vittorio Colao 180,063 180,063 –
Andy Halford 782,134 781,826 350,632
Dr Michael Boskin 10,000 10,000 10,000
Anne Lauvergeon 27,125 27,125 27,125
Professor Jürgen Schrempp 8,750 8,750 8,750
Luc Vandevelde 17,500 17,500 17,500
Philip Yea 61,250 61,250 61,250
Anthony Watson 100,000 100,000 100,000
Nick Land 25,000 25,000 25,000
Alan Jebson 75,000 75,000 75,000
Simon Murray (2) 157,500 157,500 157,500
Notes:
(1) Arun Sarin also has a non-beneficial interest as the trustee of two family trusts, each holding 5,005 shares.
(2) Simon Murray was appointed as a non-executive director on 1 July 2007.
At 31 March 2008, and during the period from 1 April 2008 to 23 May 2008, no director had any interest in the shares of any subsidiary company. Other than those
individuals included in the table above who were Board members at 31 March 2008, members of the Group’s Executive Committee, at 31 March 2008, had an
aggregate beneficial interest in 2,598,326 ordinary shares of the Company. At 23 May 2008, Executive Committee members had an aggregate beneficial interest
in 2,599,250 ordinary shares of the Company, none of whom had an individual beneficial interest amounting to greater than 1% of the Company’s ordinary shares.
Interests in share options of the Company at 23 May 2008
At 23 May 2008, there had been no change to the directors’ interests in share options from 31 March 2008.
Other than those individuals included in the table above, at 23 May 2008, members of the Group’s Executive Committee at that date held options for 25,229,599
ordinary shares at prices ranging from 91.6 pence to 293.7 pence per ordinary share, with a weighted average exercise price of 139.5 pence per ordinary share exercisable
at dates ranging from July 2002 to July 2017.
Sir John Bond, John Buchanan, Dr Michael Boskin, Alan Jebson, Anne Lauvergeon, Nick Land, Professor Jürgen Schrempp, Luc Vandevelde, Philip Yea, Anthony Watson
and Simon Murray held no options at 23 May 2008.
Directors’ interests in contracts
None of the current directors had a material interest in any contract of significance to which the Company or any of its subsidiary undertakings was a party during the
financial year.
Luc Vandevelde
On behalf of the Board
Vodafone Group Plc Annual Report 2008 81

Vodafone – Financials
Contents
Directors’ Statement of Responsibility 83
Audit Report on Internal Controls 84
Critical Accounting Estimates 85
Consolidated Financial Statements
Consolidated Income Statement for the years ended 31 March 88
Consolidated Statement of Recognised Income and Expense for
the years ended 31 March 88
Consolidated Balance Sheet at 31 March 89
Consolidated Cash Flow Statement for the years ended 31 March 90
Notes to the Consolidated Financial Statements:
1. Basis of preparation 91
2. Significant accounting policies 91
3. Segment analysis 96
4. Operating profit/(loss) 98
5. Investment income and financing costs 99
6. Taxation 100
7. Equity dividends 102
8. Earnings/(loss) per share 102
9. Intangible assets 103
10. Impairment 104
11. Property, plant and equipment 107
12. Principal subsidiary undertakings 108
13. Investments in joint ventures 109
14. Investments in associated undertakings 110
15. Other investments 110
16. Inventory 111
17. Trade and other receivables 111
18. Cash and cash equivalents 112
19. Called up share capital 112
20. Share-based payments 113
21. Transactions with equity shareholders 115
22. Movements in accumulated other recognised income and expense 115
23. Movements in retained losses 115
24. Borrowings 116
25. Post employment benefits 121
26. Provisions 123
27. Trade and other payables 123
28. Acquisitions 124
29. Disposals and discontinued operations 125
30. Reconciliation of net cash flows from operating activities 127
31. Commitments 127
32. Contingent liabilities 128
33. Directors and key management compensation 129
34. Related party transactions 129
35. Employees 130
36. Subsequent events 130
37. New accounting standards 131
82 Vodafone Group Plc Annual Report 2008
Audit Report on the Consolidated Financial Statements 132
Audit Report on the Company Financial Statements 133
Company Financial Statements of Vodafone Group Plc 134
Notes to the Company Financial Statements:
1. Basis of preparation 135
2. Significant accounting policies 135
3. Fixed assets 136
4. Debtors 136
5. Creditors 137
6. Share capital 137
7. Share-based payments 138
8. Reserves and reconciliation of movements in equity shareholders’ funds 138
9. Equity dividends 139
10. Contingent liabilities 139
Separate financial statements required by Rule 3-09
of Regulation S-X B-1
Report of Independent Registered Public
Accounting Firm B-25

Directors’ Statement of Responsibility
Financial statements and accounting records
Company law of England and Wales requires the directors to prepare financial
statements for each financial year which give a true and fair view of the state of
affairs of the Company and of the Group at the end of the financial year and of the
profit or loss of the Group for that period. In preparing those financial statements,
the directors are required to:
•
•
•
•
•
select suitable accounting policies and apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether the Consolidated Financial Statements have been prepared in
accordance with IFRS as adopted for use in the EU;
state for the Company Financial Statements whether applicable UK accounting
standards have been followed; and
prepare the financial statements on a going concern basis unless it is inappropriate
to presume that the Company and the Group will continue in business.
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and of the Group and to enable them to ensure that the financial
statements comply with the Companies Act 1985 and Article 4 of the EU IAS
Regulation. They are also responsible for the system of internal control, for
safeguarding the assets of the Company and the Group and, hence, for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
Directors’ responsibility statement
The Board confirms to the best of its knowledge:
•
•
the Consolidated Financial Statements, prepared in accordance with IFRS as
issued by the IASB and IFRS as adopted by the EU, give a true and fair view
of the assets, liabilities, financial position and profit or loss of the Group; and
the Directors’ Report includes a fair review of the development and
performance of the business and the position of the Group, together with
a description of the principal risks and uncertainties that it faces.
Neither the Company nor the directors accept any liability to any person in
relation to the Annual Report except to the extent that such liability could arise
under English law. Accordingly, any liability to a person who has demonstrated
reliance on any untrue or misleading statement or omission shall be determined
in accordance with section 90A of the Financial Services and Markets Act 2000.
Disclosure of information to auditors
Having made the requisite enquiries, so far as the directors are aware, there is
no relevant audit information (as defined by Section 234ZA of the Companies
Act 1985) of which the Company’s auditors are unaware, and the directors have
taken all the steps they ought to have taken to make themselves aware of any
relevant audit information and to establish that the Company’s auditors are aware
of that information.
Going concern
After reviewing the Group’s and the Company’s budget for the next financial year,
and other longer term plans, the directors are satisfied that, at the time of
approving the financial statements, it is appropriate to adopt the going concern
basis in preparing the financial statements.
Management’s report on internal control over
financial reporting
As required by section 404 of the Sarbanes-Oxley Act of 2002, management
is responsible for establishing and maintaining adequate internal control over
financial reporting for the Group.
The Company’s internal control over financial reporting includes policies and
procedures that pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions and dispositions of assets; provide
reasonable assurance that transactions are recorded as necessary permit the
preparation of financial statements in accordance with IFRS, as adopted by the
European Union and IFRS as issued by the IASB, and that receipts and expenditures
are being made only in accordance with authorisation of management and the
directors of the Company; and provide reasonable assurance regarding prevention
or timely detection of unauthorised acquisition, use or disposition of the
Company’s assets that could have a material effect on the financial statements.
Any internal control framework, no matter how well designed, has inherent
limitations, including the possibility of human error and the circumvention or
overriding of the controls and procedures, and may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because
of changes in conditions or because the degree of compliance with the policies
or procedures may deteriorate.
Management has assessed the effectiveness of the internal control over financial
reporting at 31 March 2008 based on the Internal Control – Integrated Framework,
issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”).
Management has not evaluated the internal controls of Vodacom Group (Pty)
Limited (“Vodacom”), which is accounted for using proportionate consolidation
and the conclusion regarding the effectiveness of internal control over financial
reporting does not extend to the internal controls of Vodacom. Management is
unable to assess the effectiveness of internal control at Vodacom due to the fact
that it does not have the ability to dictate or modify its controls and does not have
the ability, in practice, to assess those controls.
Key sub-totals that result from the proportionate consolidation of Vodacom,
whose internal controls have not been assessed, are set out below.
Vodacom
2008
£m
Total assets 1,093
Net assets 400
Revenue 1,609
Profit for the financial year 260
Management is not required to evaluate the internal controls of entities
accounted for under the equity method. Accordingly, the internal controls of
these entities, which contributed a net profit of £2,876 million (2007: £2,728
million) to the profit (2007: loss) for the financial year, have not been assessed,
except relating to controls over the recording of amounts relating to the
investments that are recorded in the Group’s Consolidated Financial Statements.
During the period covered by this Annual Report, there were no changes in the
Company’s internal control over financial reporting that have materially affected
or are reasonably likely to materially affect the effectiveness of the internal
controls over financial reporting.
Based on management’s assessment, management has concluded that the
internal control over financial reporting was effective at 31 March 2008.
The Company’s internal control over financial reporting, as at 31 March 2008,
has been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, who also audit the Group’s Consolidated Financial Statements.
Their audit report on internal controls over financial reporting is on page 84.
By Order of the Board
Stephen Scott
Secretary
27 May 2008
Vodafone Group Plc Annual Report 2008 83

Vodafone – Financials
Audit Report on Internal Controls
Report of Independent Registered Public
Accounting Firm to the Members of
Vodafone Group Plc
We have audited the internal control over financial reporting of Vodafone Group Plc
and subsidiaries and applicable joint ventures (the “Group”) as of 31 March 2008
based on criteria established in Internal Control – Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission.
As described in Management’s Report on Internal Control over Financial Reporting,
management excluded from its assessment the internal control over financial
reporting at Vodacom Group (Pty) Limited (“Vodacom”), as the Group does not
have the ability to dictate, modify or assess the controls. Vodacom constitutes
0.5 percent and 0.9 percent of net assets and total assets, respectively, 4.5 percent
of revenue, and 3.9 percent of net income of the consolidated financial statement
amounts as of and for the year ended 31 March 2008. Accordingly, our audit did
not include the internal control over financial reporting at Vodacom. The Group’s
management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management’s report on
internal control over financial reporting. Our responsibility is to express an opinion
on the Group’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating
the design and operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or
under the supervision of, the company’s principal executive and principal financial
officers, or persons performing similar functions, and effected by the company’s
board of directors, management, and other personnel to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance
with authorisations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorised
acquisition, use, or disposition of the company’s assets that could have a material
effect on the financial statements.
84 Vodafone Group Plc Annual Report 2008
Because of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of controls,
material misstatements due to error or fraud may not be prevented or detected
on a timely basis. Also, projections of any evaluation of the effectiveness of the
internal control over financial reporting to future periods are subject to the risk
that the controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Group maintained, in all material respects, effective internal
control over financial reporting as of 31 March 2008, based on the criteria
established in Internal Control – Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the Consolidated Financial Statements
of the Group as of and for the year ended 31 March 2008, prepared in conformity
with International Financial Reporting Standards (“IFRS”), as adopted by the
European Union and IFRS as issued by the International Accounting Standards
Board (“IASB”). Our report dated 27 May 2008 expressed an unqualified opinion
on those financial statements.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London
United Kingdom
27 May 2008

Critical Accounting Estimates
The Group prepares its Consolidated Financial Statements in accordance with IFRS
as issued by the International Accounting Standards Board and IFRS as adopted
by the European Union, the application of which often requires judgements to
be made by management when formulating the Group’s financial position and
results. Under IFRS, the directors are required to adopt those accounting policies
most appropriate to the Group’s circumstances for the purpose of presenting fairly
the Group’s financial position, financial performance and cash flows.
In determining and applying accounting policies, judgement is often required
in respect of items where the choice of specific policy, accounting estimate or
assumption to be followed could materially affect the reported results or net
asset position of the Group should it later be determined that a different choice
would be more appropriate.
Management considers the accounting estimates and assumptions discussed
below to be its critical accounting estimates and, accordingly, provides an
explanation of each below.
The discussion below should also be read in conjunction with the Group’s
disclosure of significant IFRS accounting policies, which is provided in note 2
to the Consolidated Financial Statements, “Significant accounting policies”.
Management has discussed its critical accounting estimates and associated
disclosures with the Company’s Audit Committee.
Impairment reviews
Asset recoverability is an area involving management judgement, requiring
assessment as to whether the carrying value of assets can be supported by the
net present value of future cash flows derived from such assets using cash flow
projections which have been discounted at an appropriate rate. In calculating
the net present value of the future cash flows, certain assumptions are required
to be made in respect of highly uncertain matters, as noted below.
IFRS requires management to undertake an annual test for impairment of
indefinite lived assets and, for finite lived assets, to test for impairment if events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Group management currently undertakes an annual impairment
test covering goodwill and other indefinite lived assets and also reviews finite
lived assets and investments in associated undertakings at least annually to
consider whether a full impairment review is required.
Assumptions
There are a number of assumptions and estimates involved in calculating the net
present value of future cash flows from the Group’s businesses, including
management’s expectations of:
•
•
•
•
•
growth in EBITDA, calculated as adjusted operating profit before depreciation
and amortisation;
timing and quantum of future capital expenditure;
uncertainty of future technological developments;
long term growth rates; and
the selection of discount rates to reflect the risks involved.
The Group prepares and internally approves formal ten year plans for its
businesses and uses these as the basis for its impairment reviews. Management
uses the initial five years of the plans, except in markets which are forecast to
grow ahead of the long term growth rate for the market. In such cases, further
years will be used until the forecast growth rate trends towards the long term
growth rate, up to a maximum of ten years.
For mobile businesses where the first five years of the ten year management plan
are used for the Group’s value in use calculations, a long term growth rate into
perpetuity has been determined as the lower of:
•
•
the nominal GDP rates for the country of operation; and
the long term compound annual growth rate in EBITDA in years six to ten of the
management plan.
For mobile businesses where the full ten year management plans are used for
the Group’s value in use calculations, a long term growth rate into perpetuity has
been determined as the lower of:
•
•
the nominal GDP rates for the country of operation; and
the compound annual growth rate in EBITDA in years nine to ten of the
management plan.
For non-mobile businesses, no growth is expected beyond management’s plans
for the initial five year period.
Changing the assumptions selected by management, in particular the discount
rate and growth rate assumptions used in the cash flow projections, could
significantly affect the Group’s impairment evaluation and, hence, results.
The Group’s review includes the key assumptions related to sensitivity in the cash
flow projections.
The following changes to the assumptions used in the impairment review would
have led to an impairment loss being recognised in the year ended 31 March 2008:
Increase Decrease
by 2% by 2%
£bn £bn
Discount rate 0.3 –
Budgeted EBITDA (1) – 0.2
Capital expenditure (2) – –
Long term growth rate – –
Notes:
(1) Represents the compound annual growth rate for the initial five years of the Group’s approved
financial plans.
(2) Represents capital expenditure as a percentage of revenue in the initial five years of the
Group’s approved plans.
Business combinations
Goodwill only arises in business combinations. The amount of goodwill initially
recognised is dependent on the allocation of the purchase price to the fair value
of the identifiable assets acquired and the liabilities assumed. The determination
of the fair value of the assets and liabilities is based, to a considerable extent,
on management’s judgement.
Allocation of the purchase price affects the results of the Group as finite lived
intangible assets are amortised, whereas indefinite lived intangible assets, including
goodwill, are not amortised and could result in differing amortisation charges
based on the allocation to indefinite lived and finite lived intangible assets.
On the acquisition of mobile network operators, the identifiable intangible
assets may include licences, customer bases and brands. The fair value of these
assets is determined by discounting estimated future net cash flows generated
by the asset, assuming no active market for the assets exist. The use of different
assumptions for the expectations of future cash flows and the discount rate
would change the valuation of the intangible assets.
Vodafone Group Plc Annual Report 2008 85

Vodafone – Financials
Critical Accounting Estimates continued
On transition to IFRS, the Group elected not to apply IFRS 3, “Business
Combinations”, retrospectively as the difficulty in applying these requirements
to the large number of business combinations completed by the Group from
incorporation through to 1 April 2004 exceeded any potential benefits. Goodwill
arising before the date of transition to IFRS, after adjusting for items including
the impact of proportionate consolidation of joint ventures, amounted to
£78,753 million.
If the Group had elected to apply the accounting for business combinations
retrospectively, it may have led to an increase or decrease in goodwill and
increase in licences, customer bases, brands and related deferred tax liabilities
recognised on acquisition.
Intangible assets, excluding goodwill
Other intangible assets include the Group’s aggregate amounts spent on the
acquisition of 2G and 3G licences, computer software, customer bases, brands and
development costs. These assets arise from both separate purchases and from
acquisition as part of business combinations.
The relative size of the Group’s intangible assets, excluding goodwill, makes the
judgements surrounding the estimated useful lives critical to the Group’s financial
position and performance.
At 31 March 2008, intangible assets, excluding goodwill, amounted to £18,995
million (2007: £15,705 million) and represented 14.9% (2007: 14.3%) of the
Group’s total assets.
Estimation of useful life
The useful life used to amortise intangible assets relates to the future performance
of the assets acquired and management’s judgement of the period over which
economic benefit will be derived from the asset. The basis for determining the
useful life for the most significant categories of intangible assets is as follows:
Licences and spectrum fees
The estimated useful life is, generally, the term of the licence, unless there is a
presumption of renewal at negligible cost. Using the licence term reflects the
period over which the Group will receive economic benefit. For technology
specific licences with a presumption of renewal at negligible cost, the estimated
useful economic life reflects the Group’s expectation of the period over which the
Group will continue to receive economic benefit from the licence. The economic
lives are periodically reviewed, taking into consideration such factors as changes
in technology. Historically, any changes to economic lives have not been material
following these reviews.
Customer bases
The estimated useful life principally reflects management’s view of the average
economic life of the customer base and is assessed by reference to customer
churn rates. An increase in churn rates may lead to a reduction in the estimated
useful life and an increase in the amortisation charge. Historically, changes to the
estimated useful lives have not had a significant impact on the Group’s results and
financial position.
86 Vodafone Group Plc Annual Report 2008
Capitalised software
The useful life is determined by management at the time the software is acquired
and brought into use and is regularly reviewed for appropriateness. For computer
software licences, the useful life represents management’s view of expected
benefits over which the Group will receive benefits from the software, but not
exceeding the licence term. For unique software products controlled by the Group,
the life is based on historical experience with similar products as well as anticipation
of future events, which may impact their life, such as changes in technology.
Historically, changes in useful lives have not resulted in material changes to the
Group’s amortisation charge.
Property, plant and equipment
Property, plant and equipment also represent a significant proportion of the asset
base of the Group, being 13.1% (2007: 12.3%) of the Group’s total assets. Therefore,
the estimates and assumptions made to determine their carrying value and related
depreciation are critical to the Group’s financial position and performance.
Estimation of useful life
The charge in respect of periodic depreciation is derived after determining an
estimate of an asset’s expected useful life and the expected residual value at the
end of its life. Increasing an asset’s expected life or its residual value would result
in a reduced depreciation charge in the Consolidated Income Statement.
The useful lives of Group assets are determined by management at the time the
asset is acquired and reviewed annually for appropriateness. The lives are based
on historical experience with similar assets as well as anticipation of future events,
which may impact their life, such as changes in technology. Furthermore, network
infrastructure is only depreciated over a period that extends beyond the expiry
of the associated licence under which the operator provides telecommunications
services, if there is a reasonable expectation of renewal or an alternative future use
for the asset.
Historically, changes in useful lives have not resulted in material changes to the
Group’s depreciation charge.
Cost capitalisation
Cost includes the total purchase price and labour costs associated with the
Group’s own employees to the extent that they are directly attributable to
construction costs, or where they comprise a proportion of a department directly
engaged in the purchase or installation of a fixed asset. Management judgement
is involved in determining the appropriate internal costs to capitalise and the
amounts involved. For the year ended 31 March 2008, internal costs capitalised
were £245 million (2007: £244 million) and represented approximately 5% (2007:
6%) of expenditure on property, plant and equipment and computer software.

Taxation
The Group’s tax charge on ordinary activities is the sum of the total current and
deferred tax charges. The calculation of the Group’s total tax charge necessarily
involves a degree of estimation and judgement in respect of certain items whose
tax treatment cannot be finally determined until resolution has been reached with
the relevant tax authority or, as appropriate, through a formal legal process. The final
resolution of some of these items may give rise to material profit and loss and/or
cash flow variances. See “Financial Position and Resources” on page 54.
The complexity of the Group’s structure following its geographic expansion makes
the degree of estimation and judgement more challenging. The resolution of
issues is not always within the control of the Group and it is often dependent
on the efficiency of the legal processes in the relevant taxing jurisdictions in
which the Group operates. Issues can, and often do, take many years to resolve.
Payments in respect of tax liabilities for an accounting period result from payments
on account and on the final resolution of open items. As a result, there can be
substantial differences between the tax charge in the Consolidated Income
Statement and tax payments.
Significant items on which the Group has exercised accounting judgement include
a provision in respect of an enquiry from UK HMRC with regard to the CFC tax
legislation (see note 32 to the Consolidated Financial Statements), potential tax
losses in respect of a write down in the value of investments in Germany (see note
6 to the Consolidated Financial Statements) and litigation with the Indian tax
authorities in relation to the acquisition of Vodafone Essar (see note 32 to the
Consolidated Financial Statements). The amounts recognised in the Consolidated
Financial Statements in respect of each matter are derived from the Group’s best
estimation and judgement, as described above. However, the inherent uncertainty
regarding the outcome of these items means eventual resolution could differ from
the accounting estimates and therefore impact the Group’s results and cash flows.
Recognition of deferred tax assets
The recognition of deferred tax assets is based upon whether it is more likely
than not that sufficient and suitable taxable profits will be available in the future,
against which the reversal of temporary differences can be deducted.
Recognition, therefore, involves judgement regarding the future financial
performance of the particular legal entity or tax group in which the deferred
tax asset has been recognised.
Historical differences between forecast and actual taxable profits have not
resulted in material adjustments to the recognition of deferred tax assets.
Revenue recognition and presentation
Revenue from mobile telecommunications comprises amounts charged to
customers in respect of monthly access charges, airtime charges, messaging,
the provision of other mobile telecommunications services, including data services
and information provision, fees for connecting users of other fixed line and mobile
networks to the Group’s network, revenue from the sale of equipment, including
handsets, and revenue arising from the Group’s partner network agreements.
Arrangements with multiple deliverables
In revenue arrangements including more than one deliverable, the arrangement
consideration is allocated to each deliverable based on the fair value of the
individual element. The Group generally determines the fair value of individual
elements based on prices at which the deliverable is regularly sold on a
standalone basis, after considering volume discounts where appropriate.
Deferral period
Customer connection fees, when combined with related equipment revenue,
in excess of the fair value of the equipment are deferred and recognised over the
expected life of the customer relationship. The life is determined by reference
to historical customer churn rates. An increase in churn rates would reduce the
expected customer relationship life and accelerate revenue recognition.
Historically, changes to the expected customer relationship lives have not had
a significant impact on the Group’s results and financial position.
Any excess upgrade or tariff migration fees over the fair value of equipment
provided are deferred over the average upgrade or tariff migration period
as appropriate. This time period is calculated based on historical activity of
customers who upgrade or change tariffs. An increase in the time period would
extend the period over which revenue is recognised.
Presentation
When deciding the most appropriate basis for presenting revenue or costs of
revenue, both the legal form and substance of the agreement between the Group
and its business partners are reviewed to determine each party’s respective role in
the transaction.
Where the Group’s role in a transaction is that of principal, revenue is recognised
on a gross basis. This requires revenue to comprise the gross value of the
transaction billed to the customer, after trade discounts, with any related
expenditure charged as an operating cost.
Where the Group’s role in a transaction is that of an agent, revenue is recognised
on a net basis, with revenue representing the margin earned.
Vodafone Group Plc Annual Report 2008 87

Vodafone – Financials
Consolidated Income Statement
for the years ended 31 March
2008 2007 2006
Note £m £m £m
Revenue 3 35,478 31,104 29,350
Cost of sales (21,890) (18,725) (17,070)
Gross profit 13,588 12,379 12,280
Selling and distribution expenses (2,511) (2,136) (1,876)
Administrative expenses (3,878) (3,437) (3,416)
Share of result in associated undertakings 14 2,876 2,728 2,428
Impairment losses 10 – (11,600) (23,515)
Other income and expense 29 (28) 502 15
Operating profit/(loss) 3,4 10,047 (1,564) (14,084)
Non-operating income and expense 29 254 4 (2)
Investment income 5 714 789 353
Financing costs 5 (2,014) (1,612) (1,120)
Profit/(loss) before taxation 9,001 (2,383) (14,853)
Income tax expense 6 (2,245) (2,423) (2,380)
Profit/(loss) for the financial year from continuing operations 6,756 (4,806) (17,233)
Loss for the financial year from discontinued operations 29 – (491) (4,588)
Profit/(loss) for the financial year 6,756 (5,297) (21,821)
Attributable to:
– Equity shareholders 23 6,660 (5,426) (21,916)
– Minority interests 96 129 95
6,756 (5,297) (21,821)
Basic earnings/(loss) per share
Profit/(loss) from continuing operations 8 12.56p (8.94)p (27.66)p
Loss from discontinued operations 8, 29 – (0.90)p (7.35)p
Profit/(loss) for the financial year 8 12.56p (9.84)p (35.01)p
Diluted earnings/(loss) per share
Profit/(loss) from continuing operations 8 12.50p (8.94)p (27.66)p
Loss from discontinued operations 8, 29 – (0.90)p (7.35)p
Profit/(loss) for the financial year 8 12.50p (9.84)p (35.01)p
Consolidated Statement of
Recognised Income and Expense
for the years ended 31 March
2008 2007 2006
Note £m £m £m
Gains on revaluation of available-for-sale investments, net of tax 22 1,949 2,108 705
Exchange differences on translation of foreign operations, net of tax 22 5,537 (3,804) 1,494
Net actuarial (losses)/gains on defined benefit pension schemes, net of tax 22 (37) 50 (30)
Revaluation gain 22 – – 112
Foreign exchange (gains)/losses transferred to the Consolidated Income Statement 22 (7) 838 36
Fair value gains transferred to the Consolidated Income Statement 22 (570) – –
Other 22 37 – –
Net gain/(loss) recognised directly in equity 6,909 (808) 2,317
Profit/(loss) for the financial year 6,756 (5,297) (21,821)
Total recognised income and expense relating to the year 13,665 (6,105) (19,504)
Attributable to:
– Equity shareholders 13,912 (6,210) (19,607)
– Minority interests (247) 105 103
13,665 (6,105) (19,504)
The accompanying notes are an integral part of these Consolidated Financial Statements.
88 Vodafone Group Plc Annual Report 2008

Consolidated Balance Sheet
at 31 March
2008 2007
Note £m £m
Non-current assets
Goodwill 9 51,336 40,567
Other intangible assets 9 18,995 15,705
Property, plant and equipment 11 16,735 13,444
Investments in associated undertakings 14 22,545 20,227
Other investments 15 7,367 5,875
Deferred tax assets 6 436 410
Post employment benefits 25 65 82
Trade and other receivables 17 1,067 494
Current assets
118,546 96,804
Inventory 16 417 288
Taxation recoverable 57 21
Trade and other receivables 17 6,551 5,023
Cash and cash equivalents 18 1,699 7,481
8,724 12,813
Total assets 127,270 109,617
Equity
Called up share capital 19 4,182 4,172
Share premium account 21 42,934 43,572
Own shares held 21 (7,856) (8,047)
Additional paid-in capital 21 100,151 100,185
Capital redemption reserve 21 10,054 9,132
Accumulated other recognised income and expense 22 10,558 3,306
Retained losses 23 (81,980) (85,253)
Total equity shareholders’ funds 78,043 67,067
Minority interests 1,168 226
Written put options over minority interests (2,740) –
Total minority interests (1,572) 226
Total equity 76,471 67,293
Non-current liabilities
Long term borrowings 24 22,662 17,798
Deferred tax liabilities 6 5,109 4,626
Post employment benefits 25 104 123
Provisions 26 306 296
Trade and other payables 27 645 535
28,826 23,378
Current liabilities
Short term borrowings 24, 34 4,532 4,817
Current taxation liabilities 5,123 5,088
Provisions 26 356 267
Trade and other payables 27 11,962 8,774
21,973 18,946
Total equity and liabilities 127,270 109,617
The Consolidated Financial Statements were approved by the Board of directors on 27 May 2008 and were signed on its behalf by:
Arun Sarin Andy Halford
Chief Executive Chief Financial Officer
The accompanying notes are an integral part of these Consolidated Financial Statements.
Vodafone Group Plc Annual Report 2008 89

Vodafone – Financials
Consolidated Cash Flow Statement
for the years ended 31 March
2008 2007 2006
Note £m £m £m
Net cash flows from operating activities 29, 30 10,474 10,328 11,841
Cash flows from investing activities
Purchase of interests in subsidiary undertakings and joint ventures, net of cash acquired (5,957) (2,805) (4,186)
Disposal of interests in subsidiary undertakings, net of cash disposed − 6,767 599
Disposal of interests in associated undertakings − 3,119 −
Purchase of intangible assets (846) (899) (690)
Purchase of property, plant and equipment (3,852) (3,633) (4,481)
Purchase of investments (96) (172) (57)
Disposal of property, plant and equipment 39 34 26
Disposal of investments 785 80 1
Dividends received from associated undertakings 873 791 835
Dividends received from investments 72 57 41
Interest received 438 526 319
Net cash flows from investing activities 29 (8,544) 3,865 (7,593)
Cash flows from financing activities
Issue of ordinary share capital and reissue of treasury shares 310 193 356
Net movement in short term borrowings (716) 953 708
Proceeds from issue of long term borrowings 1,711 5,150 5,256
Repayment of borrowings (3,847) (1,961) (1,371)
Loans repaid to associated undertakings − − (47)
Purchase of treasury shares − (43) (6,457)
B share capital redemption (7) (5,713) −
B share preference dividends paid − (3,291) −
Equity dividends paid (3,658) (3,555) (2,749)
Dividends paid to minority shareholders in subsidiary undertakings (113) (34) (51)
Interest paid (1,545) (1,051) (721)
Net cash flows from financing activities 29 (7,865) (9,352) (5,076)
Net cash flows (5,935) 4,841 (828)
Cash and cash equivalents at beginning of the financial year 18 7,458 2,932 3,726
Exchange gain/(loss) on cash and cash equivalents 129 (315) 34
Cash and cash equivalents at end of the financial year 18 1,652 7,458 2,932
The accompanying notes are an integral part of these Consolidated Financial Statements.
90 Vodafone Group Plc Annual Report 2008

Notes to the Consolidated Financial Statements
1. Basis of preparation
The Consolidated Financial Statements are prepared in accordance with
International Financial Reporting Standards (“IFRS”) as issued by the International
Accounting Standards Board (“IASB”). The Consolidated Financial Statements are
also prepared in accordance with IFRS adopted by the European Union (“EU”),
the Companies Act 1985 and Article 4 of the EU IAS Regulations.
The preparation of financial statements in conformity with IFRS requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. For a discussion on the Group’s
critical accounting estimates see “Critical Accounting Estimates” on page 85.
Actual results could differ from those estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects
only that period or in the period of the revision and future periods if the revision
affects both current and future periods.
Amounts in the Consolidated Financial Statements are stated in pounds sterling.
2. Significant accounting policies
Accounting convention
The Consolidated Financial Statements are prepared on a historical cost basis
except for certain financial and equity instruments that have been measured
at fair value.
Basis of consolidation
The Consolidated Financial Statements incorporate the financial statements of
the Company and entities controlled, both unilaterally and jointly, by the Company.
Accounting for subsidiaries
A subsidiary is an entity controlled by the Company. Control is achieved where the
Company has the power to govern the financial and operating policies of an entity
so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in
the income statement from the effective date of acquisition or up to the effective
date of disposal, as appropriate. Where necessary, adjustments are made to the
financial statements of subsidiaries to bring their accounting policies into line with
those used by the Group.
All intra-group transactions, balances, income and expenses are eliminated on
consolidation.
Minority interests in the net assets of consolidated subsidiaries are identified
separately from the Group’s equity therein. Minority interests consist of the
amount of those interests at the date of the original business combination and
the minority’s share of changes in equity since the date of the combination.
Losses applicable to the minority in excess of the minority’s share of changes in
equity are allocated against the interests of the Group except to the extent that
the minority has a binding obligation and is able to make an additional investment
to cover the losses.
Business combinations
The acquisition of subsidiaries is accounted for using the purchase method.
The cost of the acquisition is measured at the aggregate of the fair values, at the
date of exchange, of assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the acquiree, plus any
costs directly attributable to the business combination. The acquiree’s identifiable
assets and liabilities are recognised at their fair values at the acquisition date.
Goodwill arising on acquisition is recognised as an asset and initially measured
at cost, being the excess of the cost of the business combination over the Group’s
interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities recognised.
The interest of minority shareholders in the acquiree is initially measured at the
minority’s proportion of the net fair value of the assets, liabilities and contingent
liabilities recognised.
Previously held identifiable assets, liabilities and contingent liabilities of the
acquired entity are revalued to their fair value at the date of acquisition, being the
date at which the Group achieves control of the acquiree. The movement in fair
value is taken to the asset revaluation surplus.
Interests in joint ventures
A joint venture is a contractual arrangement whereby the Group and other parties
undertake an economic activity that is subject to joint control; that is, when the
strategic financial and operating policy decisions relating to the activities require
the unanimous consent of the parties sharing control.
The Group reports its interests in jointly controlled entities using proportionate
consolidation. The Group’s share of the assets, liabilities, income, expenses and
cash flows of jointly controlled entities are combined with the equivalent items
in the results on a line-by-line basis.
Any goodwill arising on the acquisition of the Group’s interest in a jointly
controlled entity is accounted for in accordance with the Group’s accounting
policy for goodwill arising on the acquisition of a subsidiary.
Investments in associates
An associate is an entity over which the Group has significant influence and that
is neither a subsidiary nor an interest in a joint venture. Significant influence is the
power to participate in the financial and operating policy decisions of the investee
but is not control or joint control over those policies.
The results and assets and liabilities of associates are incorporated in the
Consolidated Financial Statements using the equity method of accounting.
Under the equity method, investments in associates are carried in the consolidated
balance sheet at cost as adjusted for post-acquisition changes in the Group’s
share of the net assets of the associate, less any impairment in the value of the
investment. Losses of an associate in excess of the Group’s interest in that
associate are not recognised. Additional losses are provided for, and a liability is
recognised, only to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the associate.
Any excess of the cost of acquisition over the Group’s share of the net fair value
of the identifiable assets, liabilities and contingent liabilities of the associate
recognised at the date of acquisition is recognised as goodwill. The goodwill is
included within the carrying amount of the investment.
The licences of the Group’s associated undertaking in the US, Verizon Wireless,
are indefinite lived assets as they are subject to perfunctory renewal. Accordingly,
they are not subject to amortisation but are tested annually for impairment,
or when indicators exist that the carrying value is not recoverable.
Intangible assets
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the
cost of acquisition over the Group’s interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities of the entity recognised at the date
of acquisition.
Goodwill is initially recognised as an asset at cost and is subsequently measured
at cost less any accumulated impairment losses. Goodwill is held in the currency
of the acquired entity and revalued to the closing rate at each balance sheet date.
Goodwill is not subject to amortisation but is tested for impairment.
Negative goodwill arising on an acquisition is recognised directly in the income
statement.
On disposal of a subsidiary or a jointly controlled entity, the attributable amount
of goodwill is included in the determination of the profit or loss recognised in the
income statement on disposal.
Vodafone Group Plc Annual Report 2008 91

2. Significant accounting policies continued
Goodwill arising before the date of transition to IFRS, on 1 April 2004, has been
retained at the previous UK GAAP amounts, subject to being tested for impairment
at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not
been reinstated and is not included in determining any subsequent profit or loss
on disposal.
Licence and spectrum fees
Licence and spectrum fees are stated at cost less accumulated amortisation.
The amortisation periods range from 3 to 25 years and are determined primarily
by reference to the unexpired licence period, the conditions for licence renewal
and whether licences are dependent on specific technologies. Amortisation is
charged to the income statement on a straight-line basis over the estimated
useful lives from the commencement of service of the network.
Computer software
Computer software licences are capitalised on the basis of the costs incurred
to acquire and bring into use the specific software. These costs are amortised
over their estimated useful lives, being 3 to 5 years.
Costs that are directly associated with the production of identifiable and unique
software products controlled by the Group, and that are expected to generate
economic benefits exceeding costs beyond one year, are recognised as intangible
assets. Direct costs include software development employee costs and directly
attributable overheads.
Software integral to a related item of hardware equipment is accounted for as
property, plant and equipment.
Costs associated with maintaining computer software programs are recognised
as an expense when they are incurred.
Research and development expenditure
Expenditure on research activities is recognised as an expense in the period in
which it is incurred.
An internally-generated intangible asset arising from the Group’s development
activity is recognised only if all of the following conditions are met:
•
•
•
Vodafone – Financials
Notes to the Consolidated Financial Statements continued
an asset is created that can be separately identified;
it is probable that the asset created will generate future economic benefits; and
the development cost of the asset can be measured reliably.
Internally-generated intangible assets are amortised on a straight-line basis over
their estimated useful lives. Where no internally-generated intangible asset can
be recognised, development expenditure is charged to the income statement in
the period in which it is incurred.
Other intangible assets
Other intangible assets with finite lives are stated at cost less accumulated
amortisation and impairment losses. Amortisation is charged to the income
statement on a straight-line basis over the estimated useful lives of intangible
assets from the date they are available for use. The estimated useful lives are
as follows:
Brands 1 – 10 years
Customer bases 2 – 5 years
Property, plant and equipment
Land and buildings held for use are stated in the balance sheet at their cost,
less any subsequent accumulated depreciation and subsequent accumulated
impairment losses.
Equipment, fixtures and fittings are stated at cost less accumulated depreciation
and any accumulated impairment losses.
Assets in the course of construction are carried at cost, less any recognised
impairment loss. Depreciation of these assets commences when the assets are
ready for their intended use.
92 Vodafone Group Plc Annual Report 2008
The cost of property, plant and equipment includes directly attributable
incremental costs incurred in their acquisition and installation.
Depreciation is charged so as to write off the cost or valuation of assets, other
than land and properties under construction, using the straight-line method,
over their estimated useful lives, as follows:
Freehold buildings 25 – 50 years
Leasehold premises the term of the lease
Equipment, fixtures and fittings:
•
•
Network infrastructure 3 – 25 years
Other 3 – 10 years
Depreciation is not provided on freehold land.
Assets held under finance leases are depreciated over their expected useful
lives on the same basis as owned assets or, where shorter, the term of the
relevant lease.
The gain or loss arising on the disposal or retirement of an item of property, plant
and equipment is determined as the difference between the sales proceeds and
the carrying amount of the asset and is recognised in the income statement.
Impairment of assets
Goodwill
Goodwill is not subject to amortisation but is tested for impairment annually
or whenever there is an indication that the asset may be impaired.
For the purpose of impairment testing, assets are grouped at the lowest levels
for which there are separately identifiable cash flows, known as cash-generating
units. If the recoverable amount of the cash-generating unit is less than the
carrying amount of the unit, the impairment loss is allocated first to reduce
the carrying amount of any goodwill allocated to the unit and then to the other
assets of the unit pro-rata on the basis of the carrying amount of each asset
in the unit. Impairment losses recognised for goodwill are not reversed in a
subsequent period.
Recoverable amount is the higher of fair value less costs to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been adjusted.
The Group prepares and internally approves formal ten year management plans
for its businesses. The first five years of these plans are used for the value in use
calculations, except in markets which are forecast to grow ahead of the long term
growth rate. In such cases, the ten year plan is used until the forecast growth rate
trends towards the long term growth rate, up to a maximum of ten years. Long
range growth rates are used for cash flows into perpetuity beyond the relevant
five or ten year period.
Property, plant and equipment and finite lived intangible assets
At each balance sheet date, the Group reviews the carrying amounts of its property,
plant and equipment and finite lived intangible assets to determine whether there
is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to
determine the extent, if any, of the impairment loss. Where it is not possible to
estimate the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs.
If the recoverable amount of an asset or cash-generating unit is estimated to be
less than its carrying amount, the carrying amount of the asset or cash-generating
unit is reduced to its recoverable amount. An impairment loss is recognised
immediately in the income statement.
Where an impairment loss subsequently reverses, the carrying amount of the
asset or cash-generating unit is increased to the revised estimate of its
recoverable amount, not to exceed the carrying amount that would have been

determined had no impairment loss been recognised for the asset or cashgenerating
unit in prior years. A reversal of an impairment loss is recognised
immediately in the income statement.
Disposal groups held for sale
Disposal groups held for sale are stated at the lower of carrying value and fair
value less costs to sell.
Revenue
Group revenue comprises revenue of the Company and its subsidiary
undertakings plus the Group’s share of the revenue of its joint ventures and
excludes sales taxes and discounts.
Revenue from mobile telecommunications comprises amounts charged to
customers in respect of monthly access charges, airtime usage, messaging,
the provision of other mobile telecommunications services, including data
services and information provision, fees for connecting users of other fixed line
and mobile networks to the Group’s network, revenue from the sale of equipment,
including handsets, and revenue arising from partner market agreements.
Access charges and airtime used by contract customers are invoiced and
recorded as part of a periodic billing cycle and recognised as revenue over the
related access period, with unbilled revenue resulting from services already
provided from the billing cycle date to the end of each period accrued and
unearned revenue from services provided in periods after each accounting
period deferred. Revenue from the sale of prepaid credit is deferred until such
time as the customer uses the airtime, or the credit expires.
Other revenue from mobile telecommunications primarily comprises equipment
sales, which are recognised upon delivery to customers, and customer
connection revenue. Customer connection revenue is recognised together with
the related equipment revenue to the extent that the aggregate equipment and
connection revenue does not exceed the fair value of the equipment delivered
to the customer. Any customer connection revenue not recognised together
with related equipment revenue is deferred and recognised over the period in
which services are expected to be provided to the customer.
Revenue from data services and information provision is recognised when the
Group has performed the related service and, depending on the nature of the
service, is recognised either at the gross amount billed to the customer or the
amount receivable by the Group as commission for facilitating the service.
Incentives are provided to customers in various forms and are usually offered on
signing a new contract or as part of a promotional offering. Where such incentives
are provided on connection of a new customer or the upgrade of an existing
customer, revenue representing the fair value of the incentive, relative to other
deliverables provided to the customer as part of the same arrangement, is
deferred and recognised in line with the Group’s performance of its obligations
relating to the incentive.
For equipment sales made to intermediaries, revenue is recognised if the
significant risks associated with the equipment are transferred to the intermediary
and the intermediary has no general right of return. If the significant risks are not
transferred, revenue recognition is deferred until sale of the handset to an end
customer by the intermediary or the expiry of the right of return.
Intermediaries are incentivised by the Group to connect new customers and
upgrade existing customers. Where such incentives are separable from the initial
sale of equipment to an intermediary, the incentive is accounted for as an expense
upon connection, or upgrade, of the customer.
Revenue from other businesses primarily comprises amounts charged to
customers of the Group’s fixed line businesses, mainly in respect of access
charges and line usage, invoiced and recorded as part of a periodic billing cycle.
In revenue arrangements including more than one deliverable, the arrangement
consideration is allocated to each deliverable based on the fair value of the
individual element. The Group generally determines the fair value of individual
elements based on prices at which the deliverable is regularly sold on a
standalone basis, after considering volume discounts where appropriate.
Inventory
Inventory is stated at the lower of cost and net realisable value. Cost is determined
on the basis of weighted average costs and comprises direct materials and, where
applicable, direct labour costs and those overheads that have been incurred in
bringing the inventories to their present location and condition.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership of the asset to the lessee.
All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the Group at their fair
value at the inception of the lease or, if lower, at the present value of the minimum
lease payments as determined at the inception of the lease. The corresponding
liability to the lessor is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between finance charges and reduction of the
lease obligation so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are recognised in the income statement.
Rentals payable under operating leases are charged to the income statement
on a straight line basis over the term of the relevant lease. Benefits received and
receivable as an incentive to enter into an operating lease are also spread on a
straight line basis over the lease term.
Foreign currencies
In preparing the financial statements of the individual entities within the Group,
transactions in currencies other than the entity’s functional currency are recorded
at the rates of exchange prevailing on the dates of the transactions. At each
balance sheet date, monetary items denominated in foreign currencies are
retranslated at the rates prevailing on the balance sheet date. Non-monetary
items carried at fair value that are denominated in foreign currencies are
retranslated at the rate prevailing on the date when fair value was determined.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
Changes in the fair value of monetary securities denominated in foreign currency
classified as available for sale are analysed between translation differences and
other changes in the carrying amount of the security. Translation differences are
recognised in the income statement and other changes in carrying amount are
recognised in equity.
Translation differences on non-monetary financial assets and liabilities are
reported as part of the fair value gain or loss. Translation differences on nonmonetary
financial assets, such as investments in equity securities classified
as available for sale, are included in equity.
For the purpose of presenting Consolidated Financial Statements, the assets and
liabilities of entities with a functional currency other than sterling are expressed
in sterling using exchange rates prevailing on the balance sheet date. Income and
expense items and cash flows are translated at the average exchange rates for
the period and exchange differences arising are recognised directly in equity.
Such translation differences are recognised in the income statement in the period
in which a foreign operation is disposed of.
Goodwill and fair value adjustments arising on the acquisition of a foreign
operation are treated as assets and liabilities of the foreign operation and
translated accordingly.
In respect of all foreign operations, any exchange differences that have arisen
before 1 April 2004, the date of transition to IFRS, are deemed to be nil and will
be excluded from the determination of any subsequent profit or loss on disposal.
The net foreign exchange gains recognised in the Consolidated Income
Statement for continuing operations is £373 million (2007: £92 million loss,
2006: £36 million loss). A loss of £794 million was recognised in the 2007 financial
year for discontinued operations.
Vodafone Group Plc Annual Report 2008 93

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
2. Significant accounting policies continued
Borrowing costs
All borrowing costs are recognised in the income statement in the period in which
they are incurred.
Post employment benefits
For defined benefit retirement plans, the difference between the fair value of the
plan assets and the present value of the plan liabilities is recognised as an asset or
liability on the balance sheet. Scheme liabilities are assessed using the projected
unit funding method and applying the principal actuarial assumptions as at the
balance sheet date. Assets are valued at market value.
During the year ended 31 March 2006, the Group early adopted the amendment
to IAS 19, “Employee Benefits”, and applied it from 1 April 2004. Accordingly,
actuarial gains and losses are taken to the statement of recognised income and
expense as incurred. For this purpose, actuarial gains and losses comprise both
the effects of changes in actuarial assumptions and experience adjustments
arising because of differences between the previous actuarial assumptions and
what has actually occurred.
Other movements in the net surplus or deficit are recognised in the income
statement, including the current service cost, any past service cost and the effect
of any curtailment or settlements. The interest cost less the expected return
on assets is also charged to the income statement. The amount charged to the
income statement in respect of these plans is included within operating costs or
in the Group’s share of the results of equity accounted operations as appropriate.
The Group’s contributions to defined contribution pension plans are charged
to the income statement as they fall due.
Cumulative actuarial gains and losses as at 1 April 2004, the date of transition
to IFRS, have been recognised in the balance sheet.
Taxation
Income tax expense represents the sum of the current tax payable and deferred tax.
Current tax payable or recoverable is based on taxable profit for the year. Taxable
profit differs from profit as reported in the income statement because some items
of income or expense are taxable or deductible in different years or may never
be taxable or deductible. The Group’s liability for current tax is calculated using
UK and foreign tax rates and laws that have been enacted or substantively
enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable in the future arising
from temporary differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the
computation of taxable profit. It is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable
that taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if the
temporary difference arises from the initial recognition (other than in a business
combination) of assets and liabilities in a transaction that affects neither the
taxable profit nor the accounting profit. Deferred tax liabilities are not recognised
to the extent they arise from the initial recognition of goodwill.
Deferred tax liabilities are recognised for taxable temporary differences arising on
investments in subsidiaries and associates, and interests in joint ventures, except
where the Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date
and adjusted to reflect changes in probability that sufficient taxable profits will be
available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period
when the liability is settled or the asset realised, based on tax rates that have been
enacted or substantively enacted by the balance sheet date.
94 Vodafone Group Plc Annual Report 2008
Tax assets and liabilities are offset when there is a legally enforceable right to set
off current tax assets against current tax liabilities and when they either relate to
income taxes levied by the same taxation authority on either the same taxable
entity or on different taxable entities which intend to settle the current tax assets
and liabilities on a net basis.
Tax is charged or credited to the income statement, except when it relates to
items charged or credited directly to equity, in which case the tax is also recognised
directly in equity.
Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are
recognised on the Group’s balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
The Group has applied the requirements of IFRS to financial instruments for all
periods presented and has not taken advantage of any exemptions available to
first time adopters of IFRS in this respect. During the year ended 31 March 2006,
the Group early adopted IFRS 7, “Financial Instruments: Disclosures”,
amendments to IAS 39, “Financial Instruments: Recognition and Measurement”
and IFRS 4, “Insurance Contracts”, regarding “Financial Guarantee Contracts”
and amendments to IAS 39 regarding “The Fair Value Option” and “Cash Flow
Hedge Accounting of Forecast Intragroup Transactions” and applied them from
1 April 2004.
Trade receivables
Trade receivables do not carry any interest and are stated at their nominal value
as reduced by appropriate allowances for estimated irrecoverable amounts.
Estimated irrecoverable amounts are based on the ageing of the receivable
balances and historical experience. Individual trade receivables are written off
when management deems them not to be collectible.
Other investments
Other investments are recognised and derecognised on a trade date where
a purchase or sale of an investment is under a contract whose terms require
delivery of the investment within the timeframe established by the market
concerned, and are initially measured at cost, including transaction costs.
Other investments classified held for trading and available-for-sale are stated
at fair value. Where securities are held for trading purposes, gains and losses
arising from changes in fair value are included in net profit or loss for the period.
For available-for-sale investments, gains and losses arising from changes in fair
value are recognised directly in equity, until the security is disposed of or is
determined to be impaired, at which time the cumulative gain or loss previously
recognised in equity, determined using the weighted average costs method,
is included in the net profit or loss for the period.
Other investments classified as loans and receivables are stated at amortised
cost using the effective interest method, less any impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other
short term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
Trade payables
Trade payables are not interest bearing and are stated at their nominal value.
Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Group are classified
according to the substance of the contractual arrangements entered into and the
definitions of a financial liability and an equity instrument. An equity instrument
is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities and includes no obligation to deliver cash or other
financial assets. The accounting policies adopted for specific financial liabilities
and equity instruments are set out below.

Capital market and bank borrowings
Interest bearing loans and overdrafts are initially measured at fair value (which
is equal to cost at inception), and are subsequently measured at amortised cost,
using the effective interest rate method, except where they are identified as a
hedged item in a fair value hedge. Any difference between the proceeds net of
transaction costs and the settlement or redemption of borrowings is recognised
over the term of the borrowing.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received,
net of direct issue costs.
Derivative financial instruments and hedge accounting
The Group’s activities expose it to the financial risks of changes in foreign
exchange rates and interest rates.
The use of financial derivatives is governed by the Group’s policies approved by
the Board of directors, which provide written principles on the use of financial
derivatives consistent with the Group’s risk management strategy. Changes in
values of all derivatives of a financing nature are included within investment
income and financing costs in the income statement. The Group does not use
derivative financial instruments for speculative purposes.
Derivative financial instruments are initially measured at fair value on the contract
date and are subsequently re-measured to fair value at each reporting date.
The Group designates certain derivatives as either:
•
•
hedges of the change of fair value of recognised assets and liabilities
(“fair value hedges”); or
hedges of net investments in foreign operations.
Hedge accounting is discontinued when the hedging instrument expires or is sold,
terminated, or exercised, or no longer qualifies for hedge accounting.
Fair value hedges
The Group’s policy is to use derivative instruments (primarily interest rate swaps)
to convert a proportion of its fixed rate debt to floating rates in order to hedge the
interest rate risk arising, principally, from capital market borrowings. The Group
designates these as fair value hedges of interest rate risk with changes in fair value
of the hedging instrument recognised in the income statement for the period
together with the changes in the fair value of the hedged item due to the hedged
risk, to the extent the hedge is effective. The ineffective portion is recognised
immediately in the income statement.
Net investment hedges
Exchange differences arising from the translation of the net investment in foreign
operations are recognised directly in equity. Gains and losses on those hedging
instruments (which include bonds, commercial paper and foreign exchange
contracts) designated as hedges of the net investments in foreign operations
are recognised in equity to the extent that the hedging relationship is effective.
These amounts are included in exchange differences on translation of foreign
operations as stated in the statement of recognised income and expense.
Gains and losses relating to hedge ineffectiveness are recognised immediately
in the income statement for the period. Gains and losses accumulated in the
translation reserve are included in the income statement when the foreign
operation is disposed of. During the year ended 31 March 2006, the Group adopted
the Amendments to IAS 21, “The Effect of Changes in Foreign Exchange Rates”,
with effect from 1 April 2004, being the date of transition to IFRS for the Group.
Put option arrangements
The potential cash payments related to put options issued by the Group over the
equity of subsidiary companies are accounted for as financial liabilities when such
options may only be settled other than by exchange of a fixed amount of cash
or another financial asset for a fixed number of shares in the subsidiary.
The amount that may become payable under the option on exercise is initially
recognised at fair value within borrowings with a corresponding charge directly to
equity. The charge to equity is recognised separately as written put options over
minority interests, adjacent to minority interests in the net assets of consolidated
subsidiaries. The Group recognises the cost of writing such put options, determined
as the excess of the fair value of the option over any consideration received,
as a financing cost.
Such options are subsequently measured at amortised cost, using the effective
interest rate method, in order to accrete the liability up to the amount payable
under the option at the date at which it first becomes exercisable. The charge
arising is recorded as a financing cost. In the event that the option expires
unexercised, the liability is derecognised with a corresponding adjustment
to equity.
Provisions
Provisions are recognised when the Group has a present obligation as a result
of a past event and it is probable that the Group will be required to settle
that obligation. Provisions are measured at the directors’ best estimate of the
expenditure required to settle the obligation at the balance sheet date and
are discounted to present value where the effect is material.
Share-based payments
The Group issues equity-settled share-based payments to certain employees.
Equity-settled share-based payments are measured at fair value (excluding the
effect of non market-based vesting conditions) at the date of grant. The fair
value determined at the grant date of the equity-settled share-based payments
is expensed on a straight-line basis over the vesting period, based on the Group’s
estimate of the shares that will eventually vest and adjusted for the effect of non
market-based vesting conditions.
Fair value is measured using a binomial pricing model, being a lattice-based
option valuation model, which is calibrated using a Black-Scholes framework.
The expected life used in the model has been adjusted, based on management’s
best estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations.
The Group uses historical data to estimate option exercise and employee
termination within the valuation model; separate groups of employees that
have similar historical exercise behaviour are considered separately for valuation
purposes. The expected life of options granted is derived from the output of
the option valuation model and represents the period of time that options are
expected to be outstanding. Expected volatilities are based on implied volatilities
as determined by a simple average of no less than three international banks,
excluding the highest and lowest numbers. The risk-free rates for periods within
the contractual life of the option are based on the UK gilt yield curve in effect
at the time of grant.
Some share awards have an attached market condition, based on Total
Shareholder Return (“TSR”), which is taken into account when calculating the
fair value of the share awards. The valuation for the TSR is based on Vodafone’s
ranking within the same group of companies, where possible, over the past five
years. The volatility of the ranking over a three year period is used to determine
the probable weighted percentage number of shares that could be expected
to vest and hence affect fair value.
The fair value of awards of non-vested shares to the Board of directors and
Executive Committee is equal to the closing price of the Vodafone’s shares on
the date of grant, as these awards are entitled to dividend equivalents during the
vesting period. Awards of non-vested shares to other employees are not entitled
to dividends during the vesting period and the fair value reflects a discount to the
closing share price of Vodafone’s shares on the date of grant equal to the present
value of expected dividends to be received over the vesting period.
Vodafone Group Plc Annual Report 2008 95

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
3. Segment analysis
The Group has a single group of related services and products, being the supply of communications services and products. Segment information is provided on the
basis of geographic areas, being the basis on which the Group manages its world wide interests. Revenue is attributed to a country or region based on the location of
the Group company reporting the revenue. Inter-segment sales are charged at arms length prices. The Group uses adjusted operating profit for internal performance
analysis and, therefore, the Group’s measure of segment profit is adjusted operating profit, being operating profit excluding non-operating income of associates,
impairment losses and other income and expense.
During the year ended 31 March 2008, the Group early adopted IFRS 8 “Operating Segments”. The Group also changed its organisation structure such that the Group’s
associated undertaking in France, SFR, is now managed within the Europe region and reported within Other Europe. As a result, prior period disclosures have been
amended to conform to the current year presentation.
Segment Common Intra-region Regional Inter-region Group
Adjusted
operating
revenue functions revenue revenue revenue revenue profit
£m £m £m £m £m £m £m
31 March 2008
Germany 5,397 (128) 5,269 (10) 5,259 1,265
Italy 4,435 (33) 4,402 (6) 4,396 1,573
Spain 5,063 (96) 4,967 (4) 4,963 1,282
UK 5,424 (46) 5,378 (10) 5,368 431
Arcor 1,632 (86) 1,546 (1) 1,545 225
Other Europe (1) 4,583 (64) 4,519 (3) 4,516 1,430
Europe 26,534 (453) 26,081 (34) 26,047 6,206
Eastern Europe 3,154 – 3,154 (35) 3,119 332
Middle East, Africa & Asia (2) 4,547 (1) 4,546 (24) 4,522 769
Pacific 1,645 – 1,645 (14) 1,631 181
Associates – US – – – – – 2,447
EMAPA 9,346 (1) 9,345 (73) 9,272 3,729
Common functions (3) – 170 – 170 (11) 159 140
Group 35,880 170 (454) 35,596 (118) 35,478 10,075
31 March 2007
Germany 5,443 (123) 5,320 (9) 5,311 1,354
Italy 4,245 (44) 4,201 (5) 4,196 1,575
Spain 4,500 (106) 4,394 (3) 4,391 1,100
UK 5,124 (54) 5,070 (9) 5,061 511
Arcor 1,441 (27) 1,414 – 1,414 171
Other Europe (1) 4,275 (82) 4,193 (4) 4,189 1,448
Europe 25,028 (436) 24,592 (30) 24,562 6,159
Eastern Europe 2,477 – 2,477 (31) 2,446 184
Middle East, Africa & Asia (2) 2,565 – 2,565 (9) 2,556 694
Pacific 1,399 – 1,399 (11) 1,388 159
Associates – US – – – – – 2,077
Associates – Other – – – – – 130
EMAPA 6,441 – 6,441 (51) 6,390 3,244
Common functions (3) – 168 – 168 (16) 152 128
Group 31,469 168 (436) 31,201 (97) 31,104 9,531
31 March 2006
Germany 5,754 (143) 5,611 (9) 5,602 1,496
Italy 4,363 (39) 4,324 (4) 4,320 1,672
Spain 3,995 (100) 3,895 (2) 3,893 968
UK 5,048 (50) 4,998 (10) 4,988 698
Arcor 1,320 (34) 1,286 – 1,286 139
Other Europe (1) 4,697 (78) 4,619 (3) 4,616 1,452
Europe 25,177 (444) 24,733 (28) 24,705 6,425
Eastern Europe 1,435 – 1,435 (14) 1,421 176
Middle East, Africa & Asia (2) 1,784 – 1,784 (15) 1,769 523
Pacific 1,335 – 1,335 (14) 1,321 140
Associates – US – – – – – 1,732
Associates – Other – – – – – 192
EMAPA 4,554 – 4,554 (43) 4,511 2,763
Common functions (3) – 145 – 145 (11) 134 211
Group 29,731 145 (444) 29,432 (82) 29,350 9,399
Notes:
(1) Adjusted operating profit includes £425 million (2007: £517 million; 2006: £479 million), representing the Group’s share of results in associated undertakings.
(2) Adjusted operating profit includes £2 million (2007: £nil; 2006: £nil), representing the Group’s share of results in associated undertakings.
(3) Adjusted operating profit includes £2 million (2007: £1 million; 2006: £8 million), representing the Group’s share of results in associated undertakings.
96 Vodafone Group Plc Annual Report 2008

A reconciliation of adjusted operating profit to operating profit/(loss) is shown below. For a reconciliation of operating profit/(loss) to profit/(loss) before taxation,
see the Consolidated Income Statement on page 88.
2008 2007 2006
£m £m £m
Adjusted operating profit 10,075 9,531 9,399
Impairment losses – (11,600) (23,515)
Other items (28) 505 32
Operating profit/(loss) 10,047 (1,564) (14,084)
Capitalised
Other
expenditure Depreciation
Non-current fixed asset on intangible and Impairment
assets (1) additions (2) assets amortisation of goodwill
£m £m £m £m £m
31 March 2008
Germany 18,267 392 14 1,067 –
Italy 16,215 411 1 582 –
Spain 14,589 533 – 500 –
UK 7,930 465 – 973 –
Arcor 862 221 – 100 –
Other Europe 8,303 469 11 616 –
Europe 66,166 2,491 26 3,838 –
Eastern Europe 6,879 633 – 665 –
Middle East, Africa & Asia 11,958 1,554 7 954 –
Pacific 1,346 212 – 245 –
EMAPA 20,183 2,399 7 1,864 –
Common functions 717 185 8 207 –
Group 87,066 5,075 41 5,909 –
31 March 2007
Germany 16,233 425 – 1,063 6,700
Italy 13,722 421 26 556 4,900
Spain 12,289 547 – 449 –
UK 8,483 661 – 930 –
Arcor 627 189 – 144 –
Other Europe 7,187 489 6 586 –
Europe 58,541 2,732 32 3,728 11,600
Eastern Europe 6,235 435 – 349 –
Middle East, Africa & Asia 3,079 574 276 272 –
Pacific 1,249 251 – 194 –
EMAPA 10,563 1,260 276 815 –
Common functions 612 216 – 568 –
Group 69,716 4,208 308 5,111 11,600
31 March 2006
Germany 592 – 1,167 19,400
Italy 541 1 588 3,600
Spain 502 – 395 –
UK 665 11 924 –
Arcor 129 – 140 –
Other Europe 511 4 645 515
Europe 2,940 16 3,859 23,515
Eastern Europe 280 – 231 –
Middle East, Africa & Asia 426 – 216 –
Pacific 247 – 209 –
EMAPA 953 – 656 –
Common functions 112 – 189 –
Group 4,005 16 4,704 23,515
Notes:
(1) Includes goodwill, other intangible assets and property, plant and equipment.
(2) Includes additions to property, plant and equipment and computer software, reported within intangible assets.
Vodafone Group Plc Annual Report 2008 97

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
4. Operating profit/(loss)
Operating profit /(loss) has been arrived at after charging/(crediting):
2008 2007 2006
£m £m £m
Net foreign exchange (gains)/losses
Depreciation of property, plant and equipment (note 11):
(27) 6 –
Owned assets 3,400 2,994 3,069
Leased assets 27 17 10
Amortisation of intangible assets (note 9) 2,482 2,100 1,625
Impairment of goodwill (note 10) – 11,600 23,515
Research and development expenditure 234 222 206
Staff costs (note 35)
Operating lease rentals payable:
2,698 2,466 2,310
Plant and machinery 43 35 35
Other assets including fixed line rentals 1,117 984 933
Loss on disposal of property, plant and equipment 70 43 69
Own costs capitalised attributable to the construction or acquisition of property, plant and equipment (245) (244) (256)
The total remuneration of the Group’s auditor, Deloitte & Touche LLP, and its affiliates for services provided to the Group is analysed below:
2008 2007 2006
£m £m £m
Audit fees:
Parent company 1 1 1
Subsidiary undertakings 5 4 3
6 5 4
Fees for statutory and regulatory filings (1) 1 2 –
Audit and audit-related fees 7 7 4
Other fees:
Taxation 1 1 1
Corporate finance transactions – – 1
Other (2) 1 2 2
2 3 4
Total fees 9 10 8
Notes:
(1) Amounts for 2008 and 2007 include mainly audit fees in relation to Section 404 of the US Sarbanes-Oxley Act of 2002.
(2) Amounts for 2007 and 2006 include fees mainly relating to the preparatory work required in advance of the implementation of Section 404 of the US Sarbanes-Oxley Act of 2002 and general
accounting advice.
The total remuneration includes £nil (2007: £nil, 2006: £1 million) in respect of the Group’s discontinued operations in Japan. In addition to the above, the Group’s joint
ventures and associated undertakings paid fees totalling £2 million (2007: £2 million, 2006: £2 million) and £3 million (2007: £4 million, 2006: £4 million), respectively,
to Deloitte & Touche LLP and its affiliates during the year. Deloitte & Touche LLP and its affiliates have also received amounts totalling less than £1 million in each of
the last three years in respect of services provided to pension schemes and charitable foundations associated to the Group.
A description of the work performed by the Audit Committee in order to safeguard auditor independence when non-audit services are provided is set out in “Corporate
Governance” on page 69.
98 Vodafone Group Plc Annual Report 2008

5. Investment income and financing costs
2008 2007 2006
£m £m £m
Investment income:
Available-for-sale investments:
Dividends received 72 57 41
Other (1) − 86 −
Loans and receivables at amortised cost (2) 451 452 153
Fair value through the income statement (held for trading):
Derivatives – foreign exchange contracts 125 160 159
Other (3) 66 − −
Equity put rights and similar arrangements (5) − 34 −
Financing costs:
Items in hedge relationships:
714 789 353
Other loans 612 548 510
Interest rate swaps 61 (9) (118)
Dividends on redeemable preference shares 42 45 48
Fair value hedging instrument (635) 42 213
Fair value of hedged item
Other financial liabilities held at amortised cost:
601 (47) (186)
Bank loans and overdrafts 347 126 126
Other loans (4) 390 276 78
Potential interest charge on settlement of tax issues 399 406 329
Equity put rights and similar arrangements (5) 143 32 161
Finance leases
Fair value through the income statement (held for trading):
7 4 7
Derivatives – forward starting swaps and futures 47 71 (48)
Other (6) − 118 −
2,014 1,612 1,120
Net financing costs 1,300 823 767
Notes:
(1) Amount for 2007 includes a gain resulting from refinancing of SoftBank related investments received as part of the consideration for the disposal of Vodafone Japan on 27 April 2006.
(2) Amount for 2007 includes £77 million of foreign exchange gains arising from hedges of a net investment in a foreign operation.
(3) Includes foreign exchange gain on certain intercompany balances and investments held following the disposal of Vodafone Japan to SoftBank.
(4) Amount for 2008 includes £72 million of foreign exchange losses arising from hedges of a net investment in a foreign operation.
(5) Includes amounts in relation to the Group’s arrangements with its minority partners in India, its fixed line operations in Germany and, in respect of prior years, Telecom Egypt. Further information
is provided in “Option agreements and similar arrangements” on page 58.
(6) Amount for 2007 includes foreign exchange losses on certain intercompany balances and investments held following the disposal of Vodafone Japan to SoftBank.
Vodafone Group Plc Annual Report 2008 99

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
6. Taxation
Income tax expense
2008 2007 2006
£m £m £m
United Kingdom corporation tax (income)/expense at 30%:
Current year − − 169
Adjustments in respect of prior years (53) (30) (15)
(53) (30) 154
Overseas current tax expense/(income):
Current year 2,539 2,928 2,077
Adjustments in respect of prior years (293) 215 (418)
2,246 3,143 1,659
Total current tax expense 2,193 3,113 1,813
Deferred tax on origination and reversal of temporary differences:
United Kingdom deferred tax (125) (49) 444
Overseas deferred tax 177 (641) 123
Total deferred tax expense/(income) 52 (690) 567
Total income tax expense from continuing operations 2,245 2,423 2,380
Tax (credited)/charged directly to equity
2008 2007 2006
£m £m £m
Current tax credit (5) (2) (6)
Deferred tax (credit)/charge (65) 11 (11)
Total tax (credited)/charged directly to equity (70) 9 (17)
Factors affecting tax expense for the year
The table below explains the differences between the expected tax expense on continuing operations, at the UK statutory tax rate of 30% for 2008, 2007 and 2006,
and the Group’s total tax expense for each year. Further discussion of the current year tax expense can be found in the section titled “Operating Results” on page 33.
Subsequently, the UK statutory tax rate reduced to 28%, effective from 1 April 2008, and the impact on year end tax balances is included within “Effect of current year
changes in statutory tax rates” below.
2008 2007 2006
£m £m £m
Profit/(loss) before tax on continuing operations as shown in the Consolidated Income Statement 9,001 (2,383) (14,853)
Expected income tax expense/(income) on profit from continuing operations at UK statutory tax rate 2,700 (715) (4,456)
Effect of taxation of associated undertakings, reported within operating profit 134 119 133
Impairment losses with no tax effect − 3,480 7,055
Expected income tax expense at UK statutory rate on profit from continuing operations,
before impairment losses and taxation of associates 2,834 2,884 2,732
Effect of different statutory tax rates of overseas jurisdictions 320 346 411
Effect of current year changes in statutory tax rates 66 1 (15)
Deferred tax on overseas earnings 255 (373) (78)
Assets revalued for tax purposes (16) (197) (142)
Effect of previously unrecognised temporary differences including losses (833) (562) (95)
Adjustments in respect of prior years (254) 145 (470)
Expenses not deductible for tax purposes and other items 321 577 480
Exclude taxation of associated undertakings (448) (398) (443)
Income tax expense from continuing operations 2,245 2,423 2,380
100 Vodafone Group Plc Annual Report 2008

Deferred tax
Analysis of movements in the net deferred tax balance during the year:
2008
£m
1 April 2007 (4,216)
Charged to the income statement (52)
Credited directly to equity 65
Acquisitions and disposals (480)
Exchange movements 10
31 March 2008 (4,673)
Deferred tax assets and liabilities in respect of continuing operations, before offset of balances within countries, are as follows:
Net Amount
recognised credited/
Gross Gross Less deferred tax (charged)
deferred deferred tax amounts asset/ in income
tax asset liability unrecognised (liability) statement
£m £m £m £m £m
Accelerated tax depreciation 576 (1,635) (25) (1,084) 326
Tax losses 25,792 − (25,433) 359 (6)
Deferred tax on overseas earnings − (3,535) − (3,535) (255)
Other short term timing differences 3,807 (2,223) (1,997) (413) (117)
31 March 2008 30,175 (7,393) (27,455) (4,673) (52)
Analysed in the balance sheet, after offset of balances within countries, as:
£m
Deferred tax asset 436
Deferred tax liability (5,109)
31 March 2008 (4,673)
Net Amount
recognised credited/
Gross Gross Less deferred tax (charged)
deferred deferred tax amounts asset/ in income
tax asset liability unrecognised (liability) statement
£m £m £m £m £m
Accelerated tax depreciation 386 (1,720) (25) (1,359) 112
Tax losses 13,619 − (13,334) 285 (264)
Deferred tax on overseas earnings − (3,296) − (3,296) 373
Other short term timing differences 4,147 (1,615) (2,378) 154 469
31 March 2007 18,152 (6,631) (15,737) (4,216) 690
Analysed in the balance sheet, after offset of balances within countries, as:
£m
Deferred tax asset 410
Deferred tax liability (4,626)
31 March 2007 (4,216)
Factors affecting the tax charge in future years
Factors that may affect the Group’s future tax charge include the impact of corporate restructuring, the resolution of open issues, future planning opportunities,
corporate acquisitions and disposals, the use of brought forward tax losses and changes in tax legislation and tax rates. For example, in June 2007, the UK Government
issued a discussion document about the taxation of companies’ foreign profits and invited comments from business in order to develop more detailed proposals for
further consultation and potential legislation in the 2009 calendar year.
Vodafone is routinely subject to audit by tax authorities in the territories in which it operates and the following items have reached litigation. The Group holds provisions
in respect of the potential tax liability that may arise. However, the amount ultimately paid may differ materially from the amount accrued and could therefore affect
the overall profitability and cash flows of the Group in future periods.
The Group’s subsidiary Vodafone 2 is responding to an enquiry by HM Revenue & Customs (“HMRC”) with regard to the UK tax treatment of one of its Luxembourg
holding companies under the controlled foreign companies (“CFC”) rules. Further details in relation to this enquiry are included in note 32 “Contingent liabilities”.
A Spanish subsidiary, Vodafone Holdings Europe SL (“VHESL”), is in disagreement with the Spanish tax authorities regarding the tax treatment of interest expenses
claimed by VHESL in the accounting periods ended 31 March 2003 and 31 March 2004. The matter is now being pursued through the Spanish court system.
Vodafone Group Plc Annual Report 2008 101

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
6. Taxation continued
At 31 March 2008, the gross amount and expiry dates of losses available for carry forward are as follows:
Expiring Expiring
within within
5 years 6-10 years Unlimited Total
£m £m £m £m
Losses for which a deferred tax asset is recognised 275 24 901 1,200
Losses for which no deferred tax is recognised 226 332 86,780 87,338
501 356 87,681 88,538
Included above are losses amounting to £1,969 million (2007: £1,938 million) in respect of UK subsidiaries which are only available for offset against future capital gains
and since it is uncertain whether these losses will be utilised, no deferred tax asset has been recognised.
The losses above also include £82,204 million (2007: £41,298 million) that have arisen in overseas holding companies as a result of revaluations of those companies’
investments for local GAAP purposes. Since it is uncertain whether these losses will be utilised, no deferred tax asset has been recognised.
In addition to the losses described above, the Group has potential tax losses of £40,181 million (2007: £34,292 million) in respect of a write down in the value of
investments in Germany. These losses have to date been denied by the German tax authorities. Vodafone is in continuing discussions with them regarding the
availability of the losses. However, the outcome of these discussions and the timing of the resolution are not yet known. The Group has not recognised the availability
of the losses, nor the income statement benefit arising from them, due to this uncertainty. If upon resolution a benefit is recognised, it may impact both the amount
of current income taxes provided since the date of initial deduction and the amount of the benefit from tax losses the Group will recognise. The recognition of these
benefits could affect the overall profitability of the Group in future periods. The £5,889 million increase compared to the position at 31 March 2007 is due to foreign
exchange, as a result of sterling weakening against the euro.
The Group holds provisions in respect of deferred taxation that would arise if temporary differences on investments in subsidiaries, associates and interests in joint
ventures were to be realised after the balance sheet date. No deferred tax liability has been recognised in respect of a further £49,000 million (2007: £34,946 million)
of unremitted earnings of subsidiaries, associates and joint ventures because the Group is in a position to control the timing of the reversal of the temporary difference
and it is probable that such differences will not reverse in the foreseeable future. It is not practicable to estimate the amount of unrecognised deferred tax liabilities
in respect of these unremitted earnings.
7. Equity dividends
2008 2007 2006
£m £m £m
Declared during the financial year:
Final dividend for the year ended 31 March 2007: 4.41 pence per share
(2006: 3.87 pence per share, 2005: 2.16 pence per share)
Interim dividend for the year ended 31 March 2008: 2.49 pence per share
2,331 2,328 1,386
(2007: 2.35 pence per share, 2006: 2.20 pence per share) 1,322 1,238 1,367
3,653 3,566 2,753
Proposed after the balance sheet date and not recognised as a liability:
Final dividend for the year ended 31 March 2008: 5.02 pence per share
(2007: 4.41 pence per share, 2006: 3.87 pence per share) 2,667 2,331 2,328
8. Earnings/(loss) per share
2008 2007 2006
Millions Millions Millions
Weighted average number of shares for basic earnings/(loss) per share 53,019 55,144 62,607
Effect of dilutive potential shares: restricted shares and share options (1) 268 − −
Weighted average number of shares for diluted earnings/(loss) per share 53,287 55,144 62,607
£m £m £m
Earnings/(loss) for basic and diluted earnings per share:
Continuing operations 6,660 (4,932) (17,318)
Discontinued operations (2) − (494) (4,598)
Total 6,660 (5,426) (21,916)
Notes:
(1) In the years ended 31 March 2007 and 2006, 215 million and 183 million shares, respectively, have been excluded from the calculation of diluted loss per share as they are not dilutive.
(2) See note 29 for further information on discontinued operations, including the per share effect of discontinued operations.
102 Vodafone Group Plc Annual Report 2008

9. Intangible assets
Licences and
spectrum Computer
Goodwill fees software Other Total
£m £m £m £m £m
Cost:
1 April 2006 76,130 16,991 3,572 755 97,448
Exchange movements (2,321) (431) (55) (99) (2,906)
Arising on acquisition 1,746 707 18 257 2,728
Additions – 308 799 – 1,107
Transfer to other investments (487) (319) – (48) (854)
Disposals – – (29) – (29)
31 March 2007 75,068 17,256 4,305 865 97,494
Exchange movements 12,406 1,707 573 59 14,745
Arising on acquisition 4,316 3,045 8 256 7,625
Additions – 33 993 8 1,034
Disposals – (1) (79) – (80)
Other (1) (28) – – – (28)
31 March 2008 91,762 22,040 5,800 1,188 120,790
Accumulated impairment losses and amortisation:
1 April 2006 23,524 2,359 2,339 108 28,330
Exchange movements (623) (61) (45) (14) (743)
Amortisation charge for the year – 1,088 719 293 2,100
Impairment losses 11,600 – – – 11,600
Transfer to other investments – (30) – (11) (41)
Disposals – – (24) – (24)
31 March 2007 34,501 3,356 2,989 376 41,222
Exchange movements 5,925 433 436 28 6,822
Amortisation charge for the year – 1,343 802 337 2,482
Disposals – – (67) – (67)
31 March 2008 40,426 5,132 4,160 741 50,459
Net book value:
31 March 2007 40,567 13,900 1,316 489 56,272
31 March 2008 51,336 16,908 1,640 447 70,331
Note:
(1) Represents a pre-tax charge against goodwill offsetting the tax benefit arising on recognition of a pre-acquisition deferred tax asset.
For licences and spectrum fees and other intangible assets, amortisation is included within the cost of sales line within the Consolidated Income Statement.
The net book value at 31 March 2008 and expiry dates of the most significant purchased licences are as follows:
2008 2007
Expiry date £m £m
Germany December 2020 5,089 4,684
UK December 2021 4,579 4,912
Vodafone Group Plc Annual Report 2008 103

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
10. Impairment
Impairment losses
The impairment losses recognised in the Consolidated Income Statement, as a separate line item within operating profit, in respect of goodwill are as follows:
2008 2007 2006
Reportable segment £m £m £m
Germany Germany – 6,700 19,400
Italy Italy – 4,900 3,600
Sweden Other Europe – – 515
– 11,600 23,515
Germany
During the year ended 31 March 2007, the goodwill in relation to the Group’s mobile operation in Germany was impaired by £6.7 billion following a test for impairment
triggered by an increase in long term interest rates and increased price competition in the German market along with continued regulatory pressures.
The impairment loss for the year ended 31 March 2006 of £19.4 billion was determined as part of the annual test for impairment and was as a result of the intensification
in price competition, principally from new market entrants, together with high levels of penetration and continued regulated reductions in incoming call rates.
The pre-tax risk adjusted discount rate used in the testing at 31 March 2007 was 10.6% (31 January 2007: 10.5%, 30 September 2006: 10.4%, 31 January 2006: 10.1%).
Italy
During the year ended 31 March 2007, the goodwill in relation to the Group’s mobile joint venture in Italy was impaired by £4.9 billion. During the second half of the
2007 financial year, £3.5 billion of the impairment loss resulted from the estimated impact of legislation cancelling the fixed fees for the top up of prepaid cards and
the related competitive response in the Italian market. At 30 September 2006, the goodwill was impaired by £1.4 billion, following a test for impairment triggered
by an increase in long term interest rates.
The impairment loss for the year ended 31 March 2006 of £3.6 billion was due to competitive pressures increasing with the mobile network operators competing
aggressively on subsidies and, increasingly, on price.
The pre-tax risk adjusted discount rate used in the testing at 31 March 2007 was 11.5% (31 January 2007: 11.2%, 30 September 2006: 10.9%, 31 January 2006: 10.1%).
Sweden
The impairment of the carrying value of goodwill of the Group’s mobile operation in Sweden in the year ended 31 March 2006 resulted from fierce competition in the
Swedish market combined with onerous 3G licence obligations.
Prior to its disposal in the year ended 31 March 2006, the carrying value of goodwill was tested for impairment as increased competition provided an indicator that the
goodwill may have been further impaired. The recoverable amount of the goodwill was determined as the fair value less costs to sell, reflecting the announcement
on 31 October 2005 that the Group’s 100% interest in Vodafone Sweden was to be sold for €953 million (£653 million). The sale completed on 5 January 2006.
Goodwill
The carrying value of goodwill at 31 March was as follows:
2008 2007
£m £m
Germany 10,984 9,355
Italy 13,205 11,125
Spain 12,168 10,285
36,357 30,765
Other 14,979 9,802
51,336 40,567
104 Vodafone Group Plc Annual Report 2008

Key assumptions used in the value in use calculations
The key assumptions used in determining the value in use are:
Assumption How determined
Budgeted EBITDA Budgeted EBITDA, calculated as adjusted operating profit before depreciation and amortisation, has been based on past
experience adjusted for the following:
• voice and messaging revenue is expected to benefit from increased usage from new customers, the introduction of
new services and traffic moving from fixed networks to mobile networks, though these factors will be partially offset
by increased competitor activity, which may result in price declines, and the trend of falling termination rates;
• non-messaging data revenue is expected to continue to grow strongly as the penetration of 3G enabled devices rises
and new products and services are introduced; and
• margins are expected to be impacted by negative factors such as an increase in the cost of acquiring and retaining
customers in increasingly competitive markets and the expectation of further termination rate cuts by regulators
and by positive factors such as the efficiencies expected from the implementation of Group initiatives.
Budgeted capital expenditure The cash flow forecasts for capital expenditure are based on past experience and includes the ongoing capital expenditure
required to provide enhanced voice and data products and services and to meet the population coverage requirements
of certain of the Group’s licences. Capital expenditure includes cash outflows for the purchase of property, plant and
equipment and computer software.
Long term growth rate For mobile businesses where the first five years of the ten year management plan are used for the Group’s value
in use calculations, a long term growth rate into perpetuity has been determined as the lower of:
• the nominal GDP rates for the country of operation; and
• the long term compound annual growth rate in EBITDA in years six to ten of the management plan.
For mobile businesses where the full ten year management plans are used for the Group’s value in use calculations,
a long term growth rate into perpetuity has been determined as the lower of:
• the nominal GDP rates for the country of operation; and
• the compound annual growth rate in EBITDA in years nine to ten of the management plan.
For non-mobile businesses, no growth is expected beyond management’s plans for the initial five year period.
Pre-tax risk adjusted discount rate The discount rate applied to the cash flows of each of the Group’s operations is based on the risk free rate for ten year
bonds issued by the government in the respective market, adjusted for a risk premium to reflect both the increased risk
of investing in equities and the systematic risk of the specific Group operating company. In making this adjustment,
inputs required are the equity market risk premium (that is the required increased return required over and above a risk
free rate by an investor who is investing in the market as a whole) and the risk adjustment (“beta”) applied to reflect the
risk of the specific Group operating company relative to the market as a whole.
In determining the risk adjusted discount rate, management has applied an adjustment for the systematic risk to each
of the Group’s operations determined using an average of the betas of comparable listed mobile telecommunications
companies and, where available and appropriate, across a specific territory. Management has used a forward looking
equity market risk premium that takes into consideration both studies by independent economists, the average equity
market risk premium over the past ten years and the market risk premiums typically used by investment banks in
evaluating acquisition proposals.
Key assumptions for the Group’s operations in Germany and Italy are disclosed below under “Sensitivity to changes in assumptions”. During the year ended 31 March
2008, the most recent value in use calculation for Group’s operations in Spain was based on a pre-tax risk adjusted discount rate of 10.6% (2007: 9.7%) and long term
growth rate of 1.4% (2007: 3.2%).
Vodafone Group Plc Annual Report 2008 105

10. Impairment continued
Sensitivity to changes in assumptions
Other than as disclosed below, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of any
cash generating unit to exceed its recoverable amount.
31 March 2008
As of 31 January 2008, the date of the Group’s annual impairment test, the estimated recoverable amount of the Group’s operations in Germany and Italy exceeded
their carrying value by £2,700 million and £3,400 million respectively. The table below shows the key assumptions used in the value in use calculation and the amount
by which each key assumption must change in isolation in order for the estimated recoverable amount to be equal to its carrying value in both cases.
Assumptions used in value in Change required for carrying value
use calculation to equal the recoverable amount
Germany Italy Germany Italy
% % Percentage points Percentage points
Pre-tax adjusted discount rate 10.2 11.5 1.6 2.7
Long term growth rate 1.2 0.1 (1.7) (3.0)
Budgeted EBITDA (1) (2.2) 1.4 (2.0) (4.2)
Budgeted capital expenditure (2) 7.5 to 8.7 5.8 to 9.5 4.2 6.6
Notes:
(1) Budgeted EBITDA is expressed as the compound annual growth rates in the initial five years of the Group’s approved management plans.
(2) Budgeted capital expenditure is expressed as the range of capital expenditure as a percentage of revenue in the initial five years of the Group’s approved management plans.
31 March 2007
Germany
The estimated recoverable amount of the Group’s operations in Germany equalled its carrying value and, consequently, any adverse change in a key assumption could
have caused a further impairment loss to be recognised.
The last value in use calculation during the year ended 31 March 2007 was based on the following assumptions:
•
•
•
•
Pre-tax risk adjusted discount rate of 10.6%;
Long term growth rate of 1.2%;
Budgeted EBITDA, expressed as the compound annual growth rates in the initial five years of the Group’s approved management plans, of (4.2)%; and
Budgeted capital expenditure, expressed as the range of capital expenditure as a percentage of revenue in the initial five years of the Group’s approved management
plans, of 7.5-7.0%.
Italy
The estimated recoverable amount of the Group’s operations in Italy equalled its carrying value and, consequently, any adverse change in a key assumption could have
caused a further impairment loss to be recognised.
The last value in use calculation during the year ended 31 March 2007 was based on the following assumptions:
•
•
•
•
Vodafone – Financials
Notes to the Consolidated Financial Statements continued
Pre-tax risk adjusted discount rate of 11.5%;
Long term growth rate of 1.0%;
Budgeted EBITDA, expressed as the compound annual growth rates in the initial five years of the Group’s approved management plans, of (3.8)%; and
Budgeted capital expenditure, expressed as the range of capital expenditure as a percentage of revenue in the initial five years of the Group’s approved management
plans, of 11.4-8.7%.
106 Vodafone Group Plc Annual Report 2008

11. Property, plant and equipment
Land and
Equipment,
fixtures
buildings and fittings Total
£m £m £m
Cost:
1 April 2006 1,112 25,731 26,843
Exchange movements (22) (839) (861)
Arising on acquisition – 172 172
Additions 87 3,322 3,409
Transfer to other investments (1) (268) (269)
Disposals (9) (692) (701)
Reclassifications (4) 4 –
Other 77 – 77
31 March 2007 1,240 27,430 28,670
Exchange movements 201 3,898 4,099
Arising on acquisition 14 1,150 1,164
Additions 94 3,988 4,082
Disposals (10) (761) (771)
Reclassifications (109) 109 –
31 March 2008 1,430 35,814 37,244
Accumulated depreciation and impairment:
1 April 2006 353 12,830 13,183
Exchange movements (7) (349) (356)
Charge for the year 72 2,939 3,011
Transfer to other investments – (31) (31)
Disposals (4) (605) (609)
Other 28 – 28
31 March 2007 442 14,784 15,226
Exchange movements 77 2,456 2,533
Charge for the year 79 3,348 3,427
Disposals (10) (667) (677)
Reclassifications (66) 66 –
31 March 2008 522 19,987 20,509
Net book value:
31 March 2007 798 12,646 13,444
31 March 2008 908 15,827 16,735
The net book value of land and buildings and equipment, fixtures and fittings includes £110 million and £51 million, respectively (2007: £49 million and £116 million)
in relation to assets held under finance leases (see note 24). Included in the net book value of land and buildings and equipment, fixtures and fittings are assets in the
course of construction, which are not depreciated, with a cost of £28 million and £1,013 million, respectively (2007: £13 million and £998 million). Property, plant and
equipment with a net book value of £1,503 million (2007: £73 million) has been pledged as security against borrowings.
Vodafone Group Plc Annual Report 2008 107

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
12. Principal subsidiary undertakings
At 31 March 2008, the Company had the following principal subsidiary undertakings carrying on businesses which affect the profits and assets of the Group. Unless
otherwise stated, the Company’s principal subsidiary undertakings all have share capital consisting solely of ordinary shares and are indirectly held. The country of
incorporation or registration of all subsidiary undertakings is also their principal place of operation.
Country of
incorporation Percentage (1)
Name Principal activity or registration shareholdings
Arcor AG & Co. KG (2) Fixed line operator Germany 73.7
Vodafone Albania Sh.A. Mobile network operator Albania 99.9
Vodafone Americas Inc. (3) Holding company USA 100.0
Vodafone Czech Republic a.s. Mobile network operator Czech Republic 100.0
Vodafone D2 GmbH Mobile network operator Germany 100.0
Vodafone Egypt Telecommunications S.A.E. Mobile network operator Egypt 54.9
Vodafone España S.A. Mobile network operator Spain 100.0
Vodafone Essar Limited (4) Mobile network operator India 51.6
Vodafone Europe B.V. Holding company Netherlands 100.0
Vodafone Group Services Limited (5) Global products and services provider England 100.0
Vodafone Holding GmbH Holding company Germany 100.0
Vodafone Holdings Europe S.L. Holding company Spain 100.0
Vodafone Hungary Mobile Telecommunications Limited Mobile network operator Hungary 100.0
Vodafone International Holdings B.V. Holding company Netherlands 100.0
Vodafone Investments Luxembourg S.a.r.l. Holding company Luxembourg 100.0
Vodafone Ireland Limited Mobile network operator Ireland 100.0
Vodafone Libertel B.V. Mobile network operator Netherlands 100.0
Vodafone Limited Mobile network operator England 100.0
Vodafone Malta Limited Mobile network operator Malta 100.0
Vodafone Marketing S.a.r.l. Provider of partner network services Luxembourg 100.0
Vodafone Network Pty Limited Mobile network operator Australia 100.0
Vodafone New Zealand Limited Mobile network operator New Zealand 100.0
Vodafone-Panafon Hellenic Telecommunications Company S.A. Mobile network operator Greece 99.9
Vodafone Portugal-Comunicações Pessoais, S.A. (6) Mobile network operator Portugal 100.0
Vodafone Romania S.A. Mobile network operator Romania 100.0
Vodafone Telekomunikasyon A.S. Mobile network operator Turkey 100.0
Notes:
(1) Rounded to nearest tenth of one percent.
(2) Arcor AG & Co. KG is a partnership and, accordingly, its share capital is comprised solely of partners’ capital rather than share capital.
(3) Share capital consists of 395,834,251 ordinary shares and 1.65 million class D and E redeemable preference shares, of which 100% of the ordinary shares are held by the Group.
(4) The Group owns 100% of CGP Investments (Holdings) Limited (“CGP”), which owns a 51.58% indirect shareholding in Vodafone Essar Limited. As part of its acquisition of CGP, Vodafone acquired
a less than 50% equity interest in Telecom Investments India Private Limited (“TII”) and in Omega Telecom Holdings Private Limited (“Omega”), which in turn have a 19.54% and 5.11% indirect
shareholding in Vodafone Essar Limited. The Group was granted call options to acquire 100% of the shares in two companies which together indirectly own the remaining share of TII and an
option to acquire 100% of the shares in a third company, which owns the remaining shares in Omega. The Group also granted a put option to each of the shareholders of these companies, which
if exercised, would require Vodafone to purchase 100% of the equity in the respective company. If these options were exercised, which can only be done in accordance with Indian law prevailing
at the time of exercise, the Group would own 66.98% of Vodafone Essar Limited.
(5) The entire issued share capital of Vodafone Group Services Limited is held directly by Vodafone Group Plc.
(6) 38.6% of the issued share capital of Vodafone Portugal-Comunicações Pessoais, S.A. is held directly by Vodafone Group Plc.
108 Vodafone Group Plc Annual Report 2008

13. Investments in joint ventures
Principal joint ventures
Unless otherwise stated, the Company’s principal joint ventures all have share capital consisting solely of ordinary shares, which are indirectly held, and the country of
incorporation or registration is also their principal place of operation.
Country of
incorporation Percentage (1)
Name Principal activity or registration shareholdings
Indus Towers Limited Tower company India 21.7 (2)
Polkomtel S.A. Mobile network operator Poland 19.6
Safaricom Limited (3)(4) Mobile network operator Kenya 35.0 (5)
Vodacom Group (Pty) Limited Holding company South Africa 50.0
Vodafone Fiji Limited Mobile network operator Fiji 49.0 (5)
Vodafone Omnitel N.V. (6) Mobile network operator Netherlands 76.9 (7)
Notes:
(1) Rounded to nearest tenth of one percent.
(2) Vodafone Essar, in which the Group has a 51.58% equity interest, owns 42.0% of Indus Towers Limited.
(3) The Group also holds two non-voting shares.
(4) An initial public offering of 25% of Safaricom shares held by the Government of Kenya closed to applicants on 23 April 2008. Share allocations are expected to be announced on, or around,
30 May 2008, following which Safaricom will be accounted for as an associate, rather than as a joint venture. The Group’s effective equity interest will remain unchanged.
(5) The Group holds substantive participating rights which provide it with a veto over the significant financial and operating policies of these entities and which ensure it is able to exercise joint
control over these entities with the respective majority shareholder.
(6) The principal place of operation of Vodafone Omnitel N.V. is Italy.
(7) The Group considered the existence of substantive participating rights held by the minority shareholder provide that shareholder with a veto right over the significant financial and operating
policies of Vodafone Omnitel N.V., and determined that, as a result of these rights, the Group does not have control over the financial and operating policies of Vodafone Omnitel N.V., despite
the Group’s 76.9% ownership interest.
Effect of proportionate consolidation of joint ventures
The following presents, on a condensed basis, the effect of including joint ventures in the Consolidated Financial Statements using proportionate consolidation:
2008 2007 2006
£m £m £m
Revenue 6,448 6,232 5,756
Cost of sales (3,225) (3,077) (2,832)
Gross profit 3,223 3,155 2,924
Selling, distribution and administrative expenses (1,155) (1,121) (885)
Impairment losses – (4,900) (3,600)
Operating profit/(loss) 2,068 (2,866) (1,561)
Net financing costs (119) 46 27
Profit/(loss) before tax 1,949 (2,820) (1,534)
Income tax expense (829) (614) (711)
Profit/(loss) for the financial year 1,120 (3,434) (2,245)
2008 2007
£m £m
Non-current assets 19,102 16,594
Current assets 235 1,062
Total assets 19,337 17,656
Total shareholders’ funds 16,036 17,754
Minority interests 13 8
Total equity 16,049 17,762
Non-current liabilities 352 333
Current liabilities 2,936 (439)
Total liabilities 3,288 (106)
Total equity and liabilities 19,337 17,656
Vodafone Group Plc Annual Report 2008 109

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
14. Investments in associated undertakings
The Company’s principal associated undertakings all have share capital consisting solely of ordinary shares, unless otherwise stated, and are all indirectly held.
The country of incorporation or registration of all associated undertakings is also their principal place of operation.
Country of
incorporation Percentage (1)
Name Principal activity or registration shareholdings
Cellco Partnership (2) Mobile network operator USA 45.0
Société Française du Radiotéléphone S.A. Mobile network and fixed line operator France 44.0
Notes:
(1) Rounded to nearest tenth of one percent.
(2) Cellco Partnership trades under the name Verizon Wireless. The principal office of the partnership is One Verizon Way, Basking Ridge, New Jersey, 07920 USA while the registered office is
CSC – the Corporation Service Company, 2711 Centreville Road, Suite 400, Wilmington, DE 19808, USA.
The Group’s share of the aggregated financial information of equity accounted associated undertakings is set out below. The comparative information includes the share
of results in Belgacom Mobile S.A. and Swisscom Mobile A.G. up to the date of their disposal on 3 November 2006 and 20 December 2006, respectively (see note 29).
2008 2007 2006
£m £m £m
Revenue 13,630 12,919 12,480
Share of result in associated undertakings 2,876 2,728 2,428
2008 2007
£m £m
Non-current assets 25,951 25,120
Current assets 2,546 1,998
Share of total assets 28,497 27,118
Non-current liabilities 1,830 2,067
Current liabilities 3,736 4,438
Minority interests 386 386
Share of total liabilities and minority interests 5,952 6,891
Share of equity shareholders’ funds in associated undertakings 22,545 20,227
15. Other investments
Other investments comprise the following, all of which are classified as available-for-sale, with the exception of other debt and bonds, which are classified as loans and
receivables, and cash held in restricted deposits:
2008 2007
£m £m
Listed securities:
Equity securities 4,813 3,915
Unlisted securities:
Equity securities 949 634
Public debt and bonds 24 20
Other debt and bonds 1,352 1,046
Cash held in restricted deposits 229 260
7,367 5,875
The fair values of listed securities are based on quoted market prices and include the Group’s 3.2% investment in China Mobile Limited, which is listed on the Hong
Kong and New York stock exchanges and incorporated under the laws of Hong Kong. China Mobile Limited is a mobile network operator and its principal place of
operation is China.
Unlisted equity securities include a 26% interest in Bharti Infotel Private Limited, through which the Group has a 4.36% economic interest in Bharti Airtel Limited.
Unlisted equity investments are recorded at fair value where appropriate, or at cost if their fair value cannot be reliably measured as there is no active market upon
which they are traded.
For public debt and bonds and cash held in restricted deposits, the carrying amount approximates fair value.
Other debt and bonds include preferred equity and a subordinated loan received as part of the disposal of Vodafone Japan to SoftBank. The fair value of these
instruments cannot be reliably measured as there is no active market in which these are traded.
110 Vodafone Group Plc Annual Report 2008

16. Inventory
2008 2007
£m £m
Goods held for resale 417 288
Inventory is reported net of allowances for obsolescence, an analysis of which is as follows:
2008 2007 2006
£m £m £m
1 April 100 97 121
Transfer in respect of discontinued operations – – (40)
Exchange movements 11 (2) 1
Amounts charged to the income statement 7 5 15
31 March 118 100 97
Cost of sales includes amounts related to inventory amounting to £4,320 million (2007: £3,797 million; 2006: £3,662 million).
17. Trade and other receivables
2008 2007
£m £m
Included within non-current assets:
Trade receivables 49 42
Other receivables 66 45
Prepayments and accrued income 121 183
Derivative financial instruments 831 224
1,067 494
Included within current assets:
Trade receivables 3,549 2,844
Amounts owed by associated undertakings 21 14
Other receivables 494 226
Prepayments and accrued income 2,426 1,859
Derivative financial instruments 61 80
6,551 5,023
The Group’s trade receivables are stated after allowances for bad and doubtful debts based on management’s assessment of creditworthiness, an analysis of which is
as follows:
2008 2007 2006
£m £m £m
1 April 473 431 474
Transfer in respect of discontinued operations – – (41)
Exchange movements 73 (16) 4
Amounts charged to administrative expenses 293 201 168
Trade receivables written off (175) (143) (174)
31 March 664 473 431
The carrying amounts of trade and other receivables approximate their fair value. Trade and other receivables are predominantly non-interest bearing.
2008 2007
£m £m
Included within “Derivative financial instruments”:
Fair value through the income statement (held for trading):
Interest rate swaps 70 60
Foreign exchange swaps 42 78
Fair value hedges:
112 138
Interest rate swaps 780 166
892 304
The fair values of these financial instruments are calculated by discounting the future cash flows to net present values using appropriate market interest and foreign
currency rates prevailing at 31 March.
Vodafone Group Plc Annual Report 2008 111

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
18. Cash and cash equivalents
2008 2007
£m £m
Cash at bank and in hand 451 827
Money market funds 477 5,525
Repurchase agreements 478 –
Commercial paper 293 1,129
Cash and cash equivalents as presented in the balance sheet 1,699 7,481
Bank overdrafts (47) (23)
Cash and cash equivalents as presented in the cash flow statement 1,652 7,458
Bank balances and money market funds comprise cash held by the Group on a short term basis with original maturity of three months or less. The carrying amount of
these assets approximates their fair value.
All commercial paper investments and repurchase agreements have a maturity of less than three months and the carrying value approximates the fair value.
19. Called up share capital
2008 2007
Number £m Number £m
Authorised:
Ordinary shares of 113 / 3
7 US cents each (2007: 11 /7 US cents) 68,250,000,000 4,875 68,250,000,000 4,875
B shares of 15 pence each 38,563,935,574 5,784 38,563,935,574 5,784
Deferred shares of 15 pence each 28,036,064,426 4,206 28,036,064,426 4,206
Ordinary shares allotted, issued and fully paid (1) :
1 April 58,085,695,298 4,172 66,251,332,784 4,165
Allotted during the year 169,360,427 10 118,241,919 7
Consolidated during the year – – (8,283,879,405) –
31 March 58,255,055,725 4,182 58,085,695,298 4,172
B shares allotted, issued and fully paid (2) :
1 April 132,001,365 20 – –
Issued during the year – – 66,271,035,240 9,941
Redeemed during the year (44,572,227) (7) (38,102,969,449) (5,715)
Converted to deferred shares and subsequently cancelled during the year – – (28,036,064,426) (4,206)
31 March 87,429,138 13 132,001,365 20
Notes:
(1) At 31 March 2008, the Group held 5,132,496,335 (2007: 5,250,617,951) treasury shares with a nominal value of £368 million (2007: £377 million). The market value of shares held was
£7,745 million (2007: £7,115 million). During the year, 101,466,161 treasury shares (2007: 91,595,624 treasury shares) were reissued under Group share option schemes.
(2) On 31 July 2006, Vodafone Group Plc undertook a return of capital to shareholders via a B share scheme and associated share consolidation. A total of 66,271,035,240 B shares were issued on that
day, and 66,271,035,240 existing ordinary shares of 10 US cents each were consolidated into 57,987,155,835 new ordinary shares of 11 3 / 7 cents each. B shareholders were given the alternatives of
initial redemption or future redemption at 15 pence per share or the payment of an initial dividend of 15 pence per share. The initial redemption took place on 4 August 2006 with future
redemption dates on 5 February and 5 August each year until 5 August 2008 when the Company expects to exercise its right to redeem all B shares still in issue at their nominal value of 15 pence.
B shareholders that chose future redemption are entitled to receive a continuing non-cumulative dividend of 75 per cent of sterling LIBOR payable semi-annually in arrear until they are
redeemed. The continuing B share dividend is shown within financing costs in the income statement. B shareholders are only entitled to receive notice of (or attend, speak or vote at) any general
meeting if the business includes a resolution for the winding up of the Company. If the Company is wound up, the holders of the B shares are entitled, before any payment to the ordinary
shareholders, to repayment of the amount paid up on each B share together with any outstanding entitlement to the B share continuing dividend.
By 31 March 2008, total capital of £9,011 million had been returned to shareholders, £5,720 million by way of capital redemption and £3,291 million by way of initial dividend (note 21). The
outstanding B share liability at 31 March 2008 has been classified as a financial liability. During the period, a transfer of £7 million (2007: £9,004 million) in respect of the B shares has been made
from retained losses (note 23) to the capital redemption reserve (note 21). The redemptions and initial dividend are shown within cash flows from financing activities in the cash flow statement.
Allotted during the year
Nominal Net
value proceeds
Number £m £m
UK share awards and option scheme awards 152,400,497 9 249
US share awards and option scheme awards 16,959,930 1 24
Total for share awards and option scheme awards 169,360,427 10 273
112 Vodafone Group Plc Annual Report 2008

20. Share-based payments
The Company currently uses a number of equity settled share plans to grant
options and shares to its directors and employees.
The maximum aggregate number of ordinary shares which may be issued in respect
of share options or share plans will not (without shareholder approval) exceed:
•
•
10% of the ordinary share capital of the Company in issue immediately prior
to the date of grant, when aggregated with the total number of ordinary shares
which have been allocated in the preceding ten year period under all plans;
and
5% of the ordinary share capital of the Company in issue immediately prior to
the date of grant, when aggregated with the total number of ordinary shares
which have been allocated in the preceding ten year period under all plans,
other than any plans which are operated on an all-employee basis.
Share options
Vodafone Group Sharesave Scheme
The Vodafone Group 1998 Sharesave Scheme (the “Sharesave Scheme”) enables
UK staff to acquire shares in the Company through monthly savings of up to £250
over a three or five year period, at the end of which they also receive a tax free
bonus. The savings and bonus may then be used to purchase shares at the option
price, which is set at the beginning of the invitation period and usually at a
discount of 20% to the then prevailing market price of the Company’s shares.
Vodafone Group executive schemes
The Vodafone Global Incentive Plan is a discretionary plan under which share
options are granted to directors and certain employees. Some of the share
options are subject to performance conditions. Options are normally exercisable
between three and ten years from the date of grant.
The Company has a number of discretionary share option plans, under which
awards are no longer made: the Vodafone Group 1998 Company Share Option
Scheme and Vodafone Group 1988 Executive Share Option Scheme (which are
UK HM Revenue and Customs approved); the Vodafone Group 1998 Executive
Share Option Scheme and the Vodafone 1988 Share Option Scheme (which are
unapproved); and the Vodafone Group 1999 Long Term Incentive Plan. Some
of the options are subject to performance conditions. Options are normally
exercisable between three and ten years from the date of grant.
Movements in ordinary share options and ADS options outstanding
For grants made to US employees, prior to 7 July 2003 the options have phased
vesting over a four year period and are exercisable in respect of ADSs. For grants
made from 7 July 2003, options are normally exercisable between three and
ten years from the date of grant, subject to the satisfaction of predetermined
performance conditions and are exercisable in respect of ADSs.
Other share option schemes
Share option schemes are operated by certain of the Group’s subsidiary
undertakings although awards are no longer made under these schemes.
Share plans
Vodafone Share Incentive Plan
The Share Incentive Plan enables UK staff to acquire shares in the Company
through monthly purchases of up to £125 per month or 5% of salary, whichever
is lower. For each share purchased by the employee, the Company provides a free
matching share.
Vodafone Group AllShares
All permanent employees at 1 April 2007 received a conditional award of
320 shares (2007: 340) in Vodafone Group Plc on 2 July 2007, under the Vodafone
Global Incentive Plan. The awards vest after two years and are not subject to
performance conditions but are subject to continued employment.
Vodafone Group executive plans
Under the Vodafone Global Incentive Plan and its predecessor the Vodafone
Group Plc 1999 Long Term Stock Incentive Plan, awards of performance shares
are granted to directors and certain employees. The release of these shares is
conditional upon achievement of performance targets measured over a three
year period.
Under the Vodafone Group Deferred Share Bonus Plan, directors and certain
employees may defer their annual bonus into shares. Subject to continued
employment and retention of the deferred shares for two years, additional shares
are released at the end of this two year period if a performance condition has
been satisfied.
ADS Ordinary
2008 2007 2006 2008 2007 2006
Millions Millions Millions Millions Millions Millions
1 April 3 8 11 584 787 1,123
Granted during the year – – – 46 65 64
Forfeited during the year – – – (30) (31) (40)
Exercised during the year (1) (3) (2) (204) (179) (325)
Expired during the year (1) (2) (1) (23) (58) (35)
31 March 1 3 8 373 584 787
Weighted average exercise price:
1 April $21.46 $26.53 $24.49 £1.35 £1.32 £1.25
Granted during the year – – – £1.63 £1.12 £1.35
Forfeited during the year – – – £1.67 £1.26 £1.46
Exercised during the year $19.52 $18.50 $15.08 £1.20 £1.05 £0.93
Expired during the year $28.50 $41.86 $36.83 £1.72 £1.68 £1.83
31 March $18.15 $21.46 $26.53 £1.42 £1.35 £1.32
Vodafone Group Plc Annual Report 2008 113

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
20. Share-based payments continued
Summary of options outstanding and exercisable at 31 March 2008
Outstanding Exercisable
Weighted Weighted
average average
Weighted remaining Weighted remaining
Outstanding average contractual Exercisable average contractual
shares exercise life shares exercise life
Millions price Months Millions price Months
Vodafone Group Savings Related and Sharesave Scheme:
£0.01 – £1.00 12 £0.93 27 – – –
£1.01 – £2.00 12 £1.21 32 – – –
24 £1.07 30 – – –
Vodafone Group Executive Schemes:
£1.01 – £2.00 5 £1.60 6 5 £1.60 6
£2.01 – £3.00 23 £2.75 25 23 £2.75 25
28 £2.53 22 28 £2.53 22
Vodafone Group 1999 Long Term Stock Incentive Plan:
£0.01 – £1.00 69 £0.90 51 69 £0.90 51
£1.01 – £2.00 247 £1.47 70 141 £1.49 46
316 £1.34 66 210 £1.29 48
Other Share Option Plans:
£1.01 – £2.00 2 £1.21 43 2 £1.21 43
£2.01 – £3.00 2 £2.05 47 2 £2.05 47
Greater than £3.01 1 £3.20 33 1 £3.20 33
5 £1.78 43 5 £1.78 43
Vodafone Group 1999 Long Term Stock Incentive Plan:
$10.01 – $30.00 1 $18.15 48 1 $17.59 46
Fair value
ADS options Ordinary share options
Board of directors and
Other Executive Committee Other
2008 2007 2006 2008 2007 2006 2008 2007 2006
4-5 5-6 8-9 4-5 5-6 6-7 4-5 5-7 8-9
Expected share price volatility 25.5-33.5% 27.3-28.3% 17.9-18.9% 25.7-27.7% 24.0-27.7% 17.6-18.6% 25.5-33.5% 25.5-28.3% 17.9-18.9%
Dividend yield 3.8-4.2% 5.1-5.5% 2.8-3.2% 4.0-4.4% 4.8-5.5% 2.6-3.0% 3.8-4.2% 5.1-6.1% 2.8-3.2%
Risk free rates 4.4-5.7% 4.8% 4.2% 5.5% 4.7-4.9% 4.2% 4.4-5.7% 4.6-4.9% 4.2%
Exercise price (1) £1.67-1.76 £1.15 £1.36 £1.68 £1.15-1.36 £1.45 £1.67-1.76 £1.14-1.16 £1.36
Note:
(1) In the years ended 31 March 2008 and 31 March 2007, there was more than one option grant.
The fair value of options is estimated at the date of grant using a lattice-based option valuation model, which incorporates ranges of assumptions for inputs as
disclosed above. Certain options granted to the Board of directors and Executive Committee have a market based performance condition attached and hence the
assumptions are disclosed separately.
Share awards
Movements in non-vested shares during the year ended 31 March 2008 are as follows:
All Shares Other Total
Weighted Weighted Weighted
average fair average fair average fair
value at value at value at
Millions grant date Millions grant date Millions grant date
1 April 2007 33 £1.13 197 £1.04 230 £1.05
Granted 19 £1.55 89 £1.38 108 £1.41
Vested (15) £1.26 (50) £1.11 (65) £1.15
Forfeited (3) £1.26 (23) £1.09 (26) £1.11
31 March 2008 34 £1.30 213 £1.16 247 £1.18
Other information
The weighted average grant date fair value of options granted during the 2008 financial year was £0.34 (2007: £0.22, 2006: £0.30).
The total fair value of shares vested during the year ended 31 March 2008 was £75 million (2007: £41 million, 2006: £18 million).
The compensation cost included in the Consolidated Income Statement in respect of share options and share plans for continuing operations was £107 million
(2007: £93 million, 2006: £109 million), which is comprised entirely of equity-settled transactions. Including discontinued operations, the compensation cost
included in the Consolidated Income Statement in respect of share options and share plans in total was £107 million (2007: £93 million, 2006: £114 million).
The average share price for the year ended 31 March 2008 was 166 pence.
114 Vodafone Group Plc Annual Report 2008

21. Transactions with equity shareholders
Share Additional Capital
premium Own shares paid-in redemption
account held capital reserve
£m £m £m £m
1 April 2005 52,284 (5,121) 100,081 −
Issue of new shares 152 − (44) −
Purchase of own shares − (6,500) − −
Own shares released on vesting of share awards 8 370 (8) −
Cancellation of own shares held − 3,053 − 128
Share-based payment charge, inclusive of tax credit of £9 million − − 123 −
31 March 2006 52,444 (8,198) 100,152 128
Issue of new shares 154 − (44) −
Own shares released on vesting of share awards − 151 − −
Share consolidation (9,026) − − −
B share capital redemption − − − 5,713
B share preference dividend − − − 3,291
Share-based payment charge, inclusive of tax charge of £16 million – − 77 −
31 March 2007 43,572 (8,047) 100,185 9,132
Issue of new shares 263 − (134) −
Own shares released on vesting of share awards 14 191 (14) −
B share capital redemption − − − 7
Transfer of B share nominal value in respect of own shares deferred and cancelled (915) − − 915
Share-based payment charge, inclusive of tax credit of £7 million − − 114 −
31 March 2008 42,934 (7,856) 100,151 10,054
22. Movements in accumulated other recognised income and expense
Availablefor-sale
Asset
Translation Pensions investments revaluation
reserve reserve reserve surplus Other Total
£m £m £m £m £m £m
1 April 2005 1,521 (79) 339 − − 1,781
Gains/(losses) arising in the year 1,486 (43) 710 112 − 2,265
Transfer to the income statement on disposal 36 − − − − 36
Tax effect − 13 (5) − − 8
31 March 2006 3,043 (109) 1,044 112 − 4,090
(Losses)/gains arising in the year (3,802) 65 2,108 − − (1,629)
Transfer to the income statement on disposal 838 − − − − 838
Tax effect 22 (15) − − − 7
31 March 2007 101 (59) 3,152 112 − 3,306
Gains/(losses) arising in the year 5,827 (47) 1,949 − 37 7,766
Transfer to the income statement on disposal (7) − (570) − − (577)
Tax effect 53 10 − − − 63
31 March 2008 5,974 (96) 4,531 112 37 10,558
23. Movements in retained losses
2008 2007 2006
£m £m £m
1 April (85,253) (67,356) (39,511)
Profit/(loss) for the financial year 6,660 (5,426) (21,916)
Equity dividends (note 7) (3,653) (3,566) (2,753)
Gain on expiration of equity put right − 142 −
Loss on issue of treasury shares (60) (43) (123)
B share capital redemption (7) (5,713) −
B share preference dividend − (3,291) −
Cancellation of shares − – (3,053)
Grant of equity put right (1) 333 – −
31 March (81,980) (85,253) (67,356)
Note:
(1) In the year ended 31 March 2008, a charge of £333 million, representing the fair value of put options granted by the Group over the Essar group’s interest in Vodafone Essar, has been recognised
as an expense. The offsetting credit was recognised in retained losses, as no equivalent liability arose in respect of the fair value of the put options granted.
Vodafone Group Plc Annual Report 2008 115

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
24. Borrowings
Financial risk management
The Group’s treasury function provides a centralised service to the Group
for funding, foreign exchange, interest rate management and counterparty
risk management.
Treasury operations are conducted within a framework of policies and guidelines
authorised and reviewed annually by the Company’s Board, most recently on
25 September 2007. A Treasury Risk Committee, comprising of the Group’s
Chief Financial Officer, Group General Counsel and Company Secretary, Group
Treasurer and Director of Financial Reporting, meets at least annually to review
treasury activities and its members receive management information relating
to treasury activities on a quarterly basis. In accordance with the Group treasury
policy, a quorum for meetings is four members and either the Chief Financial
Officer or Group General Counsel and Company Secretary must be present at
each meeting. The Group accounting function, which does not report to the
Group Treasurer, provides regular update reports of treasury activity to the Board.
The Group’s internal auditors review the internal control environment regularly.
The Group uses a number of derivative instruments that are transacted, for risk
management purposes only, by specialist treasury personnel. There has been
no significant change during the financial year, or since the end of the year,
to the types of financial risks faced by the Group or the Group’s approach to the
management of those risks.
Capital management
The following table summarises the capital of the Group:
2008 2007
£m £m
Cash and cash equivalents (1,699) (7,481)
Derivative financial instruments (348) (85)
Borrowings 27,194 22,615
Net debt 25,147 15,049
Equity 76,471 67,293
Capital 101,618 82,342
The Group’s policy is to borrow centrally, using a mixture of long term and short
term capital market issues and borrowing facilities, to meet anticipated funding
requirements. These borrowings, together with cash generated from operations,
are on-lent or contributed as equity to certain subsidiaries. The Board has
approved three debt protection ratios, being: net interest to operating cash flow
(plus dividends from associated undertakings); retained cash flow (operating cash
flow plus dividends from associated undertakings less interest, tax, dividends
to minorities and equity dividends) to net debt; and operating cash flow (plus
dividends from associated undertakings) to net debt. These internal ratios establish
levels of debt that the Group should not exceed other than for relatively short
periods of time and are shared with the Group’s debt rating agencies, being
Moody’s, Fitch Ratings and Standard & Poor’s. The Group complied with these
ratios throughout the financial year.
Credit risk
The Group considers its exposure to credit risk at 31 March to be as follows:
2008 2007
£m £m
Bank deposits 451 827
Repurchase agreements 478 –
Money market fund investments 477 5,525
Commercial paper investments 293 1,129
Derivative financial instruments 892 304
Other investments – debt and bonds 1,376 1,066
Trade receivables 3,598 2,886
7,565 11,737
Investments in commercial paper and money market deposits are in accordance
with established internal Treasury policies which dictate that an investment’s long
term credit rating is no lower than single A. Additionally, the Group invests in AAA
unsecured money market mutual funds where the investment is limited to 10%
of each fund.
116 Vodafone Group Plc Annual Report 2008
The Group has investments in repurchase agreements which are fully
collateralised investments. The collateral is Sovereign and Supranational debt
of major EU countries denominated in euros and US dollars and can be readily
converted to cash. In the event of any default, ownership of the collateral would
revert to the Group. Detailed below is the value of the collateral held by the
Group at 31 March 2008:
2008 2007
£m £m
Sovereign 418 –
Supranational 60 –
478 –
The majority of the Group’s trade receivables are due for maturity within
90 days and largely comprise amounts receivable from consumers and business
customers. At 31 March 2008, £1,546 million (2007: £1,084 million) of trade
receivables were not yet due for payment. Total trade receivables consisted
of £2,881 million (2007: £1,997 million) relating to the Europe region and
£717 million (2007: £890 million) relating to the EMAPA region. Accounts are
monitored by management and provisions for bad and doubtful debts raised
where it is deemed appropriate.
The following table presents ageing of receivables that are past due and are
presented net of provisions for doubtful receivables that have been established.
2008 2007
£m £m
30 days or less 1,714 1,559
Between 31 – 60 days 117 72
Between 61 – 180 days 115 111
Greater than 180 days 106 60
2,052 1,802
Concentrations of credit risk with respect to trade receivables are limited given
that the Group’s customer base is large and unrelated. Due to this, management
believes there is no further credit risk provision required in excess of the normal
provision for bad and doubtful receivables. Amounts charged to administrative
expenses during the year ended 31 March 2008 were £293 million
(2007: £201 million, 2006: £168 million) (see note 17).
The Group has other investments in preferred equity and a subordinated loan
received as part of the disposal of Vodafone Japan to SoftBank in the 2007
financial year. The carrying value of those investments at 31 March 2008 was
£1,346 million (2007: £1,046 million).
In respect of financial instruments used by the Group’s treasury function, the
aggregate credit risk the Group may have with one counterparty is limited by
reference to the long term credit ratings assigned for that counterparty by
Moody’s, Fitch Ratings and Standard & Poor’s. While these counterparties may
expose the Group to credit losses in the event of non-performance, it considers
the possibility of material loss to be acceptable because of this policy.
Liquidity risk
At 31 March 2008, the Group had $11.3 billion committed undrawn bank facilities
and $15 billion and £5 billion commercial paper programmes, supported by the
$11.3 billion committed bank facilities, available to manage its liquidity. The Group
uses commercial paper and bank facilities to manage short term liquidity and
manages long term liquidity by raising funds on capital markets.
Market risk
Interest rate management
Under the Group’s interest rate management policy, interest rates on monetary
assets and liabilities denominated in euros, sterling and US dollars are maintained
on a floating rate basis, unless the forecast interest charge for the next 18 months
is material in relation to forecast results, in which case rates are fixed. Where
assets and liabilities are denominated in other currencies, interest rates may also
be fixed. In addition, fixing is undertaken for longer periods when interest rates are
statistically low.
At 31 March 2008, 77% (2007: 29%) of the Group’s gross borrowings were fixed
for a period of at least one year. A one hundred basis point fall or rise in market
interest rates for all currencies in which the Group had borrowings at 31 March 2008

would reduce or increase profit before tax by approximately £3 million (2007:
increase or reduce by £24 million), including mark-to-market revaluations of
interest rate and other derivatives and the potential interest on outstanding
tax issues. There would be no material impact on equity.
Foreign exchange management
As Vodafone’s primary listing is on the London Stock Exchange, its share price is
quoted in sterling. Since the sterling share price represents the value of its future
multi-currency cash flows, principally in euro, sterling and US dollars, the Group
maintains the currency of debt and interest charges in proportion to its expected
future principal multi-currency cash flows and has a policy to hedge external
foreign exchange risks on transactions denominated in other currencies above
certain de minimis levels. As the Group’s future cash flows are increasingly likely
to be derived from emerging markets, it is likely that more debt in emerging
market currencies will be drawn.
As such, at 31 March 2008, 119% of net debt was denominated in currencies other
than sterling (80% euro, 27% US dollar and 12% other), while 19% of net debt
had been purchased forward in sterling in anticipation of sterling denominated
shareholder returns via dividends. This allows euro, US dollar and other debt to
be serviced in proportion to expected future cash flows and, therefore, provides
a partial hedge against income statement translation exposure, as interest costs
will be denominated in foreign currencies. Yen debt is used as a hedge against the
value of yen assets as the Group has minimal yen cash flows. A relative weakening
in the value of sterling against certain currencies in which the Group maintains
cash and cash equivalents has resulted in an increase in cash and cash
equivalents of £129 million from currency translation differences.
Under the Group’s foreign exchange management policy, foreign exchange
transaction exposure in Group companies is generally maintained at the lower
of €5 million per currency per month or €15 million per currency over a six
month period. The Group is exposed to profit and loss account volatility on the
retranslation of certain investments received upon the disposal of Vodafone
Japan to SoftBank which are yen denominated financial instruments but are
Carrying value and fair value information
owned by legal entities with either a sterling or euro functional currency. In addition,
a US dollar denominated financial liability arising from the put rights granted over
the Essar Group’s interests in Vodafone Essar in the 2008 financial year and discussed
on page 118, were granted by a legal entity with a euro functional currency.
A 10%, 2% or 1% (2007: 2%, 5% or nil) change in the ¥/£, ¥/€ or US$/€ exchange
rates would have a £47 million, £17 million or £23 million (2007: £8 million, £33
million and nil) impact on profit or loss in relation to these financial instruments.
The Group recognises foreign exchange movements in equity for the translation of
net investment hedging instruments and balances treated as investments in foreign
operations. However, there is no net impact on equity for exchange rate movements
as there would be an offset in the currency translation of the foreign operation.
The following table details the Group’s sensitivity of the Group’s adjusted operating
profit to a strengthening of the Group’s major currencies in which it transacts.
The percentage movement applied to each currency is based on the average
movements in the previous three annual reporting periods. The analysis has been
performed based on the movement occurring at the start of the reporting period
and is calculated by retranslating the adjusted operating profit of each entity
whose functional currency is either euro or US dollar.
2008
£m
Euro 6% change – Adjusted operating profit 357
US dollar 7% change – Adjusted operating profit 177
At 31 March 2007, sensitivity of the Group’s adjusted operating profit was
analysed for euro 3% change and US$ 8% change, representing £175 million and
£176 million respectively.
Equity risk
The Group has equity investments, primarily in China Mobile Limited and Bharti
Infotel Private Limited, which are subject to equity risk. See note 15 for further
details on the carrying value of these investments.
2008 2007
Short term Long term Short term Long term
borrowings borrowings Total borrowings borrowings Total
£m £m £m £m £m £m
Financial liabilities measured at amortised cost:
Bank loans 806 2,669 3,475 94 2,086 2,180
Bank overdrafts 47 – 47 23 – 23
Redeemable preference shares – 985 985 – 818 818
Finance lease obligations 9 60 69 7 59 66
Bonds 1,125 4,439 5,564 1,648 3,953 5,601
Other liabilities 1,740 2,945 4,685 2,202 156 2,358
Loans and bonds in fair value hedge relationships 805 11,564 12,369 843 10,726 11,569
4,532 22,662 27,194 4,817 17,798 22,615
The fair value and carrying value of the Group’s short term borrowings is as follows:
Fair value Carrying value
2008 2007 2008 2007
£m £m £m £m
Financial liabilities measured at amortised cost 3,715 3,972 3,727 3,974
Loans in fair value hedge relationships:
4.161% US dollar 150m bond due November 2007 – 76 – 77
3.95% US dollar 500m bond due January 2008 – 252 – 254
4.625% euro 250m bond due January 2008 – 170 – 171
4.625% euro 500m bond due January 2008 – 341 – 341
5.5% euro 400m bond due July 2008 37 – 39 –
6.25% sterling 250m bond due July 2008 250 – 249 –
6.25% sterling 150m bond due July 2008 150 – 148 –
6.65% US dollar 500m bond due May 2008 126 – 130 –
4.0% euro 300m bond due January 2009 237 – 239 –
Short term borrowings 4,515 4,811 4,532 4,817
Vodafone Group Plc Annual Report 2008 117

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
24. Borrowings continued
The fair value and carrying value of the Group’s long term borrowings is as follows:
Fair value Carrying value
2008 2007 2008 2007
£m £m £m £m
Financial liabilities measured at amortised cost:
Bank loans 2,669 2,086 2,669 2,086
Redeemable preference shares 985 818 985 818
Finance lease obligations
Bonds:
60 59 60 59
Euro FRN due July 2008 – 849 – 858
Euro FRN due February 2009 – 102 – 102
Euro FRN due February 2010 237 204 240 205
US dollar FRN due June 2011 227 224 176 178
Euro FRN due January 2012 775 683 805 685
Euro FRN due January 2012 232 205 241 197
US dollar FRN due February 2012 236 254 253 255
Euro FRN due September 2013 644 582 679 579
Euro FRN due June 2014 930 – 998 –
5.125% euro 500m bond due April 2015 397 350 427 365
5% euro 750m bond due June 2018 578 515 620 529
Other liabilities (1) 2,984 156 2,945 156
Loans in fair value hedge relationships:
5.5% euro 400m bond due July 2008 – 32 – 34
6.25% sterling 250m bond due July 2008 – 251 – 249
6.25% sterling 150m bond due July 2008 – 151 – 149
6.65% US dollar 500m bond due May 2008 – 129 – 132
4.0% euro 300m bond due January 2009 – 203 – 204
4.25% euro 1.4bn bond due May 2009 1,112 950 1,135 965
4.25% euro 500m bond due May 2009 397 339 408 348
4.75% euro 3bn bond due May 2009 695 596 709 602
7.75% US dollar 2.75bn bond due February 2010 1,466 1,480 1,492 1,467
5.5% US dollar 750m bond due June 2011 386 385 410 390
5.35% US dollar 500m bond due February 2012 255 255 271 256
3.625% euro 750m bond due November 2012 564 487 584 492
6.75% Australian dollar 265m bond due January 2013 121 108 119 110
5.0% US dollar 1bn bond due December 2013 532 464 541 502
4.625% sterling 350m bond due September 2014 319 321 347 334
5.375% US dollar 500m bond due January 2015 256 250 268 249
5.375% US dollar 400m bond due January 2015 205 200 215 199
5.0% US dollar 750m bond due September 2015 419 423 406 375
5.75% US dollar 750m bond due March 2016 375 384 415 384
4.75% euro 300m bond due June 2016 227 204 245 209
4.75% euro 200m bond due June 2016 151 136 164 140
5.625% US dollar 1.3bn bond due February 2017 640 650 716 661
4.625% US dollar 500m bond due July 2018 227 231 257 235
5.375% euro 500m bond June 2022 374 – 420 –
5.625% sterling 250m bond due December 2025 220 242 259 253
7.875% US dollar 750m bond due February 2030 409 441 514 481
5.9% sterling 450m bond due November 2032 410 454 458 451
6.25% US dollar 495m bond due November 2032 258 250 275 252
6.15% US dollar 1.2bn bond due February 2037 568 609 665 603
6.15% US dollar 500m bond due February 2037 237 – 271 –
Long term borrowings 21,777 17,712 22,662 17,798
Note:
(1) Amount at 31 March 2008 includes £2,476 million (2007 : £nil) in relation to the written put options disclosed in note 12 and written put options granted to the Essar Group that, if exercised,
would allow the Essar Group to sell its 33% shareholding in Vodafone Essar to the Group for US$5 billion or to sell between US$1 billion and US$5 billion worth of Vodafone Essar shares at an
independently appraised fair market value.
Fair values are calculated using discounted cash flows with a discount rate based upon forward interest rates available to the Group at the balance sheet date.
Banks loans include a ZAR7.2 billion loan held by Vodafone Holdings SA Pty Limited (“VHSA”), which directly and indirectly owns the Group’s 50% interest in Vodacom
Group (Pty) Limited. VHSA has pledged its 100% equity shareholding in Vodafone Investments SA (“VISA”) as security for its loan obligations. The terms and conditions
of the pledge mean that should VHSA not meet all of its loan payment and performance obligations, the lenders may sell the equity shareholding in its subsidiary VISA
at market value to recover their losses, with any remaining sales proceeds being returned to VHSA. Vodafone International Holdings B.V. and VISA have also guaranteed
this loan with recourse only to the VHSA and Vodafone Telecommunications Investment SA (“VTISA”) shares they have respectively pledged. The terms and conditions
of the security arrangement mean the lenders may be able to sell these respective shares in preference to the VISA shares held by VHSA. An arrangement has been put
in place where the Vodacom Group (Pty) Limited shares held by VHSA and VTISA are held in an escrow account to ensure the shares cannot be sold to satisfy the pledge
made by both companies. The maximum collateral provided is ZAR7.5 billion, being the carrying value of the bank loan at 31 March 2008 (2007: ZAR8.6 billion).
118 Vodafone Group Plc Annual Report 2008

Bank loans also include INR66 billion of loans held by Vodafone Essar Limited (“VEL”) and its subsidiaries (the “VEL Group”, a total of eight legal entities), which form the
operating companies in India. The VEL Group has a number of security arrangements supporting its secured loan obligations comprising its physical assets and certain
share pledges of the shares under VEL. The terms and conditions of the security arrangements mean that should members of the VEL Group not meet all of their loan
payment and performance obligations, the lenders may sell the pledged shares and/or assets to recover their losses, with any remaining sales proceeds being
returned to the VEL Group. Six of the eight legal entities provide cross guarantees to the lenders.
Maturity of borrowings
The maturity profile of the anticipated future cash flows including interest in relation to the Group’s non-derivative financial liabilities on an undiscounted basis, which,
therefore, differs from both the carrying value and fair value, is as follows:
Redeemable Finance Loans in fair
Bank preference lease Other value hedge
loans shares obligations Bonds liabilities relationships Total
£m £m £m £m £m £m £m
Within one year 838 43 12 1,368 1,788 1,443 5,492
In one to two years 369 104 12 464 110 4,168 5,227
In two to three years 1,490 77 12 214 2,732 398 4,923
In three to four years 346 43 12 1,671 – 1,016 3,088
In four to five years 142 43 11 139 223 1,082 1,640
In more than five years 423 1,132 26 2,990 137 9,459 14,167
3,608 1,442 85 6,846 4,990 17,566 34,537
Effect of discount/financing rates (133) (457) (16) (1,282) (258) (5,197) (7,343)
31 March 2008 3,475 985 69 5,564 4,732 12,369 27,194
Within one year 116 43 11 1,853 2,225 1,464 5,712
In one to two years 142 43 11 1,100 21 1,346 2,663
In two to three years 153 43 10 334 – 3,802 4,342
In three to four years 1,265 43 10 123 51 355 1,847
In four to five years 265 43 9 1,430 – 979 2,726
In more than five years 384 1,187 32 1,707 84 9,140 12,534
2,325 1,402 83 6,547 2,381 17,086 29,824
Effect of discount/financing rates (145) (584) (17) (946) – (5,517) (7,209)
31 March 2007 2,180 818 66 5,601 2,381 11,569 22,615
The maturity profile of the Group’s financial derivatives (which include interest rate and foreign exchange swaps), using undiscounted cash flows, is as follows:
2008 2007
Payable Receivable Payable Receivable
£m £m £m £m
Within one year 14,931 14,749 15,163 15,163
In one to two years 433 644 611 626
In two to three years 378 441 503 587
In three to four years 399 430 403 398
In four to five years 380 406 400 387
In more than five years 3,662 4,637 3,577 3,596
20,183 21,307 20,657 20,757
The currency split of the Group’s foreign exchange derivatives, all of which mature in less than one year, is as follows:
2008 2007
Payable Receivable Payable Receivable
£m £m £m £m
Sterling 2,126 8,262 1,000 5,477
Euro 10,111 – 7,204 –
US dollar 2,076 4,992 6,178 8,166
Japanese yen 27 15 – 106
Other 42 797 84 747
14,382 14,066 14,466 14,496
Payables and receivables are stated separately in the table above as settlement is on a gross basis. The £316 million net payable (2007: £30 million net receivable)
in relation to foreign exchange financial instruments in the table above is split £358 million (2007: £48 million) within trade and other payables and £42 million
(2007: £78 million) within trade and other receivables.
The present value of minimum lease payments under finance lease arrangements under which the Group has leased certain of its equipment is analysed as follows:
2008 2007
£m £m
Within one year 9 7
In two to five years 37 30
In more than five years 24 29
Vodafone Group Plc Annual Report 2008 119

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
24. Borrowings continued
Interest rate and currency of borrowings
Total Floating rate Fixed rate Other
borrowings borrowings borrowings (1) borrowings
Currency £m £m £m £m
Sterling 1,563 1,563 – –
Euro 10,787 9,673 1,114 –
US dollar 10,932 8,456 – 2,476
Japanese yen 1,516 1,516 – –
Other 2,396 2,396 – –
31 March 2008 27,194 23,604 1,114 2,476
Sterling 1,520 1,520 – –
Euro 9,295 8,382 913 –
US dollar 9,687 9,687 – –
Japanese yen 1,118 1,118 – –
Other 995 995 – –
31 March 2007 22,615 21,702 913 –
(1) The weighted average interest rate for the Group’s euro denominated fixed rate borrowings
is 5.1% (2007: 5.1%). The weighted average time for which the rates are fixed is 8.8 years
(2007: 9.8 years).
Other borrowings of £2,476 million are the liabilities arising under put options
granted over interests in Vodafone Essar.
Interest on floating rate borrowings is generally based on national LIBOR
equivalents or government bond rates in the relevant currencies.
The figures shown in the tables above take into account interest rate swaps used
to manage the interest rate profile of financial liabilities.
At 31 March 2008, the Group had entered into foreign exchange contracts to
decrease its sterling, US dollar and other currency borrowings above by amounts
equal to £6,136 million, £2,916 million and £755 million respectively and to
increase its euro and Japanese Yen borrowings above by amounts equal to
£10,111 million and £12 million respectively.
At 31 March 2007, the Group had entered into foreign exchange contracts to
decrease its sterling, US dollar, Japanese yen and other currency borrowings
above by amounts equal to £4,477 million, £1,988 million, £106 million and
£663 million respectively and to increase its euro borrowings above by amounts
equal to £7,204 million.
Further protection from euro and Japanese yen interest rate movements on
debt is provided by interest rate swaps. At 31 March 2008, the Group had euro
denominated interest rate swaps for amounts equal to £796 million. The average
effective rate which has been fixed, is 2.62%. In addition, the Group has entered
into euro denominated forward starting interest rate swaps for amounts equal to
£3,183 million and £796 million, which cover the periods June 2008 to June 2009
and September 2008 to September 2009, respectively. The effective rates,
which have been fixed, range from 2.87% per annum to 3.02% per annum.
120 Vodafone Group Plc Annual Report 2008
Borrowing facilities
At 31 March 2008, the Group’s most significant committed borrowing facilities
comprised two bank facilities of $6,125 million (£3,083 million) and $5,200 million
(£2,617 million) expiring between two and five years and in more than five years,
respectively (2007: two bank facilities of $5,925 million (£3,010 million) and
$5,025 million (£2,553 million)), a ¥259 billion (£1,306 million, 2007: ¥259 billion
(£1,117 million)) term credit facility, which expires between two and five years and
a €400 million (£318 million, 2007: €400 million (£272 million)) loan facility, which
expires in more than five years. The US dollar bank facilities remained undrawn
throughout the financial year, the ¥259 billion term credit facility was fully drawn
down on 21 December 2005 and the €400 million loan facility was fully drawn
down on 14 February 2007.
Under the terms and conditions of the $6,125 million and $5,200 million bank
facilities, lenders have the right, but not the obligation, to cancel their
commitment 30 days from the date of notification of a change of control of the
Company and have outstanding advances repaid on the last day of the current
interest period.
The facility agreement provides for certain structural changes that do not affect
the obligations of the Company to be specifically excluded from the definition
of a change of control. This is in addition to the rights of lenders to cancel their
commitment if the Company has committed an event of default.
Substantially the same terms and conditions apply in the case of Vodafone
Finance K.K.’s ¥259 billion term credit facility, although the change of control
provision is applicable to any guarantor of borrowings under the term credit
facility. Additionally, the facility agreement requires Vodafone Finance K.K. to
maintain a positive tangible net worth at the end of each financial year. As of
31 March 2008, the Company was the sole guarantor.
The terms and conditions of the €400 million loan facility are similar to those
of the US dollar bank facilities, with the addition that, should the Group’s Turkish
operating company spend less than the equivalent of $800 million on capital
expenditure, the Group will be required to repay the drawn amount of the facility
that exceeds 50% of the capital expenditure.
In addition to the above, certain of the Group’s subsidiaries had committed
facilities at 31 March 2008 of £2,548 million (2007: £1,030 million) in aggregate,
of which £473 million (2007: £278 million) was undrawn. Of the total committed
facilities, £1,031 million (2007: £99 million) expires in less than one year,
£743 million (2007: £574 million) expires between two and five years, and
£774 million (2007: £357 million) expires in more than five years. The increase in
2008 is predominantly due to the inclusion of Vodafone Essar facilities totalling
£1,736 million.
Redeemable preference shares
Redeemable preference shares comprise class D and E preferred shares issued by
Vodafone Americas, Inc. An annual dividend of $51.43 per class D and E preferred
share is payable quarterly in arrears. The dividend for the year amounted to
£42 million (2007: £45 million). The aggregate redemption value of the class D
and E preferred shares is $1.65 billion. The holders of the preferred shares are
entitled to vote on the election of directors and upon each other matter coming
before any meeting of the shareholders on which the holders of ordinary shares
are entitled to vote. Holders are entitled to vote on the basis of twelve votes for
each share of class D or E preferred stock held. The maturity date of the 825,000
class D preferred shares is 6 April 2020. The 825,000 class E preferred shares
have a maturity date of 1 April 2020. The class D and E preferred shares have
a redemption price of $1,000 per share plus all accrued and unpaid dividends.

25. Post employment benefits
Background
At 31 March 2008, the Group operated a number of pension plans for the benefit
of its employees throughout the world, which vary depending on the conditions
and practices in the countries concerned. The Group’s pension plans are provided
through both defined benefit and defined contribution arrangements. Defined
benefit schemes provide benefits based on the employees’ length of pensionable
service and their final pensionable salary or other criteria. Defined contribution
schemes offer employees individual funds that are converted into benefits at the
time of retirement.
The principal defined benefit pension scheme of the Group is in the United
Kingdom. This tax approved final salary scheme was closed to new entrants from
1 January 2006. The assets of the scheme are held in an external trustee
administered fund. In addition, the Group operates defined benefit schemes in
Germany, Greece, India, Ireland, Italy, Turkey and the United States. Defined
contribution pension schemes are currently provided in Australia, Egypt, Greece,
Hungary, Ireland, Italy, Kenya, Malta, the Netherlands, New Zealand, Portugal,
South Africa, Spain and the United Kingdom.
Income statement expense
2008 2007 2006
£m £m £m
Defined contribution schemes 63 32 28
Defined benefit schemes 28 62 52
Total amount charged to the
income statement (note 35) 91 94 80
Defined benefit schemes
The principal actuarial assumptions used for estimating the Group’s benefit
obligations are set out below:
2008 (1) 2007 (1) 2006 (1)
Weighted average actuarial assumptions
used at 31 March:
Rate of inflation 3.1% 2.7% 2.5%
Rate of increase in salaries 4.3% 4.4% 4.2%
Rate of increase in pensions in
payment and deferred pensions 3.1% 2.7% 2.5%
Discount rate 6.1% 5.1% 4.8%
Expected rates of return:
Equities 8.0% 7.8% 7.3%
Bonds (2) 4.4% 4.8% 4.2%
Other assets 1.3% 5.3% 3.4%
Notes:
(1) Figures shown represent a weighted average assumption of the individual schemes.
(2) For the year ended 31 March 2008 the expected rate of return for bonds consisted of a 4.7%
rate of return for corporate bonds (2007: 5.1%) and a 3.5% rate of return for government
bonds (2007: 4.0%).
The expected return on assets assumptions are derived by considering the
expected long term rates of return on plan investments. The overall rate of return
is a weighted average of the expected returns of the individual investments made
in the group plans. The long term rates of return on equities and property are
derived from considering current risk free rates of return with the addition of an
appropriate future risk premium from an analysis of historic returns in various
countries. The long term rates of return on bonds and cash investments are set
in line with market yields currently available at the balance sheet date.
Mortality assumptions used are consistent with those recommended by the
individual scheme actuaries and reflect the latest available tables, adjusted for
the experience of the Group where appropriate. The largest scheme in the Group
is the UK scheme and the tables used for this scheme indicate a further life
expectancy for a male/female pensioner currently aged 65 of 22.0/24.8 years
(2007: 19.4/22.4 years, 2006: 17.8/20.7 years) and a further life expectancy for
a male/female non-pensioner member currently aged 40 of 23.2/26.0 years
(2007: 22.1/25.1 years, 2006: 20.3/23.3 years) from age 65.
Measurement of the Group’s defined benefit retirement obligations are
particularly sensitive to changes in certain key assumptions, including the
discount rate. An increase or decrease in the discount rate of 0.5% would result
in a £135 million decrease or a £145 million increase in the defined benefit
obligation, respectively.
Charges made to the Consolidated Income Statement and Consolidated
Statement of Recognised Income and Expense (“SORIE”) on the basis of the
assumptions stated above are:
2008 2007 2006
£m £m £m
Current service cost 53 74 57
Interest cost 69 61 52
Expected return on pension assets (89) (73) (57)
Curtailment (5) − −
Total included within staff costs 28 62 52
Actuarial losses /(gains) recognised
in the consolidated SORIE 47 (65) 43
Cumulative actuarial losses recognised
in the consolidated SORIE 127 80 145
Vodafone Group Plc Annual Report 2008 121

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
25. Post employment benefits continued
Fair value of the assets and present value of the liabilities of the schemes
The amount included in the balance sheet arising from the Group’s obligations in respect of its defined benefit schemes is as follows:
2008 2007 2006
£m £m £m
Movement in pension assets:
1 April 1,251 1,123 874
Reclassification as held for sale − − (3)
Expected return on pension assets 89 73 57
Actuarial (losses)/gains (176) 26 121
Employer cash contributions 86 55 85
Member cash contributions 13 13 11
Benefits paid (42) (32) (27)
Exchange rate movements 50 (7) 5
31 March 1,271 1,251 1,123
Movement in pension liabilities:
1 April 1,292 1,224 998
Reclassification as held for sale − − (31)
Current service cost 53 74 57
Interest cost 69 61 52
Member cash contributions 13 13 11
Actuarial (gains)/losses (129) (39) 164
Benefits paid (42) (32) (27)
Other movements (6) 4 (8)
Exchange rate movements 60 (13) 8
31 March 1,310 1,292 1,224
An analysis of net assets/(deficits) is provided below for the Group’s principal defined benefit pension scheme in the UK and for the Group as a whole.
UK Group
2008 2007 2006 2005 2008 2007 2006 2005
£m £m £m £m £m £m £m £m
Analysis of net assets/(deficits):
Total fair value of scheme assets 934 954 835 628 1,271 1,251 1,123 874
Present value of funded scheme liabilities (902) (901) (847) (619) (1,217) (1,194) (1,128) (918)
Net assets/(deficits) for funded schemes 32 53 (12) 9 54 57 (5) (44)
Present value of unfunded scheme liabilities − − − − (93) (98) (96) (80)
Net assets/(deficits)
Net assets/(deficits) are analysed as:
32 53 (12) 9 (39) (41) (101) (124)
Assets 32 53 − 9 65 82 19 12
Liabilities − − (12) − (104) (123) (120) (136)
It is expected that contributions of £82 million will be paid into the Group’s defined benefit retirement schemes during the year ending 31 March 2009.
Actual return on pension assets
2008 2007 2006
£m £m £m
Actual return on pension assets (87) 99 178
Analysis of pension assets at 31 March is as follows: % % %
Equities 68.5 72.1 71.9
Bonds 17.7 27.5 26.5
Property 0.3 0.4 0.4
Other 13.5 − 1.2
100.0 100.0 100.0
The schemes have no direct investments in the Group’s equity securities or in property currently used by the Group.
History of experience adjustments
2008 2007 2006 2005
£m £m £m £m
Experience adjustments on pension liabilities:
Amount (5) (2) (4) (60)
Percentage of pension liabilities − − − 6%
Experience adjustments on pension assets:
Amount (176) 26 121 24
Percentage of pension assets (14%) 2% 11% 3%
122 Vodafone Group Plc Annual Report 2008

26. Provisions
Asset
retirement Other
obligations Legal provisions Total
£m £m £m £m
1 April 2006 148 99 157 404
Exchange movements (4) (2) (6) (12)
Amounts capitalised in the year 17 − − 17
Amounts charged to the income statement − 34 186 220
Utilised in the year − payments (2) (11) (45) (58)
Amounts released to the income statement − (4) (4) (8)
31 March 2007 159 116 288 563
Exchange movements 27 21 15 63
Arising on acquisition 11 − 2 13
Amounts capitalised in the year 27 − − 27
Amounts charged to the income statement − 57 167 224
Utilised in the year − payments (6) (5) (72) (83)
Amounts released to the income statement − (11) (106) (117)
Other (10) − (18) (28)
31 March 2008 208 178 276 662
Provisions have been analysed between current and non-current as follows:
2008 2007
£m £m
Current liabilities 356 267
Non-current liabilities 306 296
662 563
Asset retirement obligations
In the course of the Group’s activities, a number of sites and other assets are utilised which are expected to have costs associated with exiting and ceasing their use.
The associated cash outflows are generally expected to occur at the dates of exit of the assets to which they relate, which are long term in nature.
Legal
The Group is involved in a number of legal and other disputes, including notification of possible claims. The directors of the Company, after taking legal advice, have
established provisions after taking into account the facts of each case. The timing of cash outflows associated with legal claims cannot be reasonably determined.
For a discussion of certain legal issues potentially affecting the Group, refer to note 32 “Contingent liabilities”.
Other provisions
Included within other provisions are amounts provided for property and restructuring costs. The associated cash outflows for restructuring costs are substantially
short term in nature. The timing of the cash flows associated with property is dependent upon the remaining term of the associated lease.
27. Trade and other payables
2008 2007
£m £m
Included within non-current liabilities:
Derivative financial instruments 173 156
Other payables 99 67
Accruals and deferred income 373 312
645 535
Included within current liabilities:
Trade payables 2,963 2,238
Amounts owed to associated undertakings 22 24
Other taxes and social security payable 666 467
Derivative financial instruments 371 63
Other payables 442 480
Accruals and deferred income 7,498 5,502
11,962 8,774
The carrying amounts of trade and other payables approximate their fair value. The fair values of the derivative financial instruments are calculated by discounting the
future cash flows to net present values using appropriate market interest and foreign currency rates prevailing at 31 March.
2008 2007
£m £m
Included within “Derivative financial instruments”:
Fair value through the income statement (held for trading):
Interest rate swaps 160 68
Foreign exchange swaps 358 48
518 116
Fair value hedges:
Interest rate swaps 26 103
544 219
Vodafone Group Plc Annual Report 2008 123

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
28. Acquisitions
The aggregate cash consideration in respect of acquisitions during the year ended 31 March 2008 was £6,058 million. After deducting aggregate cash and cash
equivalents acquired of £59 million, the net cash outflow related to acquisitions completed in the year ended 31 March 2008 was £5,999 million, of which £5,957
million was paid during the year. The aggregate cash consideration included £5,489 million for Vodafone Essar, £457 million for Tele2 and £112 million for other
acquisitions. Total goodwill acquired was £4,316 million and included £3,950 million in relation to Vodafone Essar, £256 million in relation to Tele2 and £110 million
in relation to other acquisitions.
Vodafone Essar Limited (formerly Hutchison Essar Limited)
On 8 May 2007, the Group completed the acquisition of 100% of CGP Investments (Holdings) Limited (“CGP”), a company with indirect interests in Vodafone Essar
Limited (“Vodafone Essar”), from Hutchison Telecommunications International Limited for cash consideration of US$10.9 billion (£5.5 billion). Following this transaction,
the Group has a controlling financial interest in Vodafone Essar.
Book value
Fair value
adjustments Fair value
£m £m £m
Net assets acquired:
Identifiable intangible assets 121 3,068 3,189 (1)
Property, plant and equipment 1,215 (155) 1,060
Other investments 199 − 199
Inventory 5 (2) 3
Taxation recoverable 5 − 5
Trade and other receivables 277 13 290
Cash and cash equivalents 51 − 51
Deferred tax asset/(liability) 36 (512) (476)
Short and long term borrowings (2) (1,467) (16) (1,483)
Provisions (11) − (11)
Trade and other payables (534) (35) (569)
(103) 2,361 2,258
Minority interests (936)
Written put options over minority interests (2) 217
Goodwill 3,950
Total consideration (including £34 million of directly attributable costs) (3) 5,489
Notes:
(1) Identifiable intangible assets of £3,189 million consist of licences and spectrum fees of £3,045 million and other intangible assets of £144 million. The weighted average lives of licences and
spectrum fees, other intangible assets and total intangibles assets are 11 years, two years and 11 years, respectively.
(2) Included within short term and long term borrowings are liabilities of £217 million related to written put options over minority interests.
(3) After deducting cash and cash equivalents acquired of £51 million, the net cash outflow related to the acquisition was £5,438 million, of which £5,429 million was paid during the 2008
financial year.
The goodwill is attributable to the expected profitability of the acquired business and the synergies expected to arise after the Group’s acquisition of CGP. The results
of the acquired entity have been consolidated in the income statement from the date of acquisition. From the date of acquisition, the acquired entity contributed a
£219 million loss to the profit attributable to equity shareholders of the Group. As a result of the acquisition of Vodafone Essar, the Group disposed of its 5.60% direct
shareholding in Bharti Airtel Limited (see note 29).
Tele2
On 3 December 2007, the Group completed the acquisition of 100% (1) of the issued share capital of Tele2 Italia SpA and Tele2 Telecommunications Services SLU
(together referred to as “Tele2”) from Tele2 AB Group for cash consideration of €635 million (£452 million). (1)
The initial purchase price allocation has been determined to be provisional pending the completion of the final valuation of the fair value of assets acquired.
Book value
Fair value
adjustments Fair value
£m £m £m
Net assets acquired:
Identifiable intangible assets 5 106 111
Property, plant and equipment 115 (11) 104
Trade and other receivables 149 − 149
Cash and cash equivalents 5 − 5
Deferred tax asset/(liability) 36 (39) (3)
Short and long term borrowings (6) − (6)
Provisions (1) (1) (2)
Trade and other payables (159) 2 (157)
144 57 201
Goodwill 256
Total consideration (including £6 million of directly attributable costs) (1)(2) 457
Notes:
(1) The Group acquired Tele2 for cash consideration of €747 million. 100% of the issued share capital of Tele2 Italia SpA was acquired through Vodafone Omnitel N.V., a joint venture proportionately
consolidated by the Group, resulting in an effective Group voting interest of 76.9% and disclosed total cash consideration of €635 million (£451 million).
(2) After deducting cash and cash equivalents acquired of £5 million, the net cash outflow related to the acquisition was £452 million, of which £451 million was paid during the 2008 financial year.
The goodwill is attributable to the expected profitability of the acquired businesses and the synergies expected to arise after the acquisition. The results of the
acquired entities have been consolidated in the income statement from the date of acquisition. The weighted average life of total intangible assets was two years.
From the date of acquisition, the acquired entity contributed a £67 million loss to the profit attributable to equity shareholders of the Group.
124 Vodafone Group Plc Annual Report 2008

Pro forma full year information
The following unaudited pro forma summary presents the Group as if CGP and Tele2 had been acquired on 1 April 2007. The impact of other acquisitions on the
pro forma amounts disclosed below is not significant. The pro forma amounts include the results of CGP and Tele2, amortisation of the acquired intangible assets
recognised on acquisition and the interest expenses on debt issued as a result of the acquisitions. The pro forma amounts do not include any possible synergies from
these acquisitions. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that would have occurred,
nor is it necessarily indicative of future results of operations of the combined companies.
2008
£m
Revenue 35,931
Profit for the financial year 6,665
Profit attributable to equity shareholders 6,575
Pence per share
Basic earnings per share 12.40
Diluted earnings per share 12.34
Other
The Group completed a number of smaller acquisitions for aggregate cash consideration of £112 million, gross of £3 million cash and cash equivalents acquired in the
2008 financial year. £77 million of the net cash consideration was paid during the year. The aggregate fair values of goodwill, identifiable assets, and liabilities of the
acquired operations were £110 million, £29 million and £27 million, respectively.
29. Disposals and discontinued operations
India – Bharti Airtel Limited
On 9 May 2007 and in conjunction with the acquisition of Vodafone Essar, the Group entered into a share sale and purchase agreement in which a Bharti group
company irrevocably agreed to purchase the Group’s 5.60% direct shareholding in Bharti Airtel Limited. During the year ended 31 March 2008, the Group received
£654 million in cash consideration for 4.99% of such shareholding and recognised a net gain on disposal of £250 million, reported in non-operating income and
expense. The Group’s remaining 0.61% direct shareholding was transferred in April 2008 for cash consideration of £87 million.
Japan – Vodafone K.K.
On 17 March 2006, the Group announced an agreement to sell its 97.7% holding in Vodafone K.K. to SoftBank. The transaction completed on 27 April 2006, with the
Group receiving cash of approximately ¥1.42 trillion (£6.9 billion), including the repayment of intercompany debt of ¥0.16 trillion (£0.8 billion). In addition, the Group
received non-cash consideration with a fair value of approximately ¥0.23 trillion (£1.1 billion), comprised of preferred equity and a subordinated loan. SoftBank also
assumed debt of approximately ¥0.13 trillion (£0.6 billion). Vodafone K.K. represented a separate geographical area of operation and, on this basis, Vodafone K.K.
was treated as a discontinued operation in Vodafone Group Plc’s annual report for the year ended 31 March 2006.
Income statement and segment analysis of discontinued operations
2007 2006
£m £m
Segment revenue 520 7,268
Inter-segment revenue – (2)
Net revenue 520 7,266
Operating expenses (402) (5,667)
Depreciation and amortisation (1) – (1,144)
Impairment loss – (4,900)
Operating profit/(loss) 118 (4,445)
Net financing costs 8 (3)
Profit/(loss) before taxation 126 (4,448)
Taxation relating to performance of discontinued operations (15) 7
Loss on disposal (2) (747) –
Taxation relating to the classification of the discontinued operations 145 (147)
Loss for the financial year from discontinued operations (3) (491) (4,588)
Notes:
(1) Including gains and losses on disposal of fixed assets.
(2) Includes £794 million of foreign exchange differences transferred to the income statement on disposal.
(3) Amount attributable to equity shareholders for the year to 31 March 2008 was nil (2007: £(494) million; 2006: £(4,598) million).
Loss per share from discontinued operations
2007 2006
Pence Pence
per share per share
Basic loss per share (0.90) (7.35)
Diluted loss per share (0.90) (7.35)
Vodafone Group Plc Annual Report 2008 125

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
29. Disposals and discontinued operations continued
Cash flows from discontinued operations
2007 2006
£m £m
Net cash flows from operating activities 135 1,651
Net cash flows from investing activities (266) (939)
Net cash flows from financing activities (29) (536)
Net cash flows (160) 176
Cash and cash equivalents at the beginning of the financial year 161 4
Exchange loss on cash and cash equivalents (1) (19)
Cash and cash equivalents at the end of the financial year – 161
Assets and liabilities of discontinued operations
27 April
2006
£m
Intangible assets 3,943
Property, plant and equipment 4,562
Other investments 29
Cash and cash equivalents 124
Inventory 148
Trade and other receivables 1,147
Deferred tax asset 636
Total assets 10,589
Short and long term borrowings (674)
Trade and other payables (1) (2,342)
Deferred tax liabilities (245)
Other liabilities (40)
Total liabilities (3,301)
Net assets 7,288
Minority interest (87)
Net assets disposed 7,201
Total consideration 7,245
Other effects: foreign exchange recycled to the income statement on disposal (794)
Other 3
Net loss on disposal (747)
£m
Net cash inflow arising on disposal:
Cash consideration 6,141
Cash to settle intercompany debt 793
Cash and cash equivalents disposed (124)
6,810
Other (12)
6,798
Note:
(1) Includes £793 million of intercompany debt.
Belgium and Switzerland – Belgacom Mobile S.A. and Swisscom Mobile A.G.
During the year ended 31 March 2007, the Group disposed of its 25% interest in Belgacom Mobile S.A. to Belgacom S.A. and its 25% interest in Swisscom Mobile A.G.
to Swisscom A.G. These transactions completed on 3 November 2006 and 20 December 2006, respectively. The carrying value of these investments at disposal and
the cash effects of the transactions are summarised in the table below:
Belgacom Swisscom
Mobile Mobile
£m £m
Net assets disposed 901 1,664
Total cash consideration 1,343 1,776
Other effects (1) (1) (44)
Net gain on disposal (2) 441 68
Notes:
(1) Other effects include foreign exchange gains and losses transferred to the income statement and professional fees related to the disposal.
(2) Reported in other income and expense in the Consolidated Income Statement.
126 Vodafone Group Plc Annual Report 2008

30. Reconciliation of net cash flows from operating activities
2008 2007 2006
£m £m £m
Profit/(loss) for the financial year from continuing operations 6,756 (4,806) (17,233)
Loss for the financial year from discontinued operations – (491) (4,588)
Adjustments for (1) :
Share-based payments 107 93 114
Depreciation and amortisation 5,909 5,111 5,834
Loss on disposal of property, plant and equipment 70 44 88
Share of result in associated undertakings (2,876) (2.728) (2,428)
Impairment losses – 11,600 28,415
Other income and expense 28 (502) (15)
Non-operating income and expense (254) (4) 2
Investment income (714) (789) (353)
Financing costs 2,014 1,604 1,123
Income tax expense 2,245 2,293 2,520
Loss on disposal of discontinued operations – 747 –
(Increase)/decrease in inventory (78) (23) 23
(Increase)/decrease in trade and other receivables (378) (753) 54
Increase/(decrease) in trade and other payables 460 1,175 (33)
Cash generated by operations 13,289 12,571 13,523
Tax paid (2,815) (2,243) (1,682)
Net cash flows from operating activities 10,474 10,328 11,841
Note:
(1) Adjustments include amounts relating to continuing and discontinued operations.
31. Commitments
Operating lease commitments
The Group has entered into commercial leases on certain properties, network infrastructure, motor vehicles and items of equipment. The leases have various terms,
escalation clauses, purchase options and renewal rights, none of which are individually significant to the Group.
Future minimum lease payments under non-cancellable operating leases comprise:
2008 2007
£m £m
Within one year 837 718
In more than one year but less than two years 606 577
In more than two years but less than three years 475 432
In more than three years but less than four years 415 367
In more than four years but less than five years 356 321
In more than five years 1,752 1,360
4,441 3,775
The total of future minimum sublease payments expected to be received under non-cancellable subleases is £154 million (2007: £107 million).
Capital and other financial commitments
Company and subsidiaries Share of joint ventures Group
2008 2007 2008 2007 2008 2007
£m £m £m £m £m £m
Contracts placed for future capital expenditure not provided in the
financial statements (1) 1,477 1,060 143 89 1,620 1,149
Note:
(1) Commitment includes contracts placed for property, plant and equipment and intangible assets.
In December 2007, a consortium comprising Vodafone and the Qatar Foundation for Education, Science and Community Development (the “Qatar Foundation”)
was named as the successful applicant in the auction to become the second mobile operator in Qatar. Subject to regulatory approvals, the licence is expected to be
awarded by 30 June 2008. The licence will be owned by Vodafone Qatar, of which 45% is expected to be owned by the joint venture formed between Vodafone
(owning 51%) and the Qatar Foundation (owning 49%), 15% to be owned by Qatari government institutions and the remaining 40% to be made available to Qatari
citizens through a public offering expected to be completed in the 2008 calendar year. Following the public offering, the Group expects its effective equity interest
in Vodafone Qatar to be 22.95%. The Group also currently expects that Vodafone Qatar will be accounted for as a subsidiary, as Vodafone expects to control
management decisions.
By 30 June 2008, Vodafone Qatar expects to pay QAR 4,630 million (£626 million), representing 60% of the cost of the mobile licence, with the balance of the licence
cost to be paid following completion of the public offering. The Group could be required to fund up to a maximum of QAR 1,551 million (£210 million) of the total
licence cost, with the precise amount dependent on the success of the public offering. The remainder of the licence cost will be funded by the other shareholders
in Vodafone Qatar. Services are expected to be launched under the Vodafone brand by the end of the 2009 financial year.
Vodafone Group Plc Annual Report 2008 127

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
32. Contingent liabilities
2008 2007
£m £m
Performance bonds 111 109
Credit guarantees – third party indebtedness 29 34
Other guarantees and contingent liabilities 372 90
Performance bonds
Performance bonds require the Group to make payments to third parties in the
event that the Group does not perform what is expected of it under the terms
of any related contracts. Group performance bonds include £26 million
(2007: £57 million) in respect of undertakings to roll out 3G networks in Spain.
Credit guarantees – third party indebtedness
Credit guarantees comprise guarantees and indemnities of bank or other facilities,
including those in respect of the Group’s associated undertakings and investments.
Other guarantees and contingent liabilities
Other guarantees principally comprise commitments to the Spanish tax
authorities of £197 million (2007: £nil).
The Group also enters into lease arrangements in the normal course of business,
which are principally in respect of land, buildings and equipment. Further details
on the minimum lease payments due under non-cancellable operating lease
arrangements can be found in note 31.
Legal proceedings
The Company and its subsidiaries are currently, and may be from time to time,
involved in a number of legal proceedings, including inquiries from or discussions
with governmental authorities, that are incidental to their operations. However,
save as disclosed below, the Company and its subsidiaries are not involved
currently in any legal or arbitration proceedings (including any governmental
proceedings which are pending or known to be contemplated) which may have,
or have had in the twelve months preceding the date of this report, a significant
effect on the financial position or profitability of the Company and its subsidiaries.
With the exception of the Vodafone 2 enquiry, due to inherent uncertainties,
no accurate quantification of any cost which may arise from any of the legal
proceedings outlined below can be made.
The Company is one of a number of co-defendants in four actions filed in 2001
and 2002 in the Superior Court of the District of Columbia in the United States
alleging personal injury, including brain cancer, from mobile phone use. The
Company is not aware that the health risks alleged in such personal injury claims
have been substantiated and is vigorously defending such claims. In August 2007,
the Court dismissed all four actions against the Company on the basis of the
federal pre-emption doctrine. The plaintiffs have appealed this dismissal.
A subsidiary of the Company, Vodafone 2, is responding to an enquiry (“the
Vodafone 2 enquiry”) by HMRC with regard to the UK tax treatment of its
Luxembourg holding company, Vodafone Investments Luxembourg SARL (“VIL”),
under the Controlled Foreign Companies section of the UK’s Income and
Corporation Taxes Act 1988 (“the CFC Regime”) relating to the tax treatment of
profits earned by the holding company for the accounting period ended 31 March
2001. Vodafone 2’s position is that it is not liable for corporation tax in the UK
under the CFC Regime in respect of VIL. Vodafone 2 asserts, inter alia, that the
CFC Regime is contrary to EU law and has made an application to the Special
Commissioners of HMRC for closure of the Vodafone 2 enquiry. In May 2005,
the Special Commissioners referred certain questions relating to the compatibility
of the CFC Regime with EU law to the European Court of Justice (the “ECJ”) for
determination (“the Vodafone 2 reference”). HMRC subsequently appealed
against the decision of the Special Commissioners to make the Vodafone 2
reference but its appeal was rejected by both the High Court and Court of Appeal.
The Vodafone 2 reference has still to be heard by the ECJ. Vodafone 2’s
application for closure was stayed pending delivery of the ECJ’s judgment.
In September 2006, the ECJ determined in the Cadbury Schweppes case
(C-196/04) (the “Cadbury Schweppes Judgment”) that the CFC Regime is
incompatible with EU law unless it applies only to wholly artificial arrangements
intended to escape national tax normally payable (“wholly artificial arrangements”).
At a hearing in March 2007, the Special Commissioners heard submissions from
Vodafone 2 and HMRC, in light of the Cadbury Schweppes Judgment, as to
whether the CFC Regime can be interpreted as applying only to wholly artificial
128 Vodafone Group Plc Annual Report 2008
arrangements and whether the Vodafone 2 reference should be maintained
or withdrawn by the Special Commissioners. On 26 July 2007, the Special
Commissioners handed down their judgment on these questions. The tribunal
decided (on the basis of the casting vote of the Presiding Special Commissioner)
that the CFC regime can be interpreted as applying only to wholly artificial
arrangements and that the Vodafone 2 reference should be withdrawn. Vodafone
2 is appealing these decisions to the High Court and this appeal was heard on
20 to 22 May 2008. The High Court’s ruling is expected in the coming months.
The Company has taken provisions, which at 31 March 2008 amounted to
approximately £2.2 billion, for the potential UK corporation tax liability and related
interest expense that may arise in connection with the Vodafone 2 enquiry. The
provisions relate to the accounting period which is the subject of the proceedings
described above as well as to accounting periods after 31 March 2001 to date.
The provisions at 31 March 2008 reflect the developments during the year.
The Company has been served with a Complaint filed in the Supreme Court of the
State of New York by Cem Uzan and others against the Company, Vodafone
Telekomunikasyon A.S. (“VTAS”), Vodafone Holding A.S. and others. The plaintiffs
make certain allegations in connection with the sale of the assets of the Turkish
company Telsim Mobil Telekomunikasyon Hizmetleri A.S. (“Telsim”) to the Group’s
Turkish subsidiary, which acquired the assets from the SDIF, a public agency of the
Turkish state, in a public auction in Turkey pursuant to Turkish law in which a number
of mobile telecommunications companies participated. The plaintiffs seek an Order
requiring the return of the assets of Telsim to them or damages. The Company
believes these claims have no merit and will vigorously defend the claims.
On 12 November 2007, the Company became aware of the filing of a purported
class action Complaint in the United States District Court for the Southern District
of New York by The City of Edinburgh Council on behalf of the Lothian Pension
Fund against the Company and certain of the Company’s current and former
officers and directors for alleged violations of US federal securities laws.
The Complaint alleged that the Company’s financial statements and certain
disclosures between 10 June 2004 and 27 February 2006 were materially false
and misleading, among other things, as a result of the Company’s alleged failure
to report on a timely basis a write-down for the impaired value of Vodafone’s
German, Italian and Japanese subsidiaries. The Complaint seeks compensatory
damages of an unspecified amount and other relief on behalf of a putative class
comprised of all persons who purchased publicly traded securities, including
ordinary shares and American Depositary Receipts, of the Company between
10 June 2004 and 27 February 2006. The plaintiff subsequently served the
Complaint and, on or about 27 March 2008, the plaintiff filed an Amended
Complaint, asserting substantially the same claims against the same defendants
on behalf of the same putative investor class. The Company believes that the
allegations are without merit and intends to defend the claims vigorously.
Vodafone Essar Limited (“VEL”) and Vodafone International Holdings B.V. (“VIHBV”)
each received notices in August 2007 and September 2007, respectively, from the
Indian tax authorities alleging potential liability in connection with alleged failure
by VIHBV to deduct withholding tax from consideration paid to the Hutchison
Telecommunications International Limited group (“HTIL”) in respect of HTIL’s gain
on its disposal to VIHBV of its interests in a wholly-owned subsidiary that indirectly
holds interests in VEL. Following the receipt of such notices, VEL and VIHBV each
filed writs seeking Orders that their respective notices be quashed and that the
tax authorities take no further steps under the notices, inter alia. Initial hearings
have been held before the Bombay High Court and in the case of VIHBV, the High
Court has admitted the writ for final hearing in June 2008. VEL’s case is stayed
pending the outcome of this hearing. Vodafone believes that neither it nor any
other member of the Group is liable for such withholding tax and intends to
defend this position vigorously.

33. Directors and key management compensation
Directors
Aggregate emoluments of the directors of the Company were as follows:
2008 2007 2006
£m £m £m
Salaries and fees 5 5 6
Incentive schemes 4 3 5
Benefits 1 1 2
Other (1) – 4 –
10 13 13
Note:
(1) Other includes the value of the cash allowance taken by some individuals in lieu of pension contributions and payments in respect of loss of office.
The aggregate gross pre-tax gain made on the exercise of share options in the year ended 31 March 2008 by directors who served during the year was £nil
(2007: £3 million, 2006: less than £1 million).
Further details of directors’ emoluments can be found in “Directors’ Remuneration” on pages 71 to 81.
Key management compensation
Aggregate compensation for key management, being the directors and members of the Group Executive Committee, was as follows:
2008 2007 2006
£m £m £m
Short term employee benefits 20 29 26
Post-employment benefits:
Defined benefit schemes 1 1 2
Defined contribution schemes 1 1 2
Share-based payments 10 6 16
32 37 46
34. Related party transactions
The Group’s related parties are its joint ventures (see note 13), associated undertakings (see note 14), pension schemes, directors and members of the Executive
Committee. Group contributions to pension schemes are disclosed in note 25. Compensation paid to the Company’s Board and members of the Executive Committee
is disclosed in note 33.
Transactions with joint ventures and associated undertakings
Related party transactions can arise with the Group’s joint ventures and associates and primarily comprise fees for the use of Vodafone products and services including,
network airtime and access charges, and cash pooling arrangements. Except as disclosed below, no related party transactions have been entered into during the year
which might reasonably affect any decisions made by the users of these Consolidated Financial Statements.
2008 2007 2006
£m £m £m
Transactions with associated undertakings:
Sales of goods and services 165 245 288
Purchase of goods and services 212 295 268
Amounts owed by/(owed to) joint ventures (1) 127 (842) (378)
Net interest payable to joint ventures (1) 27 20 15
Note:
(1) Amounts arise through Vodafone Italy being part of a Group cash pooling arrangement and represent amounts not eliminated on consolidation. Interest is paid in line with market rates.
Amounts owed by and owed to associated undertakings are disclosed within notes 17 and 27. Dividends received from associated undertakings are disclosed in the
consolidated cash flow statement.
Transactions with directors other than compensation
During the three years ended 31 March 2008, and as of 23 May 2008, neither any director nor any other executive officer, nor any associate of any director or any other
executive officer, was indebted to the Company.
During the three years ended 31 March 2008, and as of 23 May 2008, the Company has not been a party to any other material transaction, or proposed transactions,
in which any member of the key management personnel (including directors, any other executive officer, senior manager, any spouse or relative of any of the foregoing,
or any relative of such spouse), had or was to have a direct or indirect material interest.
Vodafone Group Plc Annual Report 2008 129

Vodafone – Financials
Notes to the Consolidated Financial Statements continued
35. Employees
The average employee headcount during the year by nature of activity and by segment is shown below.
2008 2007 2006
Number Number Number
By activity:
Operations 12,891 12,630 12,541
Selling and distribution 22,063 18,937 17,315
Administration 37,421 34,776 31,816
By segment:
72,375 66,343 61,672
Germany 9,691 10,383 10,124
Italy 6,669 7,030 7,123
Spain 4,057 4,066 4,052
UK 10,367 10,256 10,620
Arcor 3,940 4,038 4,086
Other Europe 8,645 8,797 9,778
Europe 43,369 44,570 45,783
Eastern Europe 10,398 9,194 5,763
Middle East, Africa & Asia 12,622 6,839 4,640
Pacific 3,030 2,791 2,858
EMAPA 26,050 18,824 13,261
Common functions 2,956 2,949 2,628
Total continuing operations 72,375 66,343 61,672
Discontinued operations:
Japan − 233 2,733
The cost incurred in respect of these employees (including directors) was (1) :
2008 2007 2006
Continuing operations £m £m £m
Wages and salaries 2,175 1,979 1,879
Social security costs 325 300 242
Share-based payments 107 93 109
Other pension costs (note 25) 91 94 80
2,698 2,466 2,310
Note:
(1) The cost incurred in respect of employees (including directors) from discontinued operations was £nil (2007: £16 million, 2006: £155 million).
36. Subsequent events
On 16 May 2008, Vodafone acquired 100% of ZYB, a privately-owned company based in Denmark, which operates a social networking and online management tool
enabling mobile phone users to back-up and share their handsets’ contact and calendar information online, for cash consideration of €32 million (£25 million).
On 19 May 2008, the Group acquired 26.4% of Arcor previously held by minority interests for cash consideration of €474 million (£377 million). Following this
transaction, Vodafone owns 100% of Arcor.
130 Vodafone Group Plc Annual Report 2008

37. New accounting standards
The Group has not adopted and does not intend to early adopt the following pronouncements, which have been issued by the IASB or the International Financial
Reporting Interpretations Committee (“IFRIC”), but have not yet been endorsed for use in the EU.
An amendment to IFRS 2 “Share-based Payment: Vesting Conditions and Cancellations” was issued in January 2008 and will be effective retrospectively for annual periods
beginning on or after 1 January 2009. This amendment clarifies that vesting conditions are service conditions and performance conditions only, and as such, any other
features of a share-based payment are not vesting conditions. It also specifies that all cancellations, whether by the entity or by other parties, should receive the same
accounting treatment. The Group is currently assessing the impact and expected timing of adoption of this amendment on the Group’s results and financial position.
IFRS 3 (Revised) “Business Combinations” was issued in January 2008 and will apply to business combinations occurring on or after 1 April 2010. The revised standard
introduces a number of changes in the accounting for business combinations that will impact the amount of goodwill recognised, the reported results in the period
that a business acquisition occurs and future reported results. Assets and liabilities arising from business combinations before 1 April 2010 will not be restated and thus
there will be no effect on the Group’s results or financial position on adoption. However, this standard is likely to have a significant impact on the accounting for
business acquisitions post adoption.
IAS 1 (Revised) “Presentation of Financial Statements” was issued in September 2007 and will be effective for annual periods beginning on or after 1 January 2009.
The revised standard introduces the concept of a statement of comprehensive income, which enables users of the financial statements to analyse changes in a
company’s equity resulting from transactions with owners separately from non-owner changes. The revised standard provides the option of presenting items of
income and expense and components of other comprehensive income either as a single statement of comprehensive income or in two separate statements.
The Group does not currently believe the adoption of this revised standard will have a material impact on the consolidated results or financial position of the Group.
IAS 23 (Revised) “Borrowing Costs” was issued in March 2007 and will be effective for annual periods beginning on or after 1 January 2009. It requires the capitalisation
of borrowing costs, to the extent they are directly attributable to the acquisition, production or construction of a qualifying asset. The existing option of immediate
recognition of those borrowing costs as an expense has been removed. The Group is currently assessing the impact and expected timing of adoption of this standard
on the Group’s results and financial position.
An amendment to IAS 27 “Consolidated and Separate Financial Statements” was issued in January 2008 and is effective for annual periods beginning on or after
1 July 2009. The amendment requires that when a transaction occurs with non-controlling interests in Group entities that do not result in a change in control, the
difference between the consideration paid or received and the recorded non-controlling interest should be recognised in equity. In cases where control is lost, any
retained interest should be remeasured to fair value with the difference between fair value and the previous carrying value being recognised immediately in the
income statement. Transactions occurring before 1 April 2010 will not be restated and thus there will be no effect on the Group’s results or financial position on
adoption. However, the Group has historically entered into transactions that are within the scope of this standard and may do so in the future.
“Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements – Puttable Financial Instruments and Obligations Arising
on Liquidation” was issued in February 2008 and is effective for annual periods beginning on or after 1 January 2009. The amendments require entities to classify
certain financial instruments as equity if certain specific criteria are met. The Group is currently assessing the impact and expected timing of adoption of this
amendment on the Group’s results and financial position.
IFRIC 12 “Service Concession Arrangements” was issued in November 2006 and is effective for annual periods beginning on or after 1 January 2008. The interpretation
addresses how service concession operators should apply existing IFRSs to account for the obligations they undertake and rights they receive in service concession
arrangements. The Group does not currently believe the adoption of these pronouncements will have a material impact on the consolidated results or financial
position of the Group.
IFRIC 13 “Customer Loyalty Programmes” was issued in June 2007 and will be effective for annual periods beginning on or after 1 July 2008. The interpretation addresses
how companies that grant their customers loyalty award credits when buying goods or services should account for their obligation to provide free or discounted goods
and services if and when the customers redeem the credits. It requires that consideration received be allocated between the award credits and the other components
of the sale. The Group is currently assessing the impact and expected timing of adoption of this standard on the Group’s results and financial position.
IFRIC 14 “IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction” was issued in July 2007 and is effective for annual
periods beginning on or after 1 January 2008. The interpretation provides guidance on determining the amount of any post employment benefit surplus that could be
recognised as an asset on the balance sheet, how a minimum funding requirement affects that measurement, and when a minimum funding requirement can create
an onerous obligation that should be recognised as a liability in addition to that otherwise recognised under IAS 19. The Group will adopt this interpretation with effect
from 1 April 2008 and is currently assessing the impact of adoption of this interpretation on the consolidated results and financial position of the Group.
“Improvements to IFRSs” was issued in May 2008 and its requirements are effective over a range of dates, with the earliest effective date being for annual periods
beginning on or after 1 January 2009. This comprises a number of amendments to IFRSs, which resulted from the IASB’s annual improvements project. The Group is
currently assessing the impact and expected timing of adoption of these amendments on the Group’s results and financial position.
Vodafone Group Plc Annual Report 2008 131

Vodafone – Financials
Audit Report on the Consolidated Financial Statements
Report of Independent Registered Public
Accounting Firm to the Members of Vodafone
Group Plc
We have audited the Consolidated Financial Statements of Vodafone Group Plc
which comprise the consolidated balance sheet at 31 March 2008 and 2007,
the consolidated income statement, the consolidated cash flow statement, the
consolidated statement of recognised income and expense for each of the three
years in the period ended 31 March 2008 and the related notes numbered 1 to 37.
These Consolidated Financial Statements have been prepared under the accounting
policies set out therein. We have also audited the information in the directors’
remuneration report that is described as having been audited.
We have reported separately on the parent Company Financial Statements of
Vodafone Group Plc for the year ended 31 March 2008.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report, the directors’
remuneration report and the Consolidated Financial Statements in accordance
with applicable law and International Financial Reporting Standards (“IFRS”)
as adopted by the European Union are set out in the statement of directors’
responsibilities.
Our responsibility is to audit the Consolidated Financial Statements in accordance
with relevant legal and regulatory requirements and International Standards on
Auditing (UK and Ireland).
We report to you our opinion as to whether the Consolidated Financial Statements
give a true and fair view, whether the Consolidated Financial Statements have
been properly prepared in accordance with the Companies Act 1985 and Article 4
of the IAS Regulation and whether the part of the directors remuneration report
described as having been audited has been properly prepared in accordance
with the Companies Act 1985. We also report to you whether, in our opinion,
the information given in the directors’ report is consistent with the Consolidated
Financial Statements.
In addition, we report to you if we have not received all the information and
explanations we require for our audit, or if information specified by law regarding
directors’ transactions with the Company and other members of the Group is
not disclosed.
We review whether the corporate governance statement reflects the Company’s
compliance with the nine provisions of the 2006 Combined Code specified for
our review by the Listing Rules of the Financial Services Authority, and we report
if it does not. We are not required to consider whether the board’s statement
on internal control covers all risks and controls, or form an opinion on the
effectiveness of the Group’s corporate governance procedures or its risk and
control procedures.
We read the other information contained in the annual report as described
in the contents section and consider whether it is consistent with the audited
Consolidated Financial Statements. We consider the implications for our report
if we become aware of any apparent misstatements or material inconsistencies
with the Consolidated Financial Statements. Our responsibilities do not extend
to any further information outside the annual report.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board and with the standards of
the Public Company Accounting Oversight Board (United States). An audit includes
examination, on a test basis, of evidence relevant to the amounts and disclosures in
the Consolidated Financial Statements and the part of the directors’ remuneration
report to be audited. It also includes an assessment of the significant estimates
and judgements made by the directors in the preparation of the Consolidated
Financial Statements, and of whether the accounting policies are appropriate
to the Group’s circumstances, consistently applied and adequately disclosed.
132 Vodafone Group Plc Annual Report 2008
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with sufficient
evidence to give reasonable assurance that the Consolidated Financial Statements
and the part of the directors’ remuneration report to be audited are free from
material misstatement, whether caused by fraud or other irregularity or error.
In forming our opinion we also evaluated the overall adequacy of the presentation
of information in the Consolidated Financial Statements and the part of the
directors’ remuneration report to be audited.
Opinions
UK opinion
In our opinion:
•
•
•
•
the Consolidated Financial Statements give a true and fair view, in accordance
with IFRS as adopted by the European Union, of the state of the Group’s affairs
as at 31 March 2008 and of its profit for the year then ended;
the Consolidated Financial Statements have been properly prepared in
accordance with the Companies Act 1985 and Article 4 of the IAS Regulation;
the part of the directors’ remuneration report described as having been audited
has been properly prepared in accordance with the Companies Act 1985; and
the information given in the Directors’ Report is consistent with the
Consolidated Financial Statements.
As explained in note 1 to the Consolidated Financial Statements, the Group, in
addition to complying with its legal obligation to comply with IFRS as adopted by
the European Union, has also complied with IFRS as issued by the International
Accounting Standards Board.
In our opinion the Consolidated Financial Statements give a true and fair view,
in accordance with IFRS, of the state of the Group’s affairs as at 31 March 2008
and of its profit for the year then ended.
US opinion
In our opinion, the Consolidated Financial Statements present fairly, in all material
respects, the consolidated financial position of the Group at 31 March 2008 and
2007 and the consolidated results of its operations and cash flows for each of
the three years in the period ended 31 March 2008 in conformity with IFRS as
adopted by the European Union and as issued by the International Accounting
Standards Board.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of the Group’s
internal control over financial reporting as at 31 March 2008, based on the criteria
established in the Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Our report including
our opinions on the effectiveness of the Group’s internal control over financial
reporting is set out on page 84.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London
United Kingdom
27 May 2008

Audit Report on the Company Financial Statements
Independent Auditor’s Report to the Members
of Vodafone Group Plc
We have audited the parent Company Financial Statements of Vodafone Group
Plc for the year ended 31 March 2008 which comprise the balance sheet and the
related notes 1 to 10. These parent Company Financial Statements have been
prepared under the accounting policies set out therein.
We have reported separately on the Consolidated Financial Statements of
Vodafone Group Plc for the year ended 31 March 2008 and on the information
in the directors’ remuneration report that is described as having been audited.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report and the parent
Company Financial Statements in accordance with applicable law and United
Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting
Practice) are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the parent Company Financial Statements in
accordance with relevant legal and regulatory requirements and International
Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the parent Company Financial
Statements give a true and fair view and whether the parent Company Financial
Statements have been properly prepared in accordance with the Companies Act
1985. We also report to you whether in our opinion the Directors’ Report is
consistent with the parent Company Financial Statements.
In addition we report to you if, in our opinion, the Company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding directors’
remuneration and other transactions is not disclosed.
We read the information contained in the Annual Report for the above year as
described in the contents section and consider whether it is consistent with the
audited parent Company Financial Statements. We consider the implications
for our report if we become aware of any apparent misstatements or material
inconsistencies with the parent Company Financial Statements. Our responsibility
does not extend to any further information outside the annual report.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and disclosures
in the parent Company Financial Statements. It also includes an assessment of
the significant estimates and judgments made by the directors in the preparation
of the parent Company Financial Statements, and of whether the accounting
policies are appropriate to the Company’s circumstances, consistently applied
and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with sufficient
evidence to give reasonable assurance that the parent Company Financial
Statements are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall adequacy
of the presentation of information in the parent Company Financial Statements.
Opinion
In our opinion:
•
•
•
the parent Company Financial Statements give a true and fair view, in
accordance with United Kingdom Generally Accepted Accounting Practice,
of the state of the Company’s affairs as at 31 March 2008;
the parent Company Financial Statements have been properly prepared in
accordance with the Companies Act 1985; and
the information given in the Directors’ Report is consistent with the parent
Company Financial Statements.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London
United Kingdom
27 May 2008
Vodafone Group Plc Annual Report 2008 133

Vodafone – Financials
Company Financial Statements of Vodafone Group Plc
at 31 March
2008 2007
Note £m £m
Fixed assets
Shares in Group undertakings
Current assets
3 64,922 67,139
Debtors: amounts falling due after more than one year 4 821 227
Debtors: amounts falling due within one year 4 126,099 99,404
126,920 99,631
Creditors: amounts falling due within one year 5 (98,784) (76,415)
Net current assets 28,136 23,216
Total assets less current liabilities 93,058 90,355
Creditors: amounts falling due after more than one year 5 (14,582) (14,388)
78,476 75,967
Capital and reserves
Called up share capital 6 4,182 4,172
Share premium account 8 42,934 43,572
Capital redemption reserve 8 10,054 9,132
Capital reserve 8 88 88
Other reserves 8 942 1,026
Own shares held 8 (7,867) (8,044)
Profit and loss account 8 28,143 26,021
Equity shareholders’ funds 78,476 75,967
The Company Financial Statements were approved by the Board of directors on 27 May 2008 and were signed on its behalf by:
Arun Sarin Andy Halford
Chief Executive Chief Financial Officer
The accompanying notes are an integral part of these Financial Statements.
134 Vodafone Group Plc Annual Report 2008

Notes to the Company Financial Statements
1. Basis of preparation
The separate financial statements of the Company are drawn up in accordance
with the Companies Act 1985 and UK generally accepted accounting principles
(“UK GAAP”).
The preparation of Company Financial Statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the Company Financial
Statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates. The estimates
and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised
if the revision affects only that period or in the period of the revision and future
periods if the revision affects both current and future periods.
As permitted by Section 230 of the Companies Act 1985, the profit and loss
account of the Company is not presented in this Annual Report. These separate
financial statements are not intended to give a true and fair view of the profit or
loss or cash flows of the Company. The Company has not published its individual
cash flow statement as its liquidity, solvency and financial adaptability are
dependent on the Group rather than its own cash flows.
The Company has taken advantage of the exemption contained in FRS 8 “Related
party disclosures” and has not reported transactions with fellow Group undertakings.
The Company has taken advantage of the exemption contained in FRS 29
“Financial Instruments: Disclosures” and has not produced any disclosures
required by that standard, as disclosures that comply with FRS 29 are available
in the Vodafone Group Plc Annual Report for the year ended 31 March 2008.
2. Significant accounting policies
The Company’s significant accounting policies are described below.
Accounting convention
The Company Financial Statements are prepared under the historical cost
convention and in accordance with applicable accounting standards of the UK
Accounting Standards Board and pronouncements of the Urgent Issues Task Force.
Investments
Shares in Group undertakings are stated at cost less any provision for impairment.
The Company assesses investments for impairment whenever events or
changes in circumstances indicate that the carrying value of an investment may
not be recoverable. If any such indication of impairment exists, the Company
makes an estimate of the recoverable amount. If the recoverable amount of the
cash-generating unit is less than the value of the investment, the investment
is considered to be impaired and is written down to its recoverable amount.
An impairment loss is recognised immediately in the profit and loss account.
For available-for-sale investments, gains and losses arising from changes in fair
value are recognised directly in equity, until the investment is disposed of or is
determined to be impaired, at which time the cumulative gain or loss previously
recognised in equity, determined using the weighted average cost method,
is included in the net profit or loss for the period.
Foreign currencies
In preparing the Company Financial Statements, transactions in currencies other
than the Company’s functional currency are recorded at the rates of exchange
prevailing on the dates of the transactions. At each balance sheet date, monetary
items denominated in foreign currencies are retranslated at the rates prevailing
on the balance sheet date. Non-monetary items carried at fair value that are
denominated in foreign currencies are retranslated at the rate prevailing on the
date when fair value was determined. Non-monetary items that are measured
in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in the profit and loss account for the
period. Exchange differences arising on the retranslation of non-monetary items
carried at fair value are included in the profit and loss account for the period.
Borrowing costs
All borrowing costs are recognised in the profit and loss account in the period
in which they are incurred.
Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts
expected to be paid (or recovered) using the tax rates and laws that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is provided in full on timing differences that exist at the balance
sheet date and that result in an obligation to pay more tax, or a right to pay less
tax in the future. The deferred tax is measured at the rate expected to apply in
the periods in which the timing differences are expected to reverse, based on
the tax rates and laws that are enacted or substantively enacted at the balance
sheet date. Timing differences arise from the inclusion of items of income and
expenditure in taxation computations in periods different from those in which
they are included in the Company Financial Statements. Deferred tax assets are
recognised to the extent that it is regarded as more likely than not that they will
be recovered. Deferred tax assets and liabilities are not discounted.
Financial instruments
Financial assets and financial liabilities in respect of financial instruments are
recognised on the Company Balance Sheet when the Company becomes a party
to the contractual provisions of the instrument.
Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Company are classified
according to the substance of the contractual arrangements entered into and the
definitions of a financial liability and an equity instrument. An equity instrument is
any contract that evidences a residual interest in the assets of the Company after
deducting all of its liabilities and includes no obligation to deliver cash or other
financial assets. The accounting policies adopted for specific financial liabilities
and equity instruments are set out below.
Capital market and bank borrowings
Interest-bearing loans and overdrafts are initially measured at fair value (which is
equal to cost at inception) and are subsequently measured at amortised cost
using the effective interest rate method, except where they are identified as a
hedged item in a fair value hedge. Any difference between the proceeds net of
transaction costs and the settlement or redemption of borrowings is recognised
over the term of the borrowing.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received,
net of direct issue costs.
Derivative financial instruments and hedge accounting
The Company’s activities expose it to the financial risks of changes in foreign
exchange rates and interest rates.
The use of financial derivatives is governed by the Group’s policies approved by
the Board of directors, which provide written principles on the use of financial
derivatives consistent with the Group’s risk management strategy.
Derivative financial instruments are initially measured at fair value on the contract
date and are subsequently re-measured to fair value at each reporting date.
The Company designates certain derivatives as hedges of the change of fair
value of recognised assets and liabilities (“fair value hedges”). Hedge accounting
is discontinued when the hedging instrument expires or is sold, terminated or
exercised, or no longer qualifies for hedge accounting.
Vodafone Group Plc Annual Report 2008 135

Vodafone – Financials
Notes to the Company Financial Statements continued
2. Significant accounting policies continued
Fair value hedges
The Company’s policy is to use derivative instruments (primarily interest rate swaps) to convert a proportion of its fixed rate debt to floating rates in order to hedge the
interest rate risk arising, principally, from capital market borrowings.
The Company designates these as fair value hedges of interest rate risk with changes in fair value of the hedging instrument recognised in the profit and loss account
for the period together with the changes in the fair value of the hedged item due to the hedged risk, to the extent the hedge is effective. The ineffective portion is
recognised immediately in the profit and loss account.
Share-based payments
The Group operates a number of equity settled share based compensation plans for the employees of subsidiary undertakings using the Company’s equity
instruments. The fair value of the compensation given in respect of these share based compensation plans is recognised as a capital contribution to the Company’s
subsidiary undertakings over the vesting period. The capital contribution is reduced by any payments received from subsidiary undertakings in respect of these sharebased
payments.
Dividends paid and received
Dividends paid and received are included in the Company Financial Statements in the period in which the related dividends are actually paid or received or, in respect
of the Company’s final dividend for the year, approved by shareholders.
Pensions
The Company is the sponsoring employer of the Vodafone Group Pension Scheme, a defined benefit pension scheme. The Company is unable to identify its share
of the underlying assets and liabilities of the Vodafone Group Pension Scheme on a consistent and reasonable basis. Therefore, the Company has applied the
guidance within FRS 17 to account for defined benefit schemes as if they were defined contribution schemes and recognise only the contribution payable each year.
The Company had no contributions payable for the years ended 31 March 2008 and 31 March 2007.
3. Fixed assets
Shares in Group undertakings
£m
Cost:
1 April 2007 72,322
Additions 24
Capital contributions arising from share-based payments 107
Contributions received in relation to share-based payments (191)
Disposals (2,069)
31 March 2008 70,193
Amounts provided for:
1 April 2007 5,183
Amounts provided for during the year 88
31 March 2008 5,271
Net book value:
31 March 2007 67,139
31 March 2008 64,922
At 31 March 2008, the Company had the following principal subsidiary undertakings:
Country of Percentage
Name Principal activity incorporation shareholding
Vodafone European Investments Holding company England 100.0
Vodafone Group Services Limited Global products and services provider England 100.0
4. Debtors
2008 2007
£m £m
Amounts falling due within one year:
Amounts owed by subsidiary undertakings 125,838 99,071
Taxation recoverable 137 137
Other debtors 124 196
126,099 99,404
Amounts falling due after more than one year:
Deferred taxation 4 3
Other debtors 817 224
821 227
136 Vodafone Group Plc Annual Report 2008

5. Creditors
2008 2007
£m £m
Amounts falling due within one year:
Bank loans and other loans 4,442 3,656
Amounts owed to subsidiary undertakings 93,891 72,568
Group relief payable 42 101
Other creditors 393 82
Accruals and deferred income 16 8
98,784 76,415
Amounts falling due after more than one year:
Other loans 14,409 14,216
Other creditors 173 172
14,582 14,388
Included in amounts falling due after more than one year are other loans of £8,279 million, which are due in more than five years from 1 April 2008 and are payable
otherwise than by instalments. Interest payable on this debt ranges from 3.625% to 7.875%.
6. Share capital
2008 2007
Number £m Number £m
Authorised:
Ordinary shares of 113 / 3
7 US cents each (2007: 11 /7 US cents) 68,250,000,000 4,875 68,250,000,000 4,875
B shares of 15 pence each 38,563,935,574 5,784 38,563,935,574 5,784
Deferred shares of 15 pence each 28,036,064,426 4,206 28,036,064,426 4,206
Ordinary shares allotted, issued and fully paid (1) :
1 April 58,085,695,298 4,172 66,251,332,784 4,165
Allotted during the year 169,360,427 10 118,241,919 7
Consolidated during the year – – (8,283,879,405) –
31 March 58,255,055,725 4,182 58,085,695,298 4,172
B shares allotted, issued and fully paid (2) :
1 April 132,001,365 20 – –
Issued during the year – – 66,271,035,240 9,941
Redeemed during the year (44,572,227) (7) (38,102,969,449) (5,715)
Converted to deferred shares and subsequently cancelled during the year – – (28,036,064,426) (4,206)
31 March 87,429,138 13 132,001,365 20
Notes:
(1) At 31 March 2008, the Company held 5,127,457,690 (2007: 5,245,547,674) treasury shares with a nominal value of £368 million (2007: £377 million) and 50,000 (2007: 50,000) 7% cumulative
fixed rate shares of £1 each were authorised, allotted, issued and fully paid by the Company.
(2) On 31 July 2006, Vodafone Group Plc undertook a return of capital to shareholders via a B share scheme and associated share consolidation. A total of 66,271,035,240 B shares were issued on that
day, and 66,271,035,240 existing ordinary shares of 10 US cents each were consolidated into 57,987,155,835 new ordinary shares of 11 3 / 7 cents each. B shareholders were given the alternatives of
initial redemption or future redemption at 15 pence per share or the payment of an initial dividend of 15 pence per share. The initial redemption took place on 4 August 2006 with future
redemption dates on 5 February and 5 August each year until 5 August 2008 when the Company expects to exercise its right to redeem all B shares still in issue at their nominal value of 15 pence.
B shareholders that chose future redemption are entitled to receive a continuing non-cumulative dividend of 75 per cent of sterling LIBOR payable semi-annually in arrear until they are
redeemed. B shareholders are only entitled to receive notice of (or attend, speak or vote at) any general meeting if the business includes a resolution for the winding up of the Company. If the
Company is wound up, the holders of the B shares are entitled, before any payment to the ordinary shareholders, to repayment of the amount paid up on each B share together with any
outstanding entitlement to the B share continuing dividend.
By 31 March 2008, total capital of £9,011 million had been returned to shareholders, £5,720 million by way of capital redemption and £3,291 million by way of initial dividend (note 8). The outstanding
B share liability at 31 March 2008 has been classified as a financial liability and is disclosed within other creditors falling due within one year (note 5). During the period, a transfer of £7 million
(2007: £9,004 million) in respect of the B shares has been made from the profit and loss account reserve (note 8) to the capital redemption reserve (note 8).
Allotted during the year
Nominal Net
value proceeds
Number £m £m
UK share awards and option scheme awards 152,400,497 9 249
US share awards and option scheme awards 16,959,930 1 24
Total for share awards and option scheme awards 169,360,427 10 273
Vodafone Group Plc Annual Report 2008 137

7. Share-based payments
The Company currently uses a number of equity settled share plans to grant options and shares to the directors and employees of its subsidiary undertakings,
as listed below.
Share option schemes
•
•
•
•
Vodafone Group savings related and Sharesave schemes
Vodafone Group executive schemes
Vodafone Group 1999 Long Term Stock Incentive Plan and ADSs
Other share option plans
Share plans
•
•
Vodafone – Financials
Notes to the Company Financial Statements continued
Share Incentive Plan
Restricted share plans
At 31 March 2008, the Company had 373 million ordinary share options outstanding (2007: 584 million) and 1 million ADS options outstanding (2007: 3 million).
The Company has made a capital contribution to its subsidiary undertakings in relation to share-based payments. At 31 March 2008, the cumulative capital
contribution net of payments received from subsidiary undertakings was £313 million (31 March 2007: £397 million, 1 April 2006: £383 million). During the year ended
31 March 2008, the capital contribution arising from share-based payments was £107 million (2007: £93 million), with payments of £191 million (2007: £79 million)
received from subsidiary undertakings.
Full details of share-based payments, share option schemes and share plans are disclosed in note 20 to the Consolidated Financial Statements.
8. Reserves and reconciliation of movements in equity shareholders’ funds
Share Capital Own Profit Total equity
Share premium redemption Capital Other shares and loss shareholders’
capital account reserve reserve reserves held account funds
£m £m £m £m £m £m £m £m
1 April 2007 4,172 43,572 9,132 88 1,026 (8,044) 26,021 75,967
Allotments of shares 10 277 – – – – – 287
Own shares released on vesting
of share awards – – – – – 177 – 177
Profit for the financial year – – – – – – 5,782 5,782
Dividends – – – – – – (3,653) (3,653)
Capital contribution given relating to
share-based payments – – – – 107 – – 107
Contribution received relating to
share-based payments – – – – (191) – – (191)
Transfer of B share nominal value
issued in respect of own shares
deferred and cancelled – (915) 915 – – – – –
B share capital redemption – – 7 – – – (7) –
31 March 2008 4,182 42,934 10,054 88 942 (7,867) 28,143 78,476
The profit for the financial year dealt with in the accounts of the Company is £5,782 million (2007: £11,126 million). Under English law, the amount available for
distribution to shareholders is based upon the profit and loss reserve of the Company and is reduced by the amount of own shares held and is limited by statutory
or other restrictions.
The auditor’s remuneration for audit services and non-audit services to the Company was less than £1 million (2007: £1 million) and £0.4 million (2007: £0.5 million),
respectively.
The directors are remunerated by Vodafone Group Plc for their services to the Group as a whole. No remuneration was paid to them specifically in respect of their
services to Vodafone Group Plc for either year. Full details of the directors’ remuneration are disclosed in “Directors’ Remuneration” on pages 71 to 81.
There were no employees other than directors of the Company throughout the current or the preceding year.
138 Vodafone Group Plc Annual Report 2008

9. Equity dividends
2008 2007
£m £m
Declared during the financial year:
Final dividend for the year ended 31 March 2007: 4.41 pence per share (2006: 3.87 pence per share) 2,331 2,328
Interim dividend for the year ended 31 March 2008: 2.49 pence per share (2007: 2.35 pence per share) 1,322 1,238
Proposed after the balance sheet date and not recognised as a liability:
Final dividend for the year ended 31 March 2008: 5.02 pence per share
3,653 3,566
(2007: 4.41 pence per share) 2,667 2,331
10. Contingent liabilities
2008 2007
£m £m
Performance bonds 30 87
Credit guarantees – third party indebtedness 4,208 1,278
Other guarantees and contingent liabilities 255 10
Performance bonds
Performance bonds require the Company to make payments to third parties in the event that the Company or its subsidiary undertakings do not perform what is
expected of them under the terms of any related contracts.
Company performance bonds include £26 million (2007: £57 million) in respect of undertakings to roll out third generation networks in Spain.
Credit guarantees – third party indebtedness
Credit guarantees comprise guarantees and indemnities of bank or other facilities.
During the year ended 31 March 2008, a subsidiary of the Company granted put options exercisable between 8 May 2010 and 8 May 2011 to members of the Essar
group of companies that, if exercised, would allow the Essar group to sell its 33% shareholding in Vodafone Essar to the Group for US$5 billion or to sell between
US$1 billion and US$5 billion worth of Vodafone Essar shares to the Group at an independently appraised fair market value. The Company has guaranteed payment
of up to US$5 billion related to these options.
At 31 March 2008, the Company had also guaranteed debt of Vodafone Finance K.K. amounting to £1,303 million (2007: £1,117 million) and issued guarantees in
respect of notes issued by Vodafone Americas, Inc. amounting to £163 million (2007: £161 million). The Japanese facility expires by March 2011 and the majority
of Vodafone Americas, Inc. bond guarantees expire by July 2008.
Other guarantees and contingent liabilities
Other guarantees principally comprise of a guarantee relating to a bid for a second licence in Qatar of £57 million (2007: nil) and a commitment to the Spanish tax
authorities of £197 million (2007: nil).
Legal proceedings
Details regarding certain legal actions which involve the Company are set out in note 32 to the Consolidated Financial Statements.
Vodafone Group Plc Annual Report 2008 139

Financial calendar for the 2009 financial year
Announcement for quarter ending 30 June 2008 22 July 2008
Half-yearly financial results announcement 11 November 2008
Announcement for quarter ending 31 December 2008 29 January 2009
Preliminary announcement of full year results 19 May 2009
The Company does not publish results announcements in the press; they are
available online at www.vodafone.com.
Dividends
Full details on the dividend amount per share can be found on page 55. Set out below
is information relevant to the final dividend for the year ended 31 March 2008.
Ex-dividend date 4 June 2008
Record date 6 June 2008
Dividend reinvestment plan last election date 11 July 2008
Dividend payment date (1) 1 August 2008
Note:
(1) Payment date for both ordinary shares and ADSs.
Dividend payment methods
Holders of ordinary shares can:
•
•
•
have cash dividends paid direct to a bank or building society account; or
have cash dividends paid in the form of a cheque; or
elect to use the cash dividends to purchase more Vodafone shares under the
Dividend Reinvestment Plan (see below).
If a holder of ordinary shares does decide to receive cash dividends, it is recommended
that these are paid directly to the shareholder’s bank or building society account via BACS
for UK account holders or EFTS for Irish account holders. Ordinary shareholders resident
outside the UK and Eurozone can also have their dividends paid into their bank account
directly via the Company’s Registrars’ Global Payments service. Details and terms and
conditions may be viewed at www.computershare.com/uk/investor/GPS. This avoids
the risk of cheques being lost in the post and means the dividend will be in the
shareholder’s account on the dividend payment date. The shareholder will be sent a tax
voucher confirming the amount of dividend and the account into which it has been paid.
Please contact the Company’s Registrars for further details.
Holders of ADSs can:
•
•
•
Vodafone – Additional Information
Shareholder Information
have cash dividends paid direct to a bank account; or
have cash dividends paid by cheque; or
elect to have the dividends reinvested to purchase additional Vodafone ADSs.
Dividend reinvestment
The Company offers a Dividend Reinvestment Plan which allows holders of
ordinary shares who choose to participate to use their cash dividends to acquire
additional shares in the Company. These are purchased on their behalf by the
Plan Administrator through a low cost dealing arrangement.
For ADS holders, The Bank of New York Mellon maintains a Global BuyDIRECT Plan
for the Company, which is a direct purchase and sale plan for depositary receipts,
with a dividend reinvestment facility.
Final B share redemption date
In accordance with the terms of the 2006 return of capital and share consolidation,
the Company currently intends to redeem all B shares then in issue on 5 August
2008 at their nominal value of 15 pence per B share.
Telephone share dealing
A telephone share dealing service with the Company’s Registrars is available for
holders of ordinary shares. The service is available from 8.00 am to 4.30 pm, Monday
to Friday, excluding bank holidays, on telephone number +44 (0)870 703 0084.
Detailed terms and conditions are available on request by calling the above number.
Internet share dealing
An internet share dealing service is available for holders of ordinary shares who want
either to buy or sell ordinary shares. Further information about this service can be
obtained from the Company’s Registrars on +44 (0)870 702 0198 or by logging onto
www.computershare.com/dealing/uk.
Online shareholder services
The Company provides a number of shareholder services online at www.vodafone.
com/shareholder, where shareholders may:
•
•
•
•
•
•
register to receive electronic shareholder communications. Benefits to
shareholders include faster receipt of communications, such as annual reports,
with cost and time savings for the Company. Electronic shareholder
communications are also more environmentally friendly;
view a live webcast of the AGM of the Company on 29 July 2008. A recording will
be available to view after that date;
view and/or download the 2008 Annual Report;
check the current share price;
calculate dividend payments; and
use interactive tools to calculate the value of shareholdings, change registered
address or dividend mandate instructions, look up the historic price on a particular
date and chart Vodafone ordinary share price changes against indices.
Registrars and Transfer Office
If private shareholders have any enquiries about their holding of ordinary shares, such as a change of address, change of ownership or dividend payments, they
should contact the Company’s Registrar at the address or telephone number below. Computershare Investor Services PLC maintain the Vodafone Group Plc share
register and holders of ordinary shares may view and update details of their shareholding via the Registrars’ Investor Centre at www.computershare.com/uk/
investorCentre.
ADS holders should address any queries or instructions regarding their holdings to the Depositary Bank for the Company’s ADR programme at the address or
telephone number below. ADS holders can view their account balances and transaction history, sell shares and request certificates from their Global BuyDIRECT
Plan at www.Stockbny.com.
The Registrar (Holders of ordinary shares resident in Ireland):
Computershare Investor Services PLC Computershare Investor Services (Ireland) Limited
PO Box 82 PO Box 9742
The Pavilions Dublin 18 Ireland
Bridgwater Road, Bristol BS99 7NH England Telephone: 0818 300 999
Telephone: +44 (0)870 702 0198 Email: web.queries@computershare.ie
Email: web.queries@computershare.co.uk
ADR Depositary (Enquiries in relation to the Global BuyDIRECT Plan)
The Bank of New York Mellon The Bank of New York Mellon
Investor Relations Dept, PO Box 11258 Investment Services Dept
Church Street, Station PO Box 1958, Newark
New York, NY 10286 -1258 USA New Jersey 07101 – 1958 USA
Telephone: 1 800 233 5601 (toll free) or, for calls outside the USA,
+1 212 815 3700 (not toll free) and enter company number 2160
140 Vodafone Group Plc Annual Report 2008

Shareholders and other interested parties can also receive Company press
releases, including London Stock Exchange announcements, by registering for
Vodafone News via the Company’s website at www.vodafone.com/start/misc/
register_for_news.html. Registering for Vodafone News will enable users to:
•
•
access the latest news from their mobile; and
have news automatically e-mailed to them.
Annual General Meeting
The twenty-fourth AGM of the Company will be held at The Queen Elizabeth II
Conference Centre, Broad Sanctuary, Westminster, London SW1 on 29 July 2008
at 11.00 a.m.
A combined Review of the Year and Notice of AGM, including details of the
business to be conducted at the AGM, will be circulated to shareholders and can
be viewed at the Company’s website – www.vodafone.com/agm.
The AGM will be transmitted via a live webcast and can be viewed at the
Company’s website – www.vodafone.com/start/investor_relations/agm.html –
on the day of the meeting and a recording will be available to view after that date.
ShareGift
The Company supports ShareGift, the charity share donation scheme (registered
charity number 1052686). Through ShareGift, shareholders who have only a very
small number of shares, which might be considered uneconomic to sell, are able
to donate them to charity. Donated shares are aggregated and sold by ShareGift,
the proceeds being passed on to a wide range of UK charities. Donating shares to
charity gives rise neither to a gain nor a loss for UK Capital Gains Tax purposes and UK
taxpayers may also be able to claim income tax relief on the value of the donation.
ShareGift transfer forms specifically for the Company’s shareholders are available
from the Company’s Registrars, Computershare Investor Services PLC, and, even if
the share certificate has been lost or destroyed, the gift can be completed. The
service is generally free. However, there may be an indemnity charge for a lost or
destroyed share certificate where the value of the shares exceeds £100. Further
details about ShareGift can be obtained from its website at www.ShareGift.org or at
17 Carlton House Terrace, London SW1Y 5AH (telephone: +44 (0)20 7930 3737).
The Unclaimed Assets Register
The Company participates in the Unclaimed Assets Register, which provides
a search facility for financial assets which may have been forgotten and which
donates a proportion of its public search fees to a group of three UK charities
(Age Concern, NSPCC and Scope). For further information, contact The Unclaimed
Assets Register, Cardinal Place, 6th Floor, 80 Victoria Street, London SW1E 5JL
(telephone: +44 (0)870 241 1713), or visit its website at www.uar.co.uk.
Share price history
Upon flotation of the Company on 11 October 1988, the ordinary shares were
valued at 170 pence each. On 16 September 1991, when the Company was finally
demerged, for UK taxpayers the base cost of Racal Electronics Plc shares was
apportioned between the Company and Racal Electronics Plc for Capital Gains Tax
purposes in the ratio of 80.036% and 19.964% respectively. Opening share prices
on 16 September 1991 were 332 pence for each Vodafone share and 223 pence
for each Racal share.
On 21 July 1994, the Company effected a bonus issue of two new shares for every
one then held and, on 30 September 1999, it effected a bonus issue of four new
shares for every one held at that date. The flotation and demerger share prices,
therefore, may be restated as 11.333 pence and 22.133 pence, respectively.
The share price at 31 March 2008 was 150.9 pence (31 March 2007: 135.5 pence).
The share price on 23 May 2008 was 160.4 pence.
The following tables set out, for the periods indicated, (i) the reported high and
low middle market quotations of ordinary shares on the London Stock Exchange,
(ii) the reported high and low sales prices of ordinary shares on the Frankfurt Stock
Exchange, and (iii) the reported high and low sales prices of ADSs on the NYSE.
The Company’s ordinary shares were listed on the Frankfurt Stock Exchange
from 3 April 2000 until 23 March 2004 and, therefore, information has not been
provided for periods outside these dates.
On 31 July 2006, the Group returned approximately £9 billion to shareholders
in the form of a B share arrangement. As part of this arrangement, and in order
to facilitate historical share price comparisons, the Group’s share capital was
consolidated on the basis of seven new ordinary shares for every eight ordinary
shares held at this date. Share prices in the five and two year data tables below
have not been restated to reflect this consolidation.
Five year data on an annual basis
London Stock Frankfurt Stock
Exchange Exchange
Pounds per Euros per NYSE
ordinary share ordinary share Dollars per ADS
Financial Year High Low High Low High Low
2003/2004 1.50 1.12 2.22 1.59 27.88 18.10
2004/2005 1.49 1.14 – – 28.54 20.83
2005/2006 1.55 1.09 – – 28.04 19.32
2006/2007 1.54 1.08 – – 29.85 20.07
2007/2008 1.98 1.36 – – 40.87 26.88
Two year data on a quarterly basis
London Stock
Exchange
Pounds per NYSE
ordinary share Dollars per ADS
Financial Year
2006/2007
High Low High Low
First Quarter 1.30 1.14 24.23 21.07
Second Quarter 1.24 1.08 22.93 20.07
Third Quarter 1.47 1.20 29.00 22.61
Fourth Quarter
2007/2008
1.54 1.34 29.85 25.94
First Quarter 1.69 1.36 33.87 26.88
Second Quarter 1.79 1.47 36.52 29.13
Third Quarter 1.98 1.67 40.87 34.32
Fourth Quarter
2008/2009
1.94 1.46 38.27 29.27
First Quarter (1) 1.68 1.50 32.82 29.74
Note:
(1) Covering period up to 23 May 2008.
Six month data on a monthly basis
London Stock
Exchange
Pounds per NYSE
ordinary share Dollars per ADS
Financial Year High Low High Low
November 2007 1.98 1.77 40.87 36.62
December 2007 1.90 1.80 38.36 36.00
January 2008 1.94 1.62 38.27 31.27
February 2008 1.83 1.59 35.95 31.40
March 2008 1.64 1.46 32.10 29.27
April 2008 1.62 1.49 32.23 29.57
May 2008 (1) 1.68 1.59 32.82 30.82
Note:
(1) High and low share prices for May 2008 only reported until 23 May 2008.
The current authorised share capital comprises 68,250,000,000 ordinary shares
of $0.11 3 / 7 each and 50,000 7% cumulative fixed rate shares of £1.00 each and
38,563,935,574 B shares of £0.15 each and 28,036,064,426 deferred shares of
£0.15 pence each.
Inflation and foreign currency translation
Inflation
Inflation has not had a significant effect on the Group’s results of operations and
financial condition during the three years ended 31 March 2008.
Vodafone Group Plc Annual Report 2008 141

Vodafone – Additional Information
Shareholder Information continued
Foreign currency translation
The following table sets out the pounds sterling exchange rates of the other
principal currencies of the Group, being: “euros”, “€” or “eurocents”, the currency
of the EU Member States which have adopted the euro as their currency, and
“US dollars”, “$”, “cents” or “¢”, the currency of the United States.
At year ended Change
Currency (=£1) 2008 2007 %
Average:
Euro 1.42 1.48 (4.1)
US dollar 2.01 1.89 6.3
At 31 March:
Euro 1.26 1.47 (14.3)
US dollar 1.99 1.97 1.0
The following table sets out, for the periods and dates indicated, the period end,
average, high and low exchanges rates for pounds sterling expressed in US dollars
per £1.00.
Year ended 31 March Period end Average High Low
2004 1.84 1.69 1.90 1.55
2005 1.89 1.85 1.96 1.75
2006 1.74 1.79 1.92 1.71
2007 1.97 1.89 1.98 1.74
2008 1.99 2.01 2.11 1.94
Month High Low
November 2007 2.11 2.05
December 2007 2.07 1.98
January 2008 1.99 1.95
February 2008 1.99 1.94
March 2008 2.03 1.98
April 2008 2.00 1.96
Markets
Ordinary shares of Vodafone Group Plc are traded on the London Stock Exchange
and, in the form of ADSs, on the NYSE. The Company had a total market
capitalisation of approximately £86.8 billion at 23 May 2008, making it the third
largest listing in The Financial Times Stock Exchange 100 index and the 24 th largest
company in the world based on market capitalisation at that date.
ADSs, each representing ten ordinary shares, are traded on the NYSE under the
symbol ‘VOD’. The ADSs are evidenced by ADRs issued by The Bank of New York
Mellon, as Depositary, under a Deposit Agreement, dated as of 12 October 1988, as
amended and restated as of 26 December 1989, as further amended and restated
as of 16 September 1991, as further amended and restated as of 30 June 1999,
and as further amended and restated as of 31 July 2006 between the Company,
the Depositary and the holders from time to time of ADRs issued thereunder.
ADS holders are not members of the Company but may instruct The Bank of New
York Mellon on the exercise of voting rights relative to the number of ordinary
shares represented by their ADSs. See “Memorandum and Articles of Association
and applicable English law – Rights attaching to the Company’s shares – Voting
rights” on page 143.
Shareholders at 31 March 2008
Number of % of total
Number of ordinary shares held accounts issued shares
1 – 1,000 443,176 0.21
1,001 – 5,000 81,173 0.30
5,001– 50,000 25,087 0.55
50,001 – 100,000 1,158 0.14
100,001– 500,000 1,142 0.45
More than 500,000 1,757 98.35
553,493 100.00
Geographical analysis of shareholders
At 31 March 2008, approximately 51.58% of the Company’s shares were held in
the UK, 33.64% in North America, 11.73% in Europe (excluding the UK) and 3.05%
in the rest of the world.
142 Vodafone Group Plc Annual Report 2008
Major shareholders
The Bank of New York Mellon, as custodian of the Company’s ADR programme,
held approximately 12.6% of the Company’s ordinary shares of $0.11 3 / 7 each at
23 May 2008 as nominee. The total number of ADRs outstanding at 23 May 2008
was 670,777,009. At this date, 1,182 holders of record of ordinary shares had
registered addresses in the United States and in total held approximately 0.006%
of the ordinary shares of the Company. At 23 May 2008, the following percentage
interests in the ordinary share capital of the Company, disclosable under the
Disclosure and Transparency Rules, (DTR 5), have been notified to the directors:
Shareholder Shareholding
AXA S.A. 5.81%
Legal & General Group Plc 4.53%
The rights attaching to the ordinary shares of the Company held by this
shareholder are identical in all respects to the rights attaching to all the ordinary
shares of the Company. The directors are not aware, at 23 May 2008, of any other
interest of 3% or more in the ordinary share capital of the Company. The Company
is not directly or indirectly owned or controlled by any foreign government or any
other legal entity. There are no arrangements known to the Company that could
result in a change of control of the Company.
Memorandum and Articles of Association and applicable
English law
The following description summarises certain provisions of the Company’s
Memorandum and Articles of Association and applicable English law. This summary
is qualified in its entirety by reference to the Companies Act 1985 of England and
Wales, as amended and the Companies Act 2006 of England and Wales (the
“Companies Acts”), and the Company’s Memorandum and Articles of Association.
Information on where shareholders can obtain copies of the Memorandum and
Articles of Association is provided under “Documents on display” on page 144.
All of the Company’s ordinary shares are fully paid. Accordingly, no further contribution
of capital may be required by the Company from the holders of such shares.
English law specifies that any alteration to the Articles of Association must be
approved by a special resolution of the shareholders.
A resolution to change the Articles of Association in order to comply with the
Companies Act 2006 will be put to shareholders at the 2008 AGM.
The Company’s objects
The Company is a public limited company under the laws of England and Wales.
The Company is registered in England and Wales under the name Vodafone Group
Public Limited Company, with the registration number 1833679. The Company’s
objects are set out in the fourth clause of its Memorandum of Association and cover
a wide range of activities, including to carry on the business of a holding company,
to carry on business as dealers in, operators, manufacturers, repairers, designers,
developers, importers and exporters of electronic, electrical, mechanical and
aeronautical equipment of all types as well as to carry on all other businesses
necessary to attain the Company’s objectives. The Memorandum of Association
grants the Company a broad range of powers to affect its objects.
Directors
The Company’s Articles of Association provide for a Board of directors, consisting
of not fewer than three directors, who shall manage the business and affairs of
the Company.
The directors are empowered to exercise all the powers of the Company subject
to any restrictions in the Articles of Association.
Under the Company’s Articles of Association, a director cannot vote in respect of
any proposal in which the director, or any person connected with the director, has
a material interest other than by virtue of the director’s interest in the Company’s
shares or other securities. However, this restriction on voting does not apply to
resolutions (a) giving the director or a third party any guarantee, security or
indemnity in respect of obligations or liabilities incurred at the request of or for
the benefit of the Company, (b) giving any guarantee, security or indemnity to the
director or a third party in respect of obligations of the Company for which the
director has assumed responsibility under an indemnity or guarantee, (c) relating
to an offer of securities of the Company in which the director participates as a
holder of shares or other securities or in the underwriting of such shares or
securities, (d) concerning any other company in which the director (together with

any connected person) is a shareholder or an officer or is otherwise interested,
provided that the director (together with any connected person) is not interested
in 1% or more of any class of the company’s equity share capital or the voting
rights available to its shareholders, (e) relating to the arrangement of any
employee benefit in which the director will share equally with other employees
and (f) relating to any insurance that the Company purchases or renews for its
directors or any group of people, including directors.
The directors are empowered to exercise all the powers of the Company to
borrow money, subject to the limitation that the aggregate amount of all liabilities
and obligations of the Group outstanding at any time shall not exceed an amount
equal to 1.5 times the aggregate of the Group’s share capital and reserves
calculated in the manner prescribed in the Articles of Association, unless
sanctioned by an ordinary resolution of the Company’s shareholders.
The Company can make market purchases of its own shares or agree to do so in
the future, provided it is duly authorised by its members in a general meeting and
subject to and in accordance with Section 166 of the Companies Act 1985.
In accordance with the Company’s Articles of Association, directors retiring at
each AGM are those last elected or re-elected at or before the AGM held in the
third calendar year before the current year. In 2005, the Company reviewed its
policy regarding the retirement and re-election of directors and, although it is not
intended to amend the Company’s Articles in this regard, the Board has decided,
in the interests of good corporate governance, that all of the directors should
offer themselves for re-election annually. Accordingly, all the directors not retiring
will submit themselves for re-election at the 2008 AGM.
No person is disqualified from being a director or is required to vacate that office
by reason of age.
Directors are not required, under the Company’s Articles of Association, to hold any
shares of the Company as a qualification to act as a director, although executive
directors participating in long term incentive plans must comply with the Company’s
share ownership guidelines. In accordance with best practice in the UK for corporate
governance, compensation awarded to executive directors is decided by a
remuneration committee consisting exclusively of non-executive directors.
In addition, as required by The Directors’ Remuneration Report Regulations,
the Board has, since 2003, prepared a report to shareholders on the directors’
remuneration which complies with the Regulations (see pages 71 to 81).
The report is also subject to a shareholder vote.
Rights attaching to the Company’s shares
At 31 March 2008, the issued share capital of the Company was comprised of
50,000 7% cumulative fixed rate shares of £1.00 each, 53,127,598,035 ordinary
shares (excluding treasury shares) of US$0.11 3 / 7 each and 87,429,138 B shares
of 15 pence each.
Dividend rights
Holders of 7% cumulative fixed rate shares are entitled to be paid in respect of
each financial year, or other accounting period of the Company, a fixed cumulative
preferential dividend of 7% per annum on the nominal value of the fixed rate
shares. A preferential dividend may only be paid out of available distributable
profits which the directors have resolved should be distributed. The fixed rate
shares do not have any other right to share in the Company’s profits.
Holders of the Company’s ordinary shares may, by ordinary resolution, declare
dividends but may not declare dividends in excess of the amount recommended
by the directors. The Board of directors may also pay interim dividends. No
dividend may be paid other than out of profits available for distribution. Dividends
on ordinary shares will be announced in pounds sterling. Holders of ordinary
shares with a registered address in a euro zone country (defined, for this purpose,
as a country that has adopted the euro as its national currency) will receive their
dividends in euros, exchanged from pounds sterling at a rate fixed by the Board
of directors in accordance with the Articles of Association. Dividends for ADS
holders represented by ordinary shares held by the Depositary will be paid to the
Depositary in US dollars, exchanged from pounds sterling at a rate fixed by the
directors in accordance with the Articles of Association, and the Depositary will
distribute them to the ADS holders.
If a dividend has not been claimed for one year after the date of the resolution
passed at a general meeting declaring that dividend or the resolution of the
directors providing for payment of that dividend, the directors may invest the
dividend or use it in some other way for the benefit of the Company until the
dividend is claimed. If the dividend remains unclaimed for 12 years after the
relevant resolution either declaring that dividend or providing for payment of
that dividend, it will be forfeited and belong to the Company.
Holders of outstanding B shares in issue are entitled to accrue a continuing
dividend at the rate of 75% of sterling LIBOR, payable semi-annually in arrears, on
all future redemption dates until final redemption on 5 August 2008. The B shares
do not have any other right to share in the profits of the Company.
Special distribution
At an Extraordinary General Meeting of the Company on 25 July 2006, shareholders
approved a distribution of capital of approximately £9 billion by way of a B share
scheme, equating to 15 pence per B share for every ordinary share in issue at
28 July 2006. The Company has made payments against B shares redeemed
in August 2006, February 2007, August 2007 and February 2008. The Company
intends to redeem all outstanding B shares in issue, on 5 August 2008.
Voting rights
The Company’s Articles of Association provide that voting on Substantive
Resolutions (i.e. any resolution which is not a Procedural Resolution) at a general
meeting shall be decided on a poll. On a poll, each shareholder who is entitled
to vote and is present in person or by proxy has one vote for every share held.
Procedural Resolutions (such as a resolution to adjourn a General Meeting or
a resolution on the choice of Chairman of a General Meeting) shall be decided
on a show of hands, where each shareholder who is present at the meeting has
one vote regardless of the number of shares held, unless a poll is demanded.
In addition, the Articles of Association allow persons appointed as proxies of
shareholders entitled to vote at general meetings to vote on a show of hands,
as well as to vote on a poll and attend and speak at general meetings. Holders of
the Company’s ordinary shares do not have cumulative voting rights.
Under English law, two shareholders present in person constitute a quorum for
purposes of a general meeting, unless a company’s articles of association specify
otherwise. The Company’s Articles of Association do not specify otherwise, except
that the shareholders do not need to be present in person, and may instead be
present by proxy, to constitute a quorum.
Under English law, shareholders of a public company such as the Company are
not permitted to pass resolutions by written consent.
Record holders of the Company’s ADSs are entitled to attend, speak and vote on
a poll or a show of hands at any general meeting of the Company’s shareholders
by the Depositary’s appointment of them as corporate representatives with
respect to the underlying ordinary shares represented by their ADSs. Alternatively,
holders of ADSs are entitled to vote by supplying their voting instructions to the
Depositary or its nominee, who will vote the ordinary shares underlying their
ADSs in accordance with their instructions.
Employees are able to vote any shares held under the Vodafone Group Share
Incentive Plan and “My ShareBank” (a vested share account) through the
respective plan’s trustees.
Holders of the Company’s 7% cumulative fixed rate shares are only entitled to
vote on any resolution to vary or abrogate the rights attached to the fixed rate
shares. Holders have one vote for every fully paid 7% cumulative fixed rate share.
Holders of B shares are only entitled to vote on a proposal to wind up the
Company and have one vote for every fully paid B share held.
Liquidation rights
In the event of the liquidation of the Company, after payment of all liabilities and
deductions in accordance with English law, the holders of the Company’s 7%
cumulative fixed rate shares would be entitled to a sum equal to the capital paid
up on such shares, together with certain dividend payments, in priority to holders
of the Company’s ordinary shares. The holders of the fixed rate shares do not have
any other right to share in the Company’s surplus assets.
The holders of B shares will be entitled, before any payment to holders of the
Company’s ordinary shares but after any payment to holders of the Company’s
7% cumulative fixed rate shares, to repayment of the amount paid up or treated to
be paid up on the nominal value of each B share, together with any outstanding
Vodafone Group Plc Annual Report 2008 143

Vodafone – Additional Information
Shareholder Information continued
entitlement to the B share continuing dividend up to the future redemption date
immediately before the liquidation. The holders of B shares do not have any other
right to share in the Company’s surplus assets.
Pre-emptive rights and new issues of shares
Under Section 80 of the Companies Act 1985, directors are, with certain
exceptions, unable to allot relevant securities without the authority of the
shareholders in a general meeting. Relevant securities as defined in the
Companies Act include the Company’s ordinary shares or securities convertible
into the Company’s ordinary shares. In addition, Section 89 of the Companies Act
1985 imposes further restrictions on the issue of equity securities (as defined in
the Companies Act, which include the Company’s ordinary shares and securities
convertible into ordinary shares) which are, or are to be, paid up wholly in cash
and not first offered to existing shareholders. The Company’s Articles of Association
allow shareholders to authorise directors for a period up to five years to allot
(a) relevant securities generally up to an amount fixed by the shareholders and
(b) equity securities for cash other than in connection with a rights issue up to
an amount specified by the shareholders and free of the restriction in Section 89.
In accordance with institutional investor guidelines, the amount of relevant
securities to be fixed by shareholders is normally restricted to one third of the
existing issued ordinary share capital, and the amount of equity securities to be
issued for cash other than in connection with a rights issue is restricted to 5%
of the existing issued ordinary share capital.
Disclosure of interests in the Company’s shares
There are no provisions in the Articles of Association whereby persons acquiring,
holding or disposing of a certain percentage of the Company’s shares are required
to make disclosure of their ownership percentage, although such requirements
exist under rules derived by the Disclosure and Transparency Rules (“DTRs”).
The basic disclosure requirement upon a person acquiring or disposing of shares
carrying voting rights is an obligation to provide written notification to the
Company, including certain details as set out in DTR 5, where the percentage
of the person’s voting rights which he holds as shareholder or through his direct
or indirect holding of financial instruments (falling within DTR 5.3.1R) reaches
or exceeds 3% and reaches, exceeds or falls below each 1% threshold thereafter.
Under Section 793 of the Companies Act 2006, the Company may, by notice
in writing, require a person that the Company knows or has reasonable cause to
believe is, or was during the preceding three years, interested in the Company’s
shares to indicate whether or not that is correct and, if that person does or did
hold an interest in the Company’s shares, to provide certain information as set
out in the Companies Act 2006. DTR 3 deals with the disclosure by persons
“discharging managerial responsibility” and their connected persons of the
occurrence of all transactions conducted on their account in the shares in the
Company. Part 28 of The Companies Act 2006 sets out the statutory functions
of the Panel on Takeovers & Mergers (the “Panel”). The Panel is responsible for
issuing and administering the Code on Takeovers & Mergers and governs disclosure
requirements on all parties to a takeover with regard to dealings in the securities
of an offeror or offeree company and also on their respective associates during
the course of an offer period.
General meetings and notices
Annual general meetings are held at such times and place as determined by the
directors of the Company. The directors may also, when they think fit, convene
an extraordinary general meeting of the Company. General meetings may also
be convened on requisition as provided by the Companies Acts.
An annual general meeting and an extraordinary general meeting called for the
passing of a special resolution needs to be called by not less than twenty-one
days’ notice in writing and all other extraordinary general meetings by not less
than fourteen days’ notice in writing. The directors may determine that persons
entitled to receive notices of meetings are those persons entered on the register
at the close of business on a day determined by the directors but not later than
twenty-one days before the date the relevant notice is sent. The notice may also
specify the record date, which shall not be more than forty-eight hours before
the time fixed for the meeting.
Shareholders must provide the Company with an address or (so far as the
Companies Acts allow) an electronic address or fax number in the United Kingdom
in order to be entitled to receive notices of shareholders’ meetings and other
notices and documents. In certain circumstances, the Company may give notices
to shareholders by advertisement in newspapers in the United Kingdom. Holders
144 Vodafone Group Plc Annual Report 2008
of the Company’s ADSs are entitled to receive notices under the terms of the
Deposit Agreement relating to the ADSs.
Under Section 336 of the Companies Act 2006, the annual general meeting
of shareholders must be held each calendar year and within six months of the
Company’s year end.
Electronic communications
The Company may, subject to and in accordance with the Companies Act 2006,
communicate all shareholder information by electronic means, including by
making such information available on a website, with notification that such
information shall be available on the website.
Variation of rights
If, at any time, the Company’s share capital is divided into different classes of shares,
the rights attached to any class may be varied, subject to the provisions of the
Companies Acts, either with the consent in writing of the holders of three fourths
in nominal value of the shares of that class or upon the adoption of an extraordinary
resolution passed at a separate meeting of the holders of the shares of that class.
At every such separate meeting, all of the provisions of the Articles of Association
relating to proceedings at a general meeting apply, except that (a) the quorum is
to be the number of persons (which must be at least two) who hold or represent
by proxy not less than one-third in nominal value of the issued shares of the class
or, if such quorum is not present on an adjourned meeting, one person who holds
shares of the class regardless of the number of shares he holds, (b) any person
present in person or by proxy may demand a poll, and (c) each shareholder will
have one vote per share held in that particular class in the event a poll is taken.
Class rights are deemed not to have been varied by the creation or issue of new shares
ranking equally with or subsequent to that class of shares in sharing in profits or assets
of the Company or by a redemption or repurchase of the shares by the Company.
Limitations on voting and shareholding
As far as the Company is aware, there are no limitations imposed on the transfer,
holding or voting of the Company’s shares other than those limitations that would
generally apply to all of the shareholders. No shareholder has any securities
carrying special rights with regard to control of the Company.
Documents on display
The Company is subject to the information requirements of the US Securities and
Exchange Act of 1934 applicable to foreign private issuers. In accordance with
these requirements, the Company files its Annual Report on Form 20-F and other
related documents with the SEC. These documents may be inspected at the
SEC’s public reference rooms located at 100 F Street, NE Washington, DC 20549.
Information on the operation of the public reference room can be obtained in the
US by calling the SEC on +1-800-SEC-0330. In addition, some of the Company’s
SEC filings, including all those filed on or after 4 November 2002, are available on
the SEC’s website at www.sec.gov. Shareholders can also obtain copies of the
Company’s Memorandum and Articles of Association from the Vodafone website
at www.vodafone.com or from the Company’s registered office.
Debt securities
Pursuant to an Agreement of Resignation, Appointment and Acceptance, dated
as of 24 July 2007, by and among the Company, The Bank of New York Mellon
and Citibank N.A, The Bank of New York Mellon has become the successor trustee
to Citibank N.A. under the Company’s Indenture dated as of 10 February 2000.
Material contracts
At the date of this Annual Report, the Group is not party to any contracts that are
considered material to the Group’s results or operations, except for its $11.3 billion
credit facilities which are discussed under “Financial Position and Resources” on
page 57.
Exchange controls
There are no UK government laws, decrees or regulations that restrict or affect
the export or import of capital, including but not limited to, foreign exchange
controls on remittance of dividends on the ordinary shares or on the conduct
of the Group’s operations, except as otherwise set out under “Taxation” below.
Taxation
As this is a complex area, investors should consult their own tax adviser regarding
the US federal, state and local, the UK and other tax consequences of owning and
disposing of shares and ADSs in their particular circumstances.

This section relates to shares and ADSs in the Company. Certain specific UK and
other tax consequences of a return of capital share consolidation are discussed
on pages C-1 to C-3. This section describes, primarily for a US holder (as defined
below), in general terms, the principal US federal income tax and UK tax
consequences of owning or disposing of shares or ADSs in the Company held
as capital assets (for US and UK tax purposes). This section does not, however,
cover the tax consequences for members of certain classes of holders subject
to special rules including officers of the Company, employees and holders that,
directly or indirectly, hold 10% or more of the Company’s voting stock.
A US holder is a beneficial owner of shares or ADSs that is for US federal income
tax purposes:
•
•
•
•
a citizen or resident of the United States;
a US domestic corporation;
an estate, the income of which is subject to US federal income tax regardless
of its source; or
a trust, if a US court can exercise primary supervision over the trust’s
administration and one or more US persons are authorised to control all
substantial decisions of the trust.
If a partnership holds the shares or ADSs, the US federal income tax treatment of
a partner will generally depend on the status of the partner and the tax treatment
of the partnership. A partner in a partnership holding the shares or ADSs should
consult its tax advisor with regard to the US federal income tax treatment of an
investment in the shares or ADSs.
This section is based on the Internal Revenue Code of 1986, as amended, its
legislative history, existing and proposed regulations thereunder, published
rulings and court decisions, and on the tax laws of the United Kingdom and the
Double Taxation Convention between the United States and the United Kingdom
(the “Treaty”), all as currently in effect. These laws are subject to change,
possibly on a retroactive basis.
This section is further based in part upon the representations of the Depositary
and assumes that each obligation in the Deposit Agreement and any related
agreement will be performed in accordance with its terms.
Based on this assumption, for purposes of the Treaty and the US-UK double
taxation convention relating to estate and gift taxes (the “Estate Tax Convention”),
and for US federal income tax and UK tax purposes, a holder of ADRs evidencing
ADSs will be treated as the owner of the shares in the Company represented by
those ADSs. Generally, exchanges of shares for ADRs, and ADRs for shares, will not
be subject to US federal income tax or to UK tax, other than stamp duty or stamp
duty reserve tax (see the section on these taxes below).
Taxation of dividends
UK Taxation
Under current UK tax law, no withholding tax will be deducted from dividends paid
by the Company. A shareholder that is a company resident for UK tax purposes
in the United Kingdom will not be taxable on a dividend it receives from the
Company. A shareholder in the Company who is an individual resident for UK tax
purposes in the United Kingdom is entitled, in calculating their liability to UK
income tax, to a tax credit on cash dividends paid on shares in the Company
or ADSs, and the tax credit is equal to one-ninth of the cash dividend.
US Federal Income Taxation
Subject to the PFIC rules described below, a US holder is subject to US federal
income taxation on the gross amount of any dividend paid by the Company out
of its current or accumulated earnings and profits (as determined for US federal
income tax purposes). Dividends paid to a non-corporate US holder in tax years
beginning before 1 January 2011 that constitute qualified dividend income will
be taxable to the holder at a maximum tax rate of 15%, provided that the ordinary
shares or ADSs are held for more than 60 days during the 121 day period
beginning 60 days before the ex-dividend date and the holder meets other
holding period requirements. Dividends paid by the Company with respect to the
shares or ADSs will generally be qualified dividend income.
A US holder is not subject to a UK withholding tax. The US holder includes in gross
income for US federal income tax purposes only the amount of the dividend
actually received from the Company, and the receipt of a dividend does not entitle
the US holder to a foreign tax credit.
Dividends must be included in income when the US holder, in the case of shares,
or the Depositary, in the case of ADSs, actually or constructively receives the
dividend and will not be eligible for the dividends-received deduction generally
allowed to US corporations in respect of dividends received from other US
corporations. Dividends will be income from sources outside the United States.
Dividends paid in taxable years beginning before 1 January 2007 generally will
be “passive” or “financial services” income, and dividends paid in taxable years
beginning after 31 December 2006 generally will be “passive” or “general”
income, which in either case is treated separately from other types of income
for the purposes of computing any allowable foreign tax credit.
In the case of shares, the amount of the dividend distribution to be included
in income will be the US dollar value of the pound sterling payments made,
determined at the spot pound sterling/US dollar rate on the date of the dividend
distribution, regardless of whether the payment is in fact converted into US
dollars. Generally, any gain or loss resulting from currency exchange fluctuations
during the period from the date the dividend payment is to be included in income
to the date the payment is converted into US dollars will be treated as ordinary
income or loss. Generally, the gain or loss will be income or loss from sources
within the United States for foreign tax credit limitation purposes.
Taxation of capital gains
UK taxation
A US holder may be liable for both UK and US tax in respect of a gain on the
disposal of the Company’s shares or ADSs if the US holder is:
•
•
•
•
a citizen of the United States resident or ordinarily resident for UK tax purposes
in the United Kingdom;
a citizen of the United States who has been resident or ordinarily resident for
UK tax purposes in the United Kingdom, ceased to be so resident or ordinarily
resident for a period of less than five years of assessment and who disposed of
the shares or ADSs during that period (a “Temporary Non-Resident”), unless the
shares or ADSs were also acquired during that period, such liability arising on
that individual’s return to the UK;
a US domestic corporation resident in the United Kingdom by reason of being
centrally managed and controlled in the United Kingdom; or
a citizen of the United States or a US domestic corporation that carries on a
trade, profession or vocation in the United Kingdom through a branch or agency
or, in the case of US domestic companies, through a permanent establishment
and that has used the shares or ADSs for the purposes of such trade, profession
or vocation or has used, held or acquired the shares or ADSs for the purposes
of such branch or agency or permanent establishment.
Under the Treaty, capital gains on dispositions of the shares or ADSs are generally
subject to tax only in the country of residence of the relevant holder as determined
under both the laws of the United Kingdom and the United States and as required
by the terms of the Treaty. However, individuals who are residents of either the
United Kingdom or the United States and who have been residents of the other
jurisdiction (the US or the UK, as the case may be) at any time during the six years
immediately preceding the relevant disposal of shares or ADSs may be subject to
tax with respect to capital gains arising from the dispositions of the shares or ADSs
not only in the country of which the holder is resident at the time of the disposition,
but also in that other country (although, in respect of UK taxation, generally only
to the extent that such an individual comprises a Temporary Non-Resident).
US federal income taxation
Subject to the PFIC rules described below, a US holder that sells or otherwise disposes
of the Company’s shares or ADSs will recognise a capital gain or loss for US federal
income tax purposes equal to the difference between the US dollar value of the
amount realised and the holder’s tax basis, determined in US dollars, in the shares
or ADSs. Generally, a capital gain of a non-corporate US holder that is recognised
in tax years beginning before 1 January 2011 is taxed at a maximum rate of 15%,
provided the holder has a holding period of more than one year. The gain or loss
will generally be income or loss from sources within the United States for foreign
tax credit limitation purposes. The deductibility of losses is subject to limitations.
Vodafone Group Plc Annual Report 2008 145

Additional tax considerations
UK inheritance tax
An individual who is domiciled in the United States (for the purposes of the Estate
Tax Convention) and is not a UK national will not be subject to UK inheritance tax in
respect of the Company’s shares or ADSs on the individual’s death or on a transfer
of the shares or ADSs during the individual’s lifetime, provided that any applicable US
federal gift or estate tax is paid, unless the shares or ADSs are part of the business
property of a UK permanent establishment or pertain to a UK fixed base used for
the performance of independent personal services. Where the shares or ADSs have
been placed in trust by a settlor, they may be subject to UK inheritance tax unless,
when the trust was created, the settlor was domiciled in the United States and was
not a UK national. Where the shares or ADSs are subject to both UK inheritance
tax and to US federal gift or estate tax, the Estate Tax Convention generally
provides a credit against US federal tax liabilities for UK inheritance tax paid.
UK stamp duty and stamp duty reserve tax
Stamp duty will, subject to certain exceptions, be payable on any instrument
transferring shares in the Company to the Custodian of the Depositary at the rate
of 1.5% on the amount or value of the consideration if on sale or on the value of
such shares if not on sale. Stamp duty reserve tax (“SDRT”), at the rate of 1.5% of
the price or value of the shares, could also be payable in these circumstances and on
issue to such a person, but no SDRT will be payable if stamp duty equal to such SDRT
liability is paid. In accordance with the terms of the Deposit Agreement, any tax or duty
payable on deposits of shares by the Depositary or the Custodian of the Depositary
will be charged to the party to whom ADSs are delivered against such deposits.
The Company was incorporated under English law in 1984 as Racal Strategic
Radio Limited (registered number 1833679). After various name changes,
20% of Racal Telecom Plc capital was offered to the public in October 1988.
The Company was fully demerged from Racal Electronics Plc and became an
independent company in September 1991, at which time it changed its name
to Vodafone Group Plc.
Since then, the Group entered into various transactions, which consolidated the
Group’s position in the United Kingdom and enhanced its international presence.
The most significant of these transactions were as follows:
•
•
•
•
Vodafone – Additional Information
Shareholder Information continued
History and Development
The merger with AirTouch Communications, Inc., which completed on 30 June
1999. The Company changed its name to Vodafone AirTouch Plc in June 1999,
but then reverted to its former name, Vodafone Group Plc, on 28 July 2000.
The acquisition of Mannesmann AG, which completed on 12 April 2000.
Through this transaction the Group acquired subsidiaries in Germany and Italy,
and increased the Group’s indirect holding in SFR.
Through a series of business transactions between 1999 and 2004, the Group
acquired a 97.7% stake in Vodafone Japan. This was then disposed of on 27
April 2006.
On 8 May 2007, the Group acquired companies with interests in Vodafone
Essar for $10.9 billion (£5.5 billion), following which the Group controls
Vodafone Essar (see note 28 to the Consolidated Financial Statements).
Other transactions that have occurred since 31 March 2005 are as follows:
11 May 2005 – France: Following a transaction completed by the Group’s
associated undertaking, SFR, the Group’s effective shareholding in Neuf Cegetel
became 12.4%.
31 May 2005 – Czech Republic and Romania: 79.0% of the share capital of
MobiFon S.A. (“MobiFon”) in Romania and 99.9% of the share capital of Oskar
Mobil a.s. (“Oskar”) in the Czech Republic were acquired for $3.5 billion (£1.9
billion). In addition, the Group assumed approximately $1.0 billion (£0.6 billion)
of net debt.
18 November 2005 – India: Acquired a 5.60% interest in Bharti Airtel and on
22 December 2005 acquired a further 4.39% interest in Bharti Airtel. Total
consideration for the combined 10.0% stake was Rs. 67 billion (£858 million).
146 Vodafone Group Plc Annual Report 2008
No stamp duty will be payable on any transfer of ADSs of the Company, provided
that the ADSs and any separate instrument of transfer are executed and retained
at all times outside the United Kingdom. A transfer of shares in the Company in
registered form will attract ad valorem stamp duty generally at the rate of 0.5% of the
purchase price of the shares. There is no charge to ad valorem stamp duty on gifts.
SDRT is generally payable on an unconditional agreement to transfer shares in the
Company in registered form at 0.5% of the amount or value of the consideration for
the transfer, but is repayable if, within six years of the date of the agreement, an
instrument transferring the shares is executed or, if the SDRT has not been paid, the
liability to pay the tax (but not necessarily interest and penalties) would be cancelled.
However, an agreement to transfer the ADSs of the Company will not give rise to SDRT.
PFIC Rules
The Company does not believe that the shares or ADSs will be treated as stock
of a passive foreign investment company, or PFIC, for US federal income tax
purposes. This conclusion is a factual determination that is made annually and
thus is subject to change. If the Company is treated as a PFIC, any gain realised on
the sale or other disposition of the shares or ADSs would in general not be treated
as capital gain, unless a US holder elects to be taxed annually on a mark to market
basis with respect to the shares or ADSs. Otherwise a US holder would be treated
as if he or she has realised such gain and certain “excess distributions” rateably
over the holding period for the shares or ADSs and would be taxed at the highest
tax rate in effect for each such year to which the gain was allocated. An interest
charge in respect of the tax attributable to each such year would also apply.
Dividends received from Vodafone would not be eligible for the preferential tax
rate applicable to qualified dividend income for certain non-corporate holders.
5 January 2006 – Sweden: Sold Vodafone Sweden for €970 million (£660 million).
20 April 2006 – South Africa: Increased stake in Vodacom Group (Pty) Limited
(“Vodacom”) by 15.0% to 50.0% for a consideration of ZAR15.8 billion (£1.5 billion).
24 May 2006 – Turkey: The assets of Telsim Mobil Telekomunikasyon (“Telsim”)
were acquired for $4.67 billion (£2.6 billion).
29 June 2006 – Greece: The Group’s interest in Vodafone Greece reached 99.9%
following a public offer for all outstanding shares.
3 November 2006 – Belgium: Disposed of 25% interest in Belgacom Mobile SA
for €2.0 billion (£1.3 billion).
25 November 2006 – The Netherlands: Group’s shareholdings increased to
100.0% following a compulsory acquisition of outstanding shares.
3 December 2006 – Egypt: Acquired an additional 4.8% stake in Vodafone Egypt
bringing the Group’s interest to 54.9%.
20 December 2006 – Switzerland: Disposed of 25% interest in Swisscom Mobile
AG for CHF4.25 billion (£1.8 billion).
9 May 2007 – India: A Bharti group company irrevocably agreed to purchase
the Group’s 5.60% direct shareholding in Bharti Airtel (see note 29 to the
Consolidated Financial Statements).
3 December 2007 – Italy and Spain: Acquired Tele2 Italia SpA and Tele2
Telecommunications Services SLU from Tele2 AB Group for €775 million
(£537 million).
11 December 2007 – Qatar: A consortium comprising Vodafone and The Qatar
Foundation was named as the successful applicant in the auction to become the
second mobile operator in Qatar.
19 May 2008 – Arcor: the Group increased its stake in Arcor for €474 million
(£377 million) and now owns 100% of Arcor.

Vodafone – Additional Information
Regulation
The Group’s operating companies are generally subject to regulation governing
the operation of their business activities. Such regulation typically takes the form
of industry-specific law and regulation covering telecommunications services and
general competition (anti-trust) law applicable to all activities. Some regulation
implements commitments made by governments under the Basic
Telecommunications Accord of the World Trade Organisation to facilitate market
entry and establish regulatory frameworks.
The following section describes the regulatory framework and the key regulatory
developments at the global and regional level and in selected countries in which
the Group has significant interests. Many of the regulatory developments
reported in the following section involve ongoing proceedings or consideration of
potential proceedings that have not reached a conclusion. Accordingly, the Group
is unable to attach a specific level of financial risk to the Group’s performance
from such matters.
World Radiocommunication Conference
During October and November 2007, the World Radiocommunication Conference
of the International Telecommunications Union met in Geneva to consider
changes to the Radio Regulations. The next such Conference will be held in
2011. The Conference establishes, by means of international treaty, the basis
upon which radio frequency bands may be used in the signatory countries
(which include all markets in which Vodafone has interests). Such agreements
are required to prevent interference between users in different countries and
to facilitate the development of scalable technologies such as GSM or UMTS.
The most important outcome of the 2007 conference for Vodafone was the
identification of additional spectrum in the UHF band for mobile services and,
in particular, the identification of spectrum in the 790-862 MHz range for mobile
services in Europe.
European Union
The EU Regulatory Framework for the communications sector (“the EU Framework”)
was adopted in 2002 and has been implemented by all EU Member States
although there remain both ongoing and new infringement proceedings against
a number of Member States for late or inadequate implementation.
The EU Framework consists of four principal Directives outlining matters such as:
•
•
•
•
the objectives to be pursued by national regulatory authorities (“NRAs”);
the way in which telecommunications operators are to be licensed;
measures to be taken to protect consumers; and
ensuring universal provision of certain telecommunications services and the terms
and basis upon which operators interconnect and provide access to each other.
The EU Framework seeks to align the techniques for defining where sector
specific regulation may be applied, and the threshold for when such regulation
can be applied, with those already employed in EU competition law. It is also
intended to ensure consistency of approach amongst NRAs within the Member
States. All NRAs are required to take utmost account of a list of markets which are
specified by the European Commission (the “Commission”) in a Recommendation
when deciding which markets to investigate. The second such Recommendation
was published by the Commission in November 2007 and for the mobile industry
includes only the market at a wholesale level for ‘voice call termination on
individual mobile networks’. Two markets included the first Recommendation,
one for the ‘wholesale national market for international roaming’ and the market
for ‘access and call origination’ on public mobile networks, have been removed.
NRAs may still review other markets subject to satisfying certain tests.
Under the EU Framework, regulation can only be applied to undertakings with
significant market power (“SMP”), either individually or collectively, in the relevant
markets, subject to the Commission’s consent. SMP under the EU Framework
accords with the concept of “dominance” under existing EU competition law.
For individual dominance, this generally implies a market share of at least 40%,
although other factors may also be taken into consideration.
In November 2007, the Commission published proposals to amend the EU Framework
(“the review”). Any changes to the EU Framework would become effective following
their transposition into national law from around 2010. Not all of these affect
Vodafone directly. The proposals that may directly affect Vodafone include:
•
•
the proposed creation of a new European regulatory authority;
the extension of the Commission’s powers so as to allow it, rather than national
regulators, to determine remedies where SMP is found;
•
•
•
•
•
•
the addition of functional separation as a remedy subject to certain conditions
being fulfilled;
fundamental changes to the licensing of spectrum, introducing more flexibility,
trading and market-based approaches;
some ‘net neutrality’ provisions to address the concerns that the services of some
internet service providers (“ISPs”) will be blocked or otherwise discriminated
against by network operators;
proposals that number portability be completed in one day on all networks in the EU;
various measures to address concerns about network security; and
various measures to address the provision of services for the disabled.
The proposed changes are now being debated in the European Parliament and
the Council of Member States and this process is expected to continue for most,
if not all, of 2008. The impact of the review on Vodafone will depend on the
changes actually adopted by the EU, the manner in which revised directives are
subsequently implemented in Member States and how the revised regulatory
framework is then applied by the respective NRAs and the Commission.
Spectrum
In February 2007, the Commission published a communication on its plans to introduce
greater flexibility in the use of spectrum in selected bands, including 2G and 3G bands,
through the use of Decisions agreed with the Radio Spectrum Committee (an EU level
committee comprising the Commission and Member States). These reforms are
expected to take place in advance of the review. The first proposed measure is a
replacement of the GSM Directive by a decision to allow the deployment of UMTS
services using 900 MHz and 1800 MHz spectrum (“refarming”). The Commission
submitted formal proposals for such a decision to the European Parliament in July 2007.
In November 2007, the European Commission made a policy announcement on
the 800 MHz ‘digital dividend’ spectrum (to be released following the transition
from analogue to digital TV). It urged Europe, and the Member States in particular,
to create new harmonised bands of spectrum for mobile broadband services and
mobile TV. The need for action on the digital dividend has been supported by
leading European Parliamentarians, and the Member States are expected to respond
with a statement at the EU Telecoms Council in June 2008.
International roaming
In June 2007, a regulation (the “roaming regulation”) under Article 95 of the EU
Treaty came into force requiring mobile operators to offer a ‘euro-tariff’ under
which the cost of making calls within the EU is capped at 49 eurocents per minute
and the cost of receiving calls within the EU is capped at 24 eurocents per minute.
Customers who had not otherwise already opted for another roaming tariff, such
as Vodafone Passport, were automatically opted onto the euro-tariff. The roaming
regulation also requires that wholesale roaming charges within the EU are capped at
an initial average rate of 30 eurocents per minute and that operators provide certain
tariff transparency services to customers when they roam. The level of the retail and
wholesale caps will fall in a further 12 and 24 months following the application of
the regulation, which will terminate after three years.
The Commission is required by the roaming regulation to consider whether voice
roaming should continue to be regulated beyond the expiry of the current regulation
and, if so, what form such regulation might take. In addition, the Commission is required
to review SMS and data roaming and to consider whether regulation is required,
and if so, what form this might take. The Commission is consulting on these matters,
with a view to publishing conclusions in late summer or early autumn of 2008. The
Commission indicated in February 2008 that it would consider regulation in the event
that SMS retail roaming prices did not approach justified levels, which it considered to
be not more than 12 eurocents per SMS. The Commission urged the industry to adopt
more predictable and transparent tariffs for data roaming services, and suggested that
wholesale data roaming pricing should fall to around 35 eurocents per megabyte.
Call termination
At 31 March 2008, the termination rates effective for the Group’s subsidiaries and
joint ventures within the European Union, which differs from the Group’s Europe
region, ranged from 6.40 eurocents (5.09 pence) to 11.84 eurocents (9.42 pence),
at the relevant 31 March 2008 exchange rate.
The Commission is studying the regulation of call termination and is expected
to consult upon and then issue a Recommendation in the autumn of 2008.
The Commission has indicated that it is concerned by what it considers to be the
unjustifiably wide range of regulated rates set by NRA’s in the EU and by their level
relative to its view of cost. The NRAs are required to take utmost account of the
Commission’s recommendations, but may depart from them in justified circumstances.
Vodafone Group Plc Annual Report 2008 147

Vodafone – Additional Information
Regulation continued
Europe
Germany
Vodafone’s 900 MHz licence was extended to 2016. In April 2008, the NRA
published the rules for auctioning further 2.0 GHz, 2.6 GHz and 1800 MHz
spectrum, with auctions expected in 2009.
In April 2008, the German Supreme Administration Court rejected lawsuits filed
by the four mobile network operators against the NRA’s decision to regulate
mobile termination rates on an ex ante basis. The German Competition Authority
has commenced an investigation into the use by Vodafone Germany and T-Mobile
Germany of on-net pricing.
During the year, the NRA reduced Vodafone’s termination rate by 9.8% to 7.92
eurocents, valid until March 2009.
Italy
The NRA launched a public consultation for the assignment of 900 MHz, 1800
MHz and 2.1 GHz spectrum and on the implementation of 900 MHz refarming.
The Italian Ministry of Communications assigned 5 MHz of 900 MHz spectrum
to Wind on a temporary basis in 16 main cities. The NRA published proposals
to licence DVB-H services.
The Italian National Competition Authority (“NCA”) closed its investigation into
alleged anti-competitive practices by mobile network operators, including
Vodafone Italy, in relation to network access for MVNOs and other matters.
Undertakings in relation to network access were submitted by Vodafone Italy
and accepted by the NCA, and the case has been closed without sanction for
Vodafone. A new law was enacted prohibiting fees or other charges in addition
to airtime for prepaid services and introducing measures to enable consumers
to terminate contracts without penalty. The Italian NRA published guidelines
requiring operators to reimburse or transfer any remaining prepaid airtime of
customers switching networks.
The Italian NRA and Government commenced discussions with Telecom Italia
about proposed voluntary separation of the Telecom Italia fixed network.
Vodafone currently purchases certain services from Telecom Italia in order to
provide fixed broadband services in the Italian market and it is possible that both
existing and future arrangements between Vodafone and Telecom Italia would
be affected if such proposals were to be implemented.
During the year, the NRA reduced Vodafone’s termination rate by 11.0% to 9.97
eurocents, with the NRA foreseeing further reductions to 8.85 eurocents in
July 2008, 7.70 eurocents in July 2009, 6.60 eurocents in July 2010 and 5.90
eurocents in July 2011.
Spain
The NRA commenced a review of the wholesale market for SMS termination.
The Spanish Competition Authority commenced an investigation against the
three largest mobile operators in Spain, including Vodafone, alleging that the
firms colluded when setting call set-up charges. A new law was passed requiring
telecommunications operators to retain certain data for a 12 month period and
requiring operators to register the identity of new prepay customers and to
register the identity of existing prepay customers within a two year period. The
NRA commenced a review to determine the operators obliged to contribute to
the national universal service fund and the criteria for distribution of the fund.
During the year, the NRA reduced Vodafone’s termination rate by 15.3% to 9.61
eurocents. In April 2008, the NRA reduced the rate to 8.74 eurocents, with
reductions to 7.87 eurocents in October 2008 and 7.00 eurocents in April 2009.
United Kingdom
An auction of 2.6 GHz spectrum is expected to commence in September 2008
and the NRA also proposes to auction 112 MHz of digital dividend spectrum
in the 550-860 MHz range during 2009. The NRA published proposals to allow
refarming of 900 MHz spectrum, but proposed that Vodafone, and O2, first release
2 x 7.5 MHz each for reallocation to other parties. Following consultation, the NRA
has decided to reconsider these proposals.
148 Vodafone Group Plc Annual Report 2008
The appeal by certain stakeholders against the NRA’s decision on setting call
termination rates until 2011 is being considered by the UK Competition Commission
and Competition Appeal Tribunal. Vodafone UK filed an appeal against the
proposals of the NRA to reform the number portability processes and reduce
porting times to two hours.
The NRA announced that it will withdraw certain regulatory obligations from BT
in relation to the provision of wholesale broadband services in certain parts of the
UK market where it considers that BT no longer has SMP, a result of competition
from other fixed unbundlers and cable operators. Vodafone purchases certain
fixed wholesale services from BT.
Vodafone’s average termination rate for the 2008 financial year was 5.70 pence.
Rates declined by 3.2% below the retail price index in April 2008 and will decline
by 2.5% below the retail price index in the April 2009 and April 2010.
Other Europe
Greece
In January 2007, Vodafone Greece was fined €76 million as software foreign to the
network and capable of intercepting calls had been installed without Vodafone’s
knowledge in the network software. Vodafone Greece has paid the fine but is
appealing the decision before the Council of State and a hearing is set for October
2008. In March 2008, Vodafone Greece was fined €19 million by the NRA for
violations of telecommunications legislation and provisions of licences in
connection with the interception incident. Vodafone has appealed the decision.
Vodafone Greece appealed a finding that the three largest mobile network
operators colluded in setting retail SMS prices and won. The NRA then appealed
this decision before the Council of State.
During the year, the termination rate reduced by 15.6% to 9.91 eurocents.
Ireland
Vodafone Ireland has obtained a trial licence to deploy UMTS in 900 MHz
spectrum. In March 2007, a 3G licence was awarded to eircom.
The Netherlands
In March 2007, Vodafone Netherlands’ 900 MHz licence was extended for three
years to 2013. The NRA is expected to consult upon compliance with 3G coverage
obligations in 2008. Auctions of 2.6 GHz spectrum are also expected in 2008.
An appeal by one stakeholder against the NRA’s decision setting call termination
rates was heard and a decision is expected in the coming months. During the year,
the termination rate reduced by 9.1% to 10.00 eurocents. The NRA proposes to
reduce termination rates to 9.00 eurocents in July 2008 and to 7.00 eurocents in
July 2009.
Portugal
The NRA decided to implement technology neutrality for 900 MHz spectrum,
paving the way for refarming. The NRA proposed to allocate, through a public
tender, 450 MHz spectrum for mobile services.
A new law concerning unfair commercial practices was enacted in April 2008 that
prohibits the rounding up of charges and introduced a series of associated tariff
transparency measures.
During the year, the NRA published a proposal for future termination rates.
This proposal is yet to be finalised and the termination rate applied in Portugal
remained unchanged at 11.00 eurocents during the year.
France
The NRA issued a call for tenders for a fourth 3G licence by July 2007. No licence
has been awarded to date. The NRA authorised refarming of the 900 MHz and
1800 MHz bands.
The French Competition Council has issued a Statement of Objection to SFR
concerning on-net pricing in certain tariffs.

EMAPA
Eastern Europe
Poland
The NRA concluded an analysis of the market for access and call origination
on mobile public networks, concluding that no operator had SMP.
Romania
The Government commenced a process to issue a sixth mobile licence in the
410-415 MHz band. Mobile number portability is expected to be implemented
in October 2008.
Turkey
The Government undertook an auction of 2.1 GHz licences in August 2007.
The auction was subsequently revoked and no licences were issued. The NRA
may recommence the award of 3G licences in late 2008 or 2009.
The NRA has applied certain restrictions on the on-net retail pricing practices
of Turkcell, which are subject to appeal by Turkcell. Mobile number portability
is expected to be implemented in the autumn of 2008.
Middle East, Africa and Asia
Egypt
The NRA extended Vodafone Egypt’s 2G licence until 2013 and its 3G licence
until 2022.
The third entrant, ETISALAT, launched GSM services in the Egyptian market in
May 2007. ETISALAT was awarded an International Gateway Licence in October
2007. Mobile number portability was introduced in Egypt in April 2008.
India
The NRA has issued recommendations to the Department of Telecommunications
(“DoT”) on the licence terms and capping the number of licensees. The DoT has
permitted CDMA operators to apply for GSM spectrum to enable them to provide
GSM services alongside their CDMA operations. It has revised the customer
number threshold at which licensees become eligible for incremental spectrum
allocation, with the threshold being made significantly more stringent. The DoT
has also issued new licences for up to seven new licences in each licence area.
It has commenced the process of allocating GSM spectrum to these new
licensees, with Vodafone Essar being awarded initial GSM spectrum in seven
service areas in the 2008 financial year.
The DoT issued guidelines to permit active infrastructure sharing between
licensees. It has issued guidelines on mobile number portability, which is to be
launched in four Metro cities by the fourth quarter of the 2008 calendar year,
before being extended nationwide. The DoT has also issued broad guidelines
on 3G mobile services and broadband wireless access.
The NRA has recommended the abolition of the Access Deficit Contribution,
a 0.75% charge levied on adjusted gross revenue of operators.
Kenya
The Kenya Communications Amendment Bill 2007 was withdrawn by the
Government.
The NRA has granted Telkom Kenya a licence for the provision of Mobile Cellular
Services. It is expected that Telkom Kenya will roll out GSM services during 2008
under the Orange East Africa brand. The third Kenyan mobile licence has been
awarded to Econet Wireless, which plans to roll out its GSM services during 2008.
South Africa
The NRA is proceeding with the implementation of the Electronic
Communications Act (“ECA”) of 2006 and the associated licence conversion
process. The NRA plans to issue service licences by July 2008 and complete
regulations before the end of 2008.
Vodacom has announced its commitment to a transaction in 2008 under the
South Africa Government’s programme of Broad-Based Black Economic
Empowerment (“BBBEE”). The Information Communications Technologies BBBEE
Sector Code (“Code”) was submitted to the Minister of Trade and Industry in
March 2008 for approval. To date, the Minister has not published the Code for
the 60 day public comment process required before the Minister may give his
approval. Vodacom remains subject to the generic Department of Trade and
Industry Codes of Good Practice until the Code is approved. As part of the
implementation of the ECA, the NRA is consulting on the process of determining
wholesale and retail regulations (i.e. interconnection, facilities leasing and
essential facilities). The NRA is expected to conclude this by the end of June 2008.
Call termination remains under investigation by the NRA. In January 2007, the
NRA issued proposals to declare Vodacom, MTN and Cell C as having SMP mobile
call termination on individual networks.
Qatar
In December 2007, a consortium comprising Vodafone and the Qatar Foundation
for Education, Science and Community Development was named as the
successful applicant in the auction to become the second mobile operator in
Qatar. The licence is expected to be granted by 30 June 2008 and will be owned
by Vodafone Qatar, which is required to complete a public offering of 40% of
its shareholding on the Doha Securities Market for Qatari nationals. The public
offering is expected to complete in the 2008 calendar year.
The NRA is currently consulting on Qtel’s status and whether to impose dominant
service provider obligations.
Pacific
New Zealand
Vodafone sold 2x 5.8 MHZ of 900 MHz spectrum to the third mobile entrant in
March 2008. Vodafone retains 2x 15 MHz until 2031, subject to payment of a
renewal fee. Vodafone has entered into a national roaming agreement with the
third entrant, as a result of which the NRA has concluded an enquiry without
taking further action.
Vodafone Group Plc Annual Report 2008 149

Non-GAAP Information
Group adjusted operating profit and adjusted earnings per share
Group adjusted operating profit excludes non-operating income of associates, impairment losses and other income and expense. Adjusted earnings per share also
excludes changes in fair value of equity put rights and similar arrangements and certain foreign exchange differences, together with related tax effects. The Group
believes that it is both useful and necessary to report these measures for the following reasons:
•
•
•
•
these measures are used by the Group for internal performance analysis;
these measures are used in setting director and management remuneration;
it is useful in connection with discussion with the investment analyst community and debt rating agencies; and
adjusted operating profit is used as the Group’s measure of segment performance.
Reconciliation of adjusted operating profit and adjusted earnings per share to the respective closest equivalent GAAP measure, operating profit/(loss) and basic
earnings/(loss) per share, is provided in “Operating Results” beginning on page 32.
Cash flow measures
In presenting and discussing the Group’s reported results, free cash flow and operating free cash flow are calculated and presented even though these measures are
not recognised within IFRS. The Group believes that it is both useful and necessary to communicate free cash flow to investors and other interested parties, for the
following reasons:
•
•
•
•
free cash flow allows the Company and external parties to evaluate the Group’s liquidity and the cash generated by the Group’s operations. Free cash flow does
not include items determined independently of the ongoing business, such as the level of dividends, and items which are deemed discretionary, such as cash flows
relating to acquisitions and disposals or financing activities. In addition, it does not necessarily reflect the amounts which the Group has an obligation to incur.
However, it does reflect the cash available for such discretionary activities, to strengthen the Consolidated Balance Sheet or to provide returns to shareholders
in the form of dividends or share purchases;
free cash flow facilitates comparability of results with other companies, although the Group’s measure of free cash flow may not be directly comparable to similarly
titled measures used by other companies;
these measures are used by management for planning, reporting and incentive purposes; and
these measures are useful in connection with discussion with the investment analyst community and debt rating agencies.
A reconciliation of net cash inflow from operating activities, the closest equivalent GAAP measure, to operating free cash flow and free cash flow, is provided in
“Financial Position and Resources” on page 55.
Other
Certain of the statements within the section titled “Chief Executive’s Review” on pages 4 to 7 contain forward-looking non-GAAP financial information for which at this
time there is no comparable GAAP measure and which at this time cannot be quantitatively reconciled to comparable GAAP financial information.
Certain of the statements within the section titled “Outlook” on page 51 contain forward-looking non-GAAP financial information which at this time cannot be
quantitatively reconciled to comparable GAAP financial information.
Organic growth
The Group believes that “organic growth”, which is not intended to be a substitute, or superior to, reported growth, provides useful and necessary information to
investors and other interested parties for the following reasons:
•
•
•
Vodafone – Additional Information
it provides additional information on underlying growth of the business without the effect of factors unrelated to the operating performance of the business;
it is used by the Group for internal performance analysis; and
it facilitates comparability of underlying growth with other companies, although the term “organic” is not a defined term under IFRS and may not, therefore,
be comparable with similarly titled measures reported by other companies.
Reconciliation of organic growth to reported growth is shown where used, or in the table below:
Impact Impact of
of foreign acquisitions
Organic exchange and disposals Reported
growth Percentage Percentage growth
% points points %
31 March 2008
Group
Data revenue 40.6 5.4 6.7 52.7
Europe
Voice revenue (1.8) 3.1 – 1.3
Outgoing voice revenue (0.3) 3.3 – 3.0
Incoming voice revenue (4.6) 3.2 (0.3) (1.7)
Roaming and international visitor revenue (8.0) 2.1 – (5.9)
Messaging revenue 8.1 3.4 – 11.5
Data revenue 35.7 4.8 – 40.5
Fixed line revenue 4.7 5.2 12.5 22.4
Other Europe – data revenue 44.0 6.0 – 50.0
150 Vodafone Group Plc Annual Report 2008

Impact Impact of
of foreign acquisitions
Organic exchange and disposals Reported
growth Percentage Percentage growth
% points points %
31 March 2008
Europe
Interconnect costs 4.1 3.2 1.2 8.5
Other direct costs 1.3 3.9 2.6 7.8
Acquisition costs 6.0 3.2 1.1 10.3
Retention costs 10.1 3.5 0.2 13.8
Operating expenses 0.1 3.3 1.3 4.7
Depreciation and amortisation 0.2 2.9 0.3 3.4
Italy
Total costs (1.0) 4.4 5.2 8.6
Interconnect costs 6.2 4.5 4.7 15.4
Other direct costs (15.8) 4.4 9.7 (1.7)
Acquisition costs 18.7 6.0 5.8 30.5
Operating expenses (7.4) 4.1 4.8 1.5
Spain
Service revenue for the six months ended 31 March 2008 5.8 10.1 3.1 19.0
Interconnect costs (0.1) 4.1 2.5 6.5
Acquisition costs (9.0) 3.7 1.9 (3.4)
Retention costs 28.3 6.0 0.4 34.7
Operating expenses 4.0 4.5 2.8 11.3
EMAPA
Voice revenue 12.8 2.6 32.0 47.4
Messaging revenue 6.5 6.5 10.5 23.5
Data revenue 87.9 8.9 63.3 160.1
Eastern Europe – interconnect costs 7.5 7.1 6.0 20.6
Eastern Europe – operating expenses 5.7 7.5 12.0 25.2
Eastern Europe – depreciation and amortisation 16.0 8.7 3.7 28.4
Middle East, Africa & Asia – other direct costs 38.0 (9.0) 125.1 154.1
Middle East, Africa & Asia – operating expenses 23.4 (8.6) 97.0 111.8
Middle East, Africa & Asia – depreciation and amortisation 36.3 (5.5) 66.5 97.3
31 March 2007
Group
Voice revenue (1) 2.5 (1.8) 3.8 4.5
Messaging revenue 7.0 (1.3) 3.4 9.1
Data revenue 30.7 (0.8) 0.2 30.1
Europe
Voice revenue (1) (0.6) (0.4) (1.6) (2.6)
Incoming voice revenue (7.4) (0.4) (1.2) (9.0)
Roaming revenue 1.2 (0.4) (2.8) (2.0)
Messaging revenue 4.6 (0.5) (1.0) 3.1
Data revenue 29.5 (0.7) (1.7) 27.1
Other direct costs 16.7 (0.5) (1.3) 14.9
Acquisition and retention costs 0.1 (0.4) (2.2) (2.5)
Operating expenses 7.4 (0.4) (2.8) 4.2
Adjusted operating profit (2) (3.7) (0.5) 0.1 (4.1)
EMAPA
Non-service revenue 28.9 (13.7) 16.3 31.5
Eastern Europe – interconnect costs 23.8 (3.2) 25.7 46.3
Middle East, Africa & Asia – interconnect costs 26.8 (19.0) 37.2 45.0
Notes:
(1) Revenue relating to fixed line activities provided by mobile operators, previously classified within voice revenue, is now presented as fixed line revenue, together with revenue from fixed line
operators and fixed broadband. All prior periods have been adjusted accordingly.
(2) During the year ended 31 March 2008, the Group changed its organisational structure and the Group’s associated undertaking in France, SFR, is now managed within the Europe region and
reported within Other Europe. The results are presented in accordance with the new organisational structure.
Vodafone Group Plc Annual Report 2008 151

Vodafone – Additional Information
Form 20-F Cross Reference Guide
Certain of the information in this document that is referenced in the following table is included in the Company’s Annual Report on Form 20-F for 2008 filed with the
SEC (the “2008 Form 20-F”). No other information in this document is included in the 2008 Form 20-F or incorporated by reference into any filings by the Company
under the US Securities Act of 1933, as amended. Please see “Documents on display” on page 144 for information on how to access the 2008 Form 20-F as filed
with the SEC. The 2008 Form 20-F has not been approved or disapproved by the SEC nor has the SEC passed judgement upon the adequacy or accuracy of the
2008 Form 20-F.
Item Form 20-F caption Location in this document Page
1 Identity of Directors, Senior Management
and Advisers Not applicable –
2 Offer Statistics and Expected Timetable Not applicable –
3 Key Information
3A Selected financial data Financial Highlights 156
Shareholder Information – Inflation and foreign currency translation 141
3B Capitalisation and indebtedness Not applicable –
3C Reasons for the offer and use of proceeds Not applicable –
3D Risk factors Principal Risk Factors and Uncertainties 52
4 Information on the Company
4A History and development of the company History and Development 146
Contact Details IBC
4B Business overview Group at a Glance 12
Business Overview 14
Brand and Distribution 22
Operating Results 32
Operating Environment and Strategy 10
4C Organisational structure Shareholder Information – Material contracts 144
Note 12 “Principal subsidiary undertakings” 108
Note 13 “Investments in joint ventures” 109
Note 14 “Investments in associated undertakings” 110
Note 15 “Other investments” 110
4D Property, plant and equipment Technology and Resources 16
Financial Position and Resources 54
Corporate Responsibility 59
4A Unresolved Staff Comments None –
5 Operating and Financial Review and Prospects
5A Operating results Operating Results 32
Note 24 “Borrowings” 116
Shareholder Information – Inflation and foreign currency translation 141
Regulation 147
5B Liquidity and capital resources Financial Position and Resources – Liquidity and capital resources 55
Note 24 “Borrowings” 116
5C Research and development, patents
and licences, etc. Technology and Resources 16
5D Trend information Operating Environment and Strategy 10
5E Off-balance sheet arrangements Financial Position and Resources – Off-balance sheet arrangements 58
Note 31 “Commitments” 127
Note 32 “Contingent liabilities” 128
5F Tabular disclosure of contractual obligations Financial Position and Resources – Contractual obligations 54
5G Safe harbor Cautionary Statement Regarding Forward-Looking Statements 154
6 Directors, Senior Management and Employees
6A Directors and senior management Board of Directors and Group Management 62
6B Compensation Directors’ Remuneration 71
6C Board practices Corporate Governance 65
Directors’ Remuneration 71
Board of Directors and Group Management 62
6D Employees People 20
Note 35 “Employees” 130
6E Share ownership Directors’ Remuneration 71
Note 20 “Share-based payments” 113
7 Major Shareholders and Related Party Transactions
7A Major shareholders Shareholder Information – Major shareholders 142
7B Related party transactions Directors’ Remuneration 71
Note 34 “Related party transactions” 129
Note 32 “Contingent liabilities” 128
7C Interests of experts and counsel Not applicable –
152 Vodafone Group Plc Annual Report 2008

Item Form 20-F caption Location in this document Page
8 Financial Information
8A Consolidated statements and other financial Financials (1) 82
information Audit Report on the Consolidated Financial Statements 132
Note 32 “Contingent liabilities” 128
Financial Position and Resources 54
8B Significant changes Note 36 “Subsequent events” 130
Subsequent events A-1
9 The Offer and Listing
9A Offer and listing details Shareholder Information – Share price history 141
9B Plan of distribution Not applicable –
9C Markets Shareholder Information – Markets 142
9D Selling shareholders Not applicable –
9E Dilution Not applicable –
9F Expenses of the issue Not applicable –
10 Additional Information
10A Share capital Not applicable –
10B Memorandum and Articles of Association Shareholder Information – Memorandum and Articles of
Association and applicable English law 142
10C Material contracts Shareholder Information – Material contracts 144
10D Exchange controls Shareholder Information – Exchange controls 144
10E Taxation Shareholder Information – Taxation 144
10F Dividends and paying agents Not applicable –
10G Statement by experts Not applicable –
10H Documents on display Shareholder Information – Documents on display 144
10I Subsidiary information Not applicable –
11 Quantitative and Qualitative Disclosures
About Market Risk Note 24 “Borrowings” 116
12 Description of Securities Other than Equity Securities Not applicable –
13 Defaults, Dividend Arrearages and Delinquencies Not applicable –
14 Material Modifications to the Rights of Security
Holders and Use of Proceeds Shareholder Information – Debt securities 144
15 Controls and Procedures Corporate Governance 65
Directors’ Statement of Responsibility – Management’s report on
internal control over financial reporting 83
Audit Report on Internal Controls 84
16 16A Audit committee financial expert Corporate Governance – Board committees 67
16B Code of ethics Corporate Governance 65
16C Principal accountant fees and services Note 4 “Operating profit/(loss)” 98
Corporate Governance – Auditors 69
16D Exemptions from the listing standards for
audit committees Corporate Governance – Board committees 67
16E Purchase of equity securities by the issuer Financial Position and Resources 54
and affiliated purchasers Note 21 “Transactions with equity shareholders” 115
17 Financial Statements Not applicable –
18 Financial Statements Financials (1) 82
19 Exhibits Filed with the SEC –
Note:
(1) The Company Financial Statements, and the Audit Report and Notes relating thereto, on pages 133 to 139 should not be considered to form part of the Company’s Annual Report on Form 20-F.
Vodafone Group Plc Annual Report 2008 153

This document contains “forward-looking statements” within the meaning of the
US Private Securities Litigation Reform Act of 1995 with respect to the Group’s
financial condition, results of operations and businesses and certain of the Group’s
plans and objectives.
In particular, such forward-looking statements include statements with respect to
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Vodafone’s expectations as to launch and roll out dates for products, services
or technologies offered by Vodafone;
expectations regarding the operating environment and market conditions;
intentions regarding the development of products, services and initiatives
introduced by Vodafone or by Vodafone in conjunction with third parties;
revenue and growth expected from our total communications strategy;
the development and impact of new mobile technology including the
development of 4G technology and the launch of faster data speeds;
anticipated benefits to the Group from cost efficiency programmes,including
outsourcing of IT functions and network sharing agreements;
growth in customers and usage;
expected growth prospects in Europe and the EMAPA region;
expectations regarding the performance of investments, associates, joint
ventures and newly acquired businesses, including the expected performance
of Verizon Wireless;
the Group’s expectations for revenue, adjusted operating profit, average foreign
exchange rates, depreciation and amortisation charges, capitalised fixed asset
additions, capital intensity, free cash flow, cash payments for tax and associated
interest, payments of deferred capital expenditures, adjusted effective tax rates
and foreign exchange rate changes contained within the Chief Executives
Review on pages 4 to 7 and the Outlook statement on page 51 of this
document, and expectations for the Group’s future performance generally,
including average revenue per user, costs, capital expenditures, operating
expenditures and margins;
the expected contribution to the Group’s revenue of voice services, messaging
services, data services, broadband services, fixed location pricing, internet
services and mobile advertising;
the rate of dividend growth by the Group or its existing investments;
the expected contributions to the Group’s revenue from our business segment;
expectations regarding the Group’s access to adequate funding for its working
capital requirements;
possible future acquisitions, including increases in ownership in existing
investments, the timely completion of pending acquisition transactions and
pending offers for investments, including licence acquisitions, and the
expected funding required to complete such acquisitions or investments;
mobile penetration and coverage rates and the Group’s ability to acquire
spectrum;
the impact of regulatory and legal proceedings involving Vodafone and of
scheduled or potential regulatory changes;
expectations with respect to long term shareholder value growth; and
overall market trends and other trend projections.
Forward-looking statements are sometimes, but not always, identified by their use
of a date in the future or such words as “anticipates”, “aims”, “could”, “may”,
“should”, “expects”, “believes”, “intends”, “plans” or “targets”. By their nature,
forward-looking statements are inherently predictive, speculative and involve risk
and uncertainty because they relate to events and depend on circumstances that
will occur in the future. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
these forward-looking statements. These factors include, but are not limited to,
the following:
•
•
•
•
•
Vodafone – Additional Information
Cautionary Statement Regarding Foward-Looking
Statements
changes in economic or political conditions in markets served by operations of
the Group that would adversely affect the level of demand for mobile services;
greater than anticipated competitive activity, from both existing competitors
and new market entrants, including Mobile Virtual Network Operators, which
could require changes to the Group’s pricing models, lead to customer churn
and make it more difficult to acquire new customers, and reduce profitability;
the impact of investment in network capacity and the deployment of new
technologies, or the rapid obsolescence of existing technology;
slower than expected customer growth and reduced customer retention;
changes in the spending patterns of new and existing customers;
the possibility that new products and services will not be commercially
154 Vodafone Group Plc Annual Report 2008
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
accepted or perform according to expectations or that vendors’ performance in
marketing these technologies will not meet the Group’s requirements;
the Group’s ability to win 3G licence allocations;
the Group’s ability to realise expected synergies and benefits associated with
3G technologies;
the Group’s ability to expand its spectrum position;
a lower than expected impact of new or existing products, services or
technologies on the Group’s future revenue, cost structure and capital
expenditure outlays;
the ability of the Group to harmonise mobile platforms and delays,
impediments or other problems associated with the roll out and scope of and
other new or existing products, services or technologies in new markets;
the ability of the Group to offer new services and secure the timely delivery of
high quality, reliable handsets, network equipment and other key products
from suppliers;
the Group’s ability to develop competitive data content and services that will
attract new customers and increase average usage;
future revenue contributions of both voice and non-voice services;
greater than anticipated prices of new mobile handsets;
changes in the costs to the Group of or the rates the Group may charge for
terminations and roaming minutes;
the Group’s ability to achieve meaningful cost savings and revenue
improvements as a result of its cost reduction programmes;
the ability to realise benefits from entering into partnerships for developing
data and internet services and entering into service franchising and brand
licensing;
the possibility that the pursuit of new, unexpected strategic opportunities may
have a negative impact on the Group’s financial performance;
developments in the Group’s financial condition, earnings and distributable
funds and other factors that the Board of Directors takes into account in
determining the level of dividends;
any unfavourable conditions, regulatory or otherwise, imposed in connection
with pending or future acquisitions or dispositions and the integration of
acquired companies in the Group’s existing operations;
the risk that, upon obtaining control of certain investments, the Group
discovers additional information relating to the businesses of that investment
leading to restructuring charges or write-offs or with other negative
implications;
changes in the regulatory framework in which the Group operates, including
possible action by regulators in markets in which the Group operates or by the
EU regulating rates the Group is permitted to charge; the impact of legal or
other proceedings against the Group or other companies in the mobile
communications industry;
the possibility that new marketing or usage stimulation campaigns or efforts
and customer retention schemes are not an effective expenditure;
the possibility that the Group’s integration efforts do not reduce the time to
market for new products or improve the Group’s cost position;
loss of suppliers or disruption of supply chains;
the Group’s ability to satisfy working capital requirements through borrowing in
capital markets, bank facilities and operations;
changes in exchange rates, including particularly the exchange rate of pounds
sterling to the euro and the US dollar;
changes in statutory tax rates and profit mix which would impact the weighted
average tax rate;
changes in tax legislation in the jurisdictions in which the Group operates;
final resolution of open issues which might impact the effective tax rate; and
timing of tax payments relating to the resolution of open issues.
Furthermore, a review of the reasons why actual results and developments may
differ materially from the expectations disclosed or implied within forward-looking
statements can be found under “Principal Risk Factors and Uncertainties” on
pages 52 and 53 of this document. All subsequent written or oral forward-looking
statements attributable to the Company or any member of the Group or any
persons acting on their behalf are expressly qualified in their entirety by the
factors referred to above. No assurances can be given that the forward-looking
statements in this document will be realised. Neither Vodafone nor any of its
affiliates intends to update these forward-looking statements.

Definition of Terms
3G broadband 3G services enabled with High Speed Downlink Packet Access (“HSDPA”) technology which enables data transmission at speeds of
up to 7.2 megabits per second.
3G device A handset or device capable of accessing 3G data services.
Acquired intangibles Amortisation relating to intangible assets identified and recognised separately in respect of a business combination in excess of the
amortisation intangible assets recognised by the acquiree prior to acquisition.
Acquisition costs The total of connection fees, trade commissions and equipment costs relating to new customer connections.
Capitalised fixed asset additions This measure includes the aggregate of capitalised property, plant and equipment additions and capitalised software costs.
Change at constant exchange Growth or change calculated by restating the prior period’s results as if they had been generated at the current period’s exchange
rates rates. Also referred to as “constant currency”.
Churn Total gross customer disconnections in the period divided by the average total customers in the period.
Controlled and jointly controlled Controlled and jointly controlled measures include 100% for the Group’s mobile operating subsidiaries and the Group’s
proportionate share for joint ventures.
Customer delight The Group uses a proprietary ‘customer delight’ system to track customer satisfaction across its controlled markets and jointly
controlled market in Italy. Customer delight is measured by an index based on the results of surveys performed by an external
research company which cover all aspects of service provided by Vodafone and incorporates the results of the relative satisfaction
of the competitors’ customers. An overall index for the Group is calculated by weighting the results for each of the Group’s
operations based on service revenue.
Data revenue Data revenue includes all non-voice service revenue excluding messaging revenue and fixed line revenue.
Depreciation and other This measure includes the profit or loss on disposal of property, plant and equipment and computer software.
amortisation
DSL A Digital Subscriber Line which is a fixed line enabling data to be transmitted at high speeds.
Handheld business device A wireless connection device which allows access to business applications and push and pull email.
HSDPA High Speed Downlink Packet Access is a wireless technology enabling network to mobile data transmission speeds of up to
7.2 megabits per second.
HSUPA High Speed Uplink Packet Access is a wireless technology enabling mobile to network data transmission speeds of up to
1.4 megabits per second.
Interconnect costs A charge paid by Vodafone to other fixed line or mobile operators when a Vodafone customer calls a customer connected
to a different network.
Messaging revenue Messaging revenue includes all SMS and MMS revenue including wholesale messaging revenue, revenue from the use of messaging
services by Vodafone customers roaming away from their home network and customers visiting the local network.
Mobile customer A mobile customer is defined as a Subscriber Identity Module (“SIM”), or in territories where SIMs do not exist, a unique mobile
telephone number, which has access to the network for any purpose, including data only usage, except telemetric applications.
Telemetric applications include, but are not limited to, asset and equipment tracking, mobile payment and billing functionality, e.g.
vending machines and meter readings, and include voice enabled customers whose usage is limited to a central service operation,
e.g. emergency response applications in vehicles.
Mobile pc connectivity A connection device which provides access to 3G services to users with an active PC or laptop connection. This includes Vodafone
device Mobile Connect Cards with 3G broadband, Vodafone Mobile Connect 3G/GPRS data cards and Vodafone Mobile Connect USB modems.
Net debt Long term borrowings, short term borrowings and mark to market adjustments on financing instruments less cash and cash
equivalents.
Organic growth The percentage movements in organic growth are presented to reflect operating performance on a comparable basis. Where an
entity, being a subsidiary, joint venture or associated undertaking, was newly acquired or disposed of in the current or prior period,
the Group adjusts, under organic growth calculations, the results for the current and prior period to remove the amount the Group
earned in both periods as a result of the acquisition or disposal of subsidiary or associated undertakings. Where the Group increases,
or decreases, its ownership interest in a joint venture or associated undertaking in the current or prior period, the Group’s results for
the prior period are restated at the current period’s ownership level. Further adjustments in organic calculations exclude the effect
of exchange rate movements by restating the prior period’s results as if they had been generated at the current period’s exchange
rates and excludes the amortisation of acquired intangible assets.
Partner markets Markets in which the Group has entered into a Partner Agreement with a local mobile operator enabling a range of Vodafone’s global
products and services to be marketed in that operator’s territory and extending Vodafone’s brand reach into such new markets.
Penetration Number of customers in a country as a percentage of the country’s population. Penetration can be in excess of 100% due to
customers’ owning more than one SIM.
Proportionate customers The proportionate customer number represents the number of mobile customers in ventures which the Group either controls or in
which it invests, based on the Group’s ownership in such ventures.
Purchased licence amortisation Amortisation relating to capitalised licence and spectrum fees purchased directly by the Group or existing on recognition through
business combination accounting, and such fees recognised by an acquiree prior to acquisition.
Retention costs The total of trade commissions, loyalty scheme and equipment costs relating to customer retention and upgrade.
Service revenue Service revenue comprises all revenue related to the provision of ongoing services including, but not limited to, monthly access
charges, airtime usage, roaming, incoming and outgoing network usage by non-Vodafone customers and interconnect charges for
incoming calls.
Termination rate A per minute charge paid by a telecommunications network operator when a customer makes a call to another mobile or fixed line
network operator.
Total communications revenue Comprises all fixed location services revenue, data revenue, fixed line revenue and other service revenue.
Vodafone Group Plc Annual Report 2008 155

Vodafone – Additional Information
Financial Highlights
2008 2007 2006 2005
At/year ended 31 March £m £m £m £m
Consolidated Income Statement data
Revenue 35,478 31,104 29,350 26,678
Operating profit/(loss) 10,047 (1,564) (14,084) 7,878
Adjusted operating profit (non-GAAP measure) (1) 10,075 9,531 9,399 8,353
Profit/(loss) before taxation 9,001 (2,383) (14,853) 7,285
Profit/(loss) for the financial year from continuing operations 6,756 (4,806) (17,233) 5,416
Profit/(loss) for the financial year 6,756 (5,297) (21,821) 6,518
Consolidated Balance Sheet data
Total assets 127,270 109,617 126,738 147,197
Total equity 76,471 67,293 85,312 113,648
Total equity shareholders’ funds 78,043 67,067 85,425 113,800
Earnings Per Share (“EPS”) (2)
Weighted average number of shares (millions)
– Basic 53,019 55,144 62,607 66,196
– Diluted 53,287 55,144 62,607 66,427
Basic earnings/(loss) per ordinary share
– Profit/(loss) from continuing operations 12.56p (8.94)p (27.66)p 8.12p
– Profit/(loss) for the financial year 12.56p (9.84)p (35.01)p 9.68p
Diluted earnings/(loss) per ordinary share
– Profit/(loss) from continuing operations 12.50p (8.94)p (27.66)p 8.09p
– Profit/(loss) for the financial year 12.50p (9.84)p (35.01)p 9.65p
Cash dividends (2)(3)(4)
Amount per ordinary share (pence) (5) 7.51p 6.76p 6.07p 4.07p
Amount per ADS (pence) (5) 75.1p 67.6p 60.7p 40.7p
Amount per ordinary share (US cents) (2)(5) 14.91c 13.28c 10.56c 7.68c
Amount per ADS (US cents) (2)(5) 149.1c 132.8c 105.6c 76.8c
Other data
Ratio of earnings to fixed charges (6) 3.9 – – 7.0
Deficit – (4,389) (16,520) –
Notes:
(1) Refer to “Non-GAAP Information” on page 150 for a reconciliation of this non-GAAP measure to the most comparable GAAP measure and a discussion of this measure.
(2) See note 8 to the Consolidated Financial Statements, “Earnings/(loss) per share”. Earnings and dividends per ADS is calculated by multiplying earnings per ordinary share by ten, the number of
ordinary shares per ADS. Dividend per ADS is calculated on the same basis.
(3) The final dividend for the year ended 31 March 2008 was proposed by the directors on 27 May 2008.
(4) The cash dividend per ordinary share for the year ended 31 March 2004 was 2.0315p (amount per ADS: 20.315p).
(5) The final dividend for the year ended 31 March 2008 was proposed on 27 May 2008 and is payable on 1 August 2008 to holders of record as of 6 June 2008. This dividend has been translated into
US dollars at 31 March 2008 for ADS holders but will be payable in US dollars under the terms of the ADS depositary agreement.
(6) For the purposes of calculating these ratios, earnings consist of profit before tax adjusted for fixed charges, dividend income from associated undertakings, share of profits and losses from
associated undertakings and profits and losses on ordinary activities before taxation from discontinued operations. Fixed charges comprise one-third of payments under operating leases,
representing the estimated interest element of these payments, interest payable and similar charges and preferred share dividends.
156 Vodafone Group Plc Annual Report 2008

2007
23.9m 26.6m
Contact Details
Investor Relations
Telephone: +44 (0) 1635 664447
Media Relations
15.9m 7.9m
105.6% 461.1%
70.6
Telephone: +44 (0) 1635 664444
Corporate Responsibility
Fax: +44 (0) 1635 674478
E-mail: responsibility@vodafone.com
Website: www.vodafone.com/responsibility
We want to keep the environmental impact of the documents in our Annual Report package to a minimum. We have therefore given careful
consideration to the production process. This document is printed on Revive 75 Silk, manufactured in the EU at mills with ISO 14001
accreditation and comprising 75% de-inked post consumer waste and 25% virgin fibre. The FSC logo identifies products which contain
wood from well-managed forests certified in accordance with the rules of the Forest Stewardship Council. Printed by St Ives in accordance
with the ISO 14001 environmental management system using vegetable-based inks. The printer holds FSC Chain of Custody (certificate
number SGS-COC-1732). All the steps we have taken demonstrate our commitment to making sustainable choices.
Printed in the United Kingdom
Designed and produced by Addison Corporate Marketing

Vodafone Group Plc
Registered Office
Vodafone House
The Connection
Newbury
Berkshire
RG14 2FN
England
Registered in England No. 1833679
Tel: +44 (0) 1635 33251
Fax: +44 (0) 1635 45713
www.vodafone.com

Events occurring subsequent approval of the Company's
Annual Report on 27 May 2008
Verizon Wireless agreed to acquire Alltel Corp.
On 5 June 2008, Verizon Wireless ("VZW"), the Group’s associated undertaking in the US, agreed to acquire Alltel
Corp. (“Alltel”) for a total enterprise value US$28.1 billion in cash and assumed debt. Alltel is the fifth largest
mobile operator in the US, delivering voice and advanced data services to more than 13 million customers across
34 states.
The VZW Board agreed that it will review distributions from VZW on an annual basis. When considering whether
distributions will be made each year, the VZW Board will take into account its debt position, the relationship
between debt levels and maturities and overall market conditions in the context of the five-year business plan. It is
expected that VZW’s free cash flow will be deployed in servicing and reducing the VZW debt, including the Alltel
acquisition financing, for approximately three years after the closing of the Alltel transaction. In addition, following
the closing of the Alltel transaction, the VZW Board has agreed to certain additional tax distributions.
VZW has agreed to pay TPG Capital and GS Capital Partners (“GSCP”) a total cash consideration of US$5.9 billion for
their aggregated 100% stake in Alltel, of which US$1.4 billion will come from projected cash on Alltel’s balance
sheet at closing. Net debt at closing is projected to be US$22.2 billion. Neither Vodafone nor Verizon is
contributing any equity to fund the transaction.
The transaction remains subject to customary regulatory approvals and is targeted to complete by the end of
2008.
Regulatory developments
The follow section updates certain information within Regulation on pages 149 to 151.
EU call termination
On 3 June 2008, the European Regulators Group (ERG) adopted a common view on mobile termination rates and
communicated it to the European Commission. Noting that in the past four years average mobile termination rates
have fallen by almost 40% and that differences in rates across Europe are also narrowing, ERG members
committed to continue along this path.
United Kingdom
An auction of 2.6 Ghz spectrum expected in September 2008 will now be delayed following a legal challenge.
A-1

Cellco Partnership
(d/b/a Verizon Wireless)
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements
For the years ended
December 31, 2007, 2006 and 2005
B-1

Cellco Partnership (d/b/a Verizon Wireless)
Table of Contents
Consolidated Statements of Operations and Comprehensive Income
For the years ended December 31, 2007, 2006 and 2005 2
Consolidated Balance Sheets
December 31, 2007 and 2006 3
Consolidated Statements of Cash Flows
For the years ended December 31, 2007, 2006 and 2005 4
Consolidated Statements of Changes in Partners’ Capital
For the years ended December 31, 2007, 2006 and 2005 5
Notes to Consolidated Financial Statements 6-23
B-2

CELLCO PARTNERSHIP
(d/b/a Verizon Wireless)
Consolidated Statements of Operations and
Comprehensive Income
(in Millions)
FOR THE YEARS ENDED DECEMBER 31, 2007 2006 2005
OPERATING REVENUE
Service revenue $ 38,016 $ 32,796 $ 28,131
Equipment and other 5,866 5,247 4,170
Total operating revenue 43,882 38,043 32,301
OPERATING COSTS AND EXPENSES
Cost of service (excluding depreciation and
amortization related to network assets included below)
Cost of equipment 8,162 6,793 5,239
Selling, general and administrative 13,477 12,039 10,768
Depreciation and amortization 5,154 4,913 4,760
Total operating costs and expenses 32,087 28,443 24,921
Operating income 11,795 9,600 7,380
OTHER INCOME (EXPENSES)
Interest expense, net (249) (451) (597)
Minority interests (255) (251) (226)
Other, net 28 22 29
Income before provision for income taxes 11,319 8,920 6,586
Provision for income taxes (714) (599) (434)
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE 10,605 8,321 6,152
Cumulative effect of accounting change - (124) -
NET INCOME 10,605 8,197 6,152
OTHER COMPREHENSIVE INCOME (LOSS)
Defined benefit pension and postretirement plans, net 13 (11) (10)
COMPREHENSIVE INCOME $ 10,618 $ 8,186 $ 6,142
See Notes to Consolidated Financial Statements.
2
5,294
4,698
B-3
4,154

CELLCO PARTNERSHIP
(d/b/a Verizon Wireless)
Consolidated Balance Sheets
(in Millions)
AS OF DECEMBER 31, 2007 2006
ASSETS
Current assets
Cash $ 408 $ 383
Receivables, net of allowances of $217 and $201 3,732 3,235
Due from affiliates, net 178 73
Unbilled revenue 252 301
Inventories, net 1,098 889
Prepaid expenses and other current assets 306 297
Total current assets 5,974 5,178
Property, plant and equipment, net 25,971 24,659
Wireless licenses, net 51,485 51,115
Other intangibles, net 32 44
Deferred charges and other assets, net 531 502
Total assets $ 83,993 $ 81,498
LIABILITIES AND PARTNERS’ CAPITAL
Current liabilities
Due to affiliate $ 3,391 $ -
Accounts payable and accrued liabilities 5,838 4,836
Advance billings 1,227 1,055
Other current liabilities 147 103
Total current liabilities 10,603 5,994
Due to affiliate 2,578 12,933
Deferred tax liabilities, net 5,833 5,739
Other non-current liabilities 944 1,559
Total liabilities 19,958 26,225
Minority interests in consolidated entities 1,681 1,659
Partner’s capital subject to redemption - 10,000
Commitments and contingencies (see Notes 13 and 15)
Partners’ capital
Capital 62,404 43,677
Accumulated other comprehensive loss (50) (63)
Total partners’ capital 62,354 43,614
Total liabilities and partners’ capital $ 83,993 $ 81,498
See Notes to Consolidated Financial Statements.
3
B-4

CELLCO PARTNERSHIP
(d/b/a Verizon Wireless)
Consolidated Statements of Cash Flows
(in Millions)
FOR THE YEARS ENDED DECEMBER 31, 2007 2006 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 10,605 $ 8,197 $ 6,152
Add: Cumulative effect of accounting change - 124 -
Income before cumulative effect of accounting change 10,605 8,321 6,152
Adjustments to reconcile income to net cash provided by operating activities:
Depreciation and amortization 5,154 4,913 4,760
Provision for uncollectible receivables 395 273 250
Provision for deferred income taxes 98 122 74
Equity in income of unconsolidated entities, net of distributions received (14) (19) (27)
Minority interests 255 251 226
Net loss (gain) on disposal of assets (1) 15 11
Changes in certain assets and liabilities (net of the effects of purchased
businesses):
Receivables and unbilled revenue, net (914) (726) (604)
Inventories, net (209) 10 (235)
Prepaid expenses and other current assets 14 9 54
Deferred charges and other assets (28) (14) 54
Accounts payable and accrued liabilities (118) 658 527
Other current liabilities 189 133 43
Other operating activities, net 732 598 212
Net cash provided by operating activities 16,158 14,544 11,497
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (6,503) (6,618) (6,484)
Acquisitions of businesses and licenses, net of cash acquired (180) (2,866) (4,282)
Wireless licenses deposit - - (307)
Other investing activities, net (340) (103) (166)
Net cash used in investing activities (7,023) (9,587) (11,239)
CASH FLOWS FROM FINANCING ACTIVITIES
Net (payments to) proceeds from affiliates (6,964) (901) 3,537
Net change in short-term obligations - (2,505) (1,533)
Contribution from partner, net - - 512
Distributions to partners (1,918) (1,260) (2,469)
Distributions to minority investors, net (228) (236) (148)
Net cash used in financing activities (9,110) (4,902) (101)
Increase in cash 25 55 157
Cash, beginning of year 383 328 171
Cash, end of year $ 408 $ 383 $ 328
See Notes to Consolidated Financial Statements.
4
B-5

CELLCO PARTNERSHIP
(d/b/a Verizon Wireless)
Consolidated Statements of Changes in Partners’ Capital
(in Millions)
Accumulated
Other
Total
Comprehensive
Partners’
Capital
Loss
Capital
Balance at January 1, 2005 $ 22,450 $ (42) $ 22,408
Net income 6,152 - 6,152
Contribution from partner, net 512 - 512
Distributions to partners (2,469) - (2,469)
Defined benefit pension and postretirement plans - (10) (10)
Balance at December 31, 2005 26,645 (52) 26,593
Net income 8,197 - 8,197
Distributions to partners (1,260) - (1,260)
Reclassification of portion of Vodafone’s partners’ capital 10,000 - 10,000
Other 95 - 95
Defined benefit pension and postretirement plans - (11) (11)
Balance at December 31, 2006 43,677 (63) 43,614
Cumulative effect of adoption of FIN 48 (19) - (19)
Balance at January 1, 2007 43,658 (63) 43,595
Net income 10,605 - 10,605
Distributions to partners (1,918) - (1,918)
Reclassification of portion of Vodafone’s partners’ capital 10,000 - 10,000
Other 59 - 59
Defined benefit pension and postretirement plans - 13 13
Balance at December 31, 2007 $ 62,404 $ (50) $ 62,354
See Notes to Consolidated Financial Statements.
5
B-6

CELLCO PARTNERSHIP
(d/b/a Verizon Wireless)
Notes to Consolidated Financial Statements
Years Ended December 31, 2007, 2006 and 2005
1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Cellco Partnership (the “Partnership”), doing business as Verizon Wireless, provides wireless voice and data services and related
equipment to consumers and business customers in the markets in which it operates. The Partnership is the largest domestic
wireless carrier in terms of total revenue and the most profitable, as measured by operating income. The Partnership offers
wireless voice and data services and other value added services and equipment across one of the most extensive wireless networks
in the United States. The Partnership continues to expand its wireless data, messaging and multi-media offerings for both
consumer and business customers.
The Partnership is a general partnership formed by Bell Atlantic Corporation (“Bell Atlantic”) and NYNEX Corporation that
began conducting business operations on July 1, 1995 as Bell Atlantic NYNEX Mobile. In April and June 2000, through the U.S.
Wireless Alliance Agreement (the “Alliance Agreement”) dated September 21, 1999, Bell Atlantic, now known as Verizon
Communications Inc. (“Verizon”), Vodafone Group Plc (“Vodafone”), and GTE Corporation agreed to combine their respective
U.S. wireless assets into the Partnership, which then began doing business under the Verizon Wireless brand name. Verizon’s
and Vodafone’s partnership interests are 55% and 45%, respectively.
These consolidated financial statements include transactions between the Partnership and Verizon and Vodafone (“Affiliates”) for
the provision of services and financing pursuant to various agreements (see Notes 8 and 14).
Consolidated Financial Statements and Basis of Presentation
The consolidated financial statements of the Partnership include the accounts of its majority-owned subsidiaries, the partnerships
in which the Partnership exercises control, and the variable interest entity in which the Partnership is deemed to be the primary
beneficiary as defined by Financial Accounting Standards Board (“FASB”) Interpretation No. 46(R), “Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51.” Investments in businesses and partnerships in which the Partnership does not
have control, but has the ability to exercise significant influence over operating and financial policies, are accounted for under the
equity method of accounting. All significant intercompany balances and transactions between these entities have been eliminated.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates. Estimates are used for, but not limited to,
the accounting for: allowances for uncollectible accounts receivable, unbilled revenue, fair values of financial instruments,
depreciation and amortization, useful lives and impairment of assets, accrued expenses, inventory reserves, equity in income of
unconsolidated entities, employee benefits, income taxes, contingencies and allocation of purchase prices in connection with
business combinations. Estimates and assumptions are periodically reviewed and the effects of any material revisions are
reflected in the consolidated financial statements in the period that they are determined to be necessary.
Revenue Recognition
The Partnership earns revenue by providing access to the network (access revenue) and for usage of the network (usage revenue),
which includes roaming revenue. In general, access revenue is billed one month in advance and is recognized when earned; the
unearned portion is classified in advance billings. Access revenue, usage revenue and roaming revenue are recognized when
service is rendered and included in unbilled revenue until billed. Equipment sales revenue associated with the sale of wireless
handsets and accessories is recognized when the products are delivered to and accepted by the customer, as this is considered to
be a separate earnings process from the sale of wireless services. In accordance with the provisions of Emerging Issues Task
Force (“EITF”) Issue No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables,” the Partnership recognizes
customer activation fees as part of equipment revenue.
6
B-7

The Partnership’s revenue recognition policies are in accordance with the Securities and Exchange Commission’s (“SEC”) Staff
Accounting Bulletin (“SAB”) No. 101, ‘‘Revenue Recognition in Financial Statements,” SAB No. 104, “Revenue Recognition,”
and EITF Issue No. 00-21.
Allowance for Doubtful Accounts
The Partnership maintains allowances for uncollectible accounts receivable for estimated losses resulting from the inability of
customers to make required payments. Estimates are based on the aging of the accounts receivable balances and the historical
write-off experience, net of recoveries.
Inventory
Inventory consists primarily of wireless equipment held for sale. Equipment held for sale is carried at the lower of cost
(determined using a first-in, first-out method) or market. The Partnership maintains estimated inventory valuation reserves for
obsolete and slow moving device inventory based on analysis of inventory agings and changes in technology.
Capitalized Software
Capitalized software consists primarily of direct costs incurred for professional services provided by third parties and
compensation costs of employees which relate to software developed for internal use either during the application stage or for
upgrades and enhancements that increase functionality. Costs are capitalized and amortized on a straight-line basis over their
estimated useful lives of three to five years. Costs incurred in the preliminary project stage of development and maintenance are
expensed as incurred.
Capitalized software of $657 million and $541 million and related accumulated amortization of $367 million and $254 million as
of December 31, 2007 and 2006, respectively, have been included in deferred charges and other assets, net in the consolidated
balance sheets.
Property, Plant and Equipment
Property, plant and equipment primarily represents costs incurred to construct and expand capacity and network coverage on
Mobile Telephone Switching Offices and cell sites. The cost of property, plant and equipment is depreciated over its estimated
useful life using the straight-line method of accounting. Periodic reviews are performed to identify any category or group of
assets within property, plant and equipment where events or circumstances may change the remaining estimated economic life.
This principally includes changes in the Partnership’s plans regarding technology upgrades, enhancements, and planned
retirements. Changes in these estimates resulted in a net increase in depreciation expense of $295 million and $327 million for
the years ended December 31, 2007 and 2006, respectively. Leasehold improvements are amortized over the shorter of their
estimated useful lives or the term of the related lease. Major improvements to existing plant and equipment are capitalized.
Routine maintenance and repairs that do not extend the life of the plant and equipment are charged to expense as incurred.
Upon the sale or retirement of property, plant and equipment, the cost and related accumulated depreciation or amortization is
eliminated from the accounts and any related gain or loss is reflected in the statement of operations and comprehensive income in
selling, general and administrative expense.
Interest expense and network engineering costs incurred during the construction phase of the Partnership’s network and real estate
properties under development are capitalized as part of property, plant and equipment and recorded as construction in progress
until the projects are completed and placed into service.
Valuation of Assets
Long-lived assets, including property, plant and equipment and intangible assets with finite lives, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying
amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the
use and eventual disposition of the asset. The impairment loss, if determined to be necessary, would be measured as the amount
by which the carrying amount of the asset exceeds the fair value of the asset. For valuation of intangible assets with indefinite
lives see Note 2, “Wireless Licenses and Other Intangibles, Net.”
Long-Term Compensation
On January 1, 2006 the Partnership adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R) “Share Based
Payment,” which requires all entities to apply a fair-value-based measurement method in accounting for share-based payment
7
B-8

transactions. SFAS No. 123(R) also eliminated the alternative to use the intrinsic value method of accounting that was provided
in SFAS No. 123, “Accounting for Stock-Based Compensation”. The Partnership recorded a cumulative effect of adoption of as
of January 1, 2006 to recognize the effect of initially measuring the VARs granted under the 2000 Verizon Wireless Long-Term
Incentive Plan at fair value utilizing a Black-Scholes model. The Partnership records a charge or benefit in the consolidated
statements of operations and comprehensive income in selling, general and administrative expense each reporting period based on
the change in the estimated fair value of the awards during the period (see Note 11).
Advertising Costs
The Partnership expenses advertising costs as incurred. Total advertising expense amounted to $1,507 million, $1,388 million,
and $1,210 million for the years ended December 31, 2007, 2006, and 2005, respectively.
Income Taxes
The Partnership is not a taxable entity for federal income tax purposes. Any federal taxable income or loss is included in the
respective partners’ consolidated federal return. Certain states, however, impose taxes at the partnership level and such taxes are
the responsibility of the Partnership and are included in the Partnership’s tax provision. The consolidated financial statements
also include provisions for federal and state income taxes, prepared on a stand-alone basis, for all corporate entities within the
Partnership. Deferred income taxes are recorded using enacted tax law and rates for the years in which the taxes are expected to
be paid or refunds received. Deferred income taxes are provided for items when there is a temporary difference in recording such
items for financial reporting and income tax reporting.
The Partnership recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense.
Concentrations
To the extent the Partnership’s customer receivables become delinquent, collection activities commence. No single customer is
large enough to present a significant financial risk to the Partnership. The Partnership maintains an allowance for doubtful
accounts based on the expected collectibility of accounts receivable.
The Partnership relies on local and long-distance telephone companies, some of whom are related parties (see Note 14), and other
companies to provide certain communication services. Although management believes alternative telecommunications facilities
could be found in a timely manner, any disruption of these services could potentially have an adverse impact on operating results.
Although the Partnership attempts to maintain multiple vendors for each required product, its network assets, which are important
components of its operations, are currently acquired from only a few sources. If the suppliers are unable to meet the Partnership’s
needs as it builds out its network infrastructure and sells service and equipment, delays and increased costs in the expansion of the
Partnership’s network infrastructure or losses of potential customers could result, which would adversely affect its operating
results.
Comprehensive Income
Comprehensive income consists of net income and other gains and losses affecting partners’ capital that, under generally accepted
accounting principles, are excluded from net income. Other comprehensive income is comprised of adjustments for defined
benefit pension and post retirement plans.
Recently Issued Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement”. SFAS No. 157 defines fair value, expands
disclosures about fair value measurements, establishes a framework for measuring fair value in generally accepted accounting
principles and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value. The
Partnership is required to adopt SFAS No. 157 effective January 1, 2008 on a prospective basis, except for those items where the
Partnership has elected a partial deferral under the provisions of FASB Staff Position (“FSP”) No. FAS 157-b, “Effective Date of
FASB Statement No. 157,” which was issued during the first quarter of 2008. FSP 157-b permits deferral of the effective date of
SFAS 157 for one year, for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually). The deferral applies to measurements of fair value used
when testing wireless licenses, other intangible assets, and other long-lived assets for impairment. The Partnership does not
expect this standard to have an impact on the financial statements.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS
No. 159 permits entities to choose to measure eligible items at fair value, and to report unrealized gains and losses in earnings on
8
B-9

items for which the fair value option has been elected. The Partnership is required to adopt SFAS No. 159 effective January 1,
2008. The Partnership does not expect this standard to have an impact on the financial statements.
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations.” This standard replaces SFAS No. 141,
“Business Combinations.” SFAS No. 141(R) requires that all business combinations be accounted for by applying the
acquisition method. Under the acquisition method, the acquirer measures and recognizes the acquiree, as a whole, and the assets
acquired and the liabilities assumed at their fair values as of the acquisition date. The Partnership is required to adopt SFAS No.
141(R) effective January 1, 2009 on a prospective basis. The Partnership is currently evaluating the impact this new standard will
have on its financial statements.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” This
statement amends Accounting Research Bulleting (“ARB”) No. 51, “Consolidated Financial Statements,” by establishing
accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The
Partnership is required to adopt SFAS No. 160 effective January 1, 2009 on a prospective basis, except for the presentation and
disclosure requirements, which must be applied retrospectively. The Partnership is currently evaluating the impact this new
standard will have on its financial statements.
In June 2006, the EITF reached a consensus on EITF No. 06-3, “How Taxes Collected from Customers and Remitted to
Governmental Authorities Should Be Presented in the Income Statement.” EITF No. 06-3 permits that such taxes may be
presented on either a gross basis or a net basis as long as that presentation is used consistently. The adoption of EITF No. 06-3 on
January 1, 2007 did not impact our consolidated financial statements. We present the taxes within the scope of EITF No. 06-3 on
a net basis.
In September 2006, the EITF reached a consensus on EITF No. 06-1, “Accounting for Consideration Given by a Service Provider
to Manufacturers or Resellers of Equipment Necessary for an End-Customer to Receive Service from the Service Provider.”
EITF No. 06-1 provides guidance regarding whether the consideration given by a service provider to a manufacturer or reseller of
specialized equipment should be characterized as a reduction of revenue or an expense. The Partnership is required to adopt EITF
06-1 effective January 1, 2008 as a change in accounting principle through retrospective application unless it is impracticable to
do so. The Partnership does not expect the impact to the financial statements to be material.
2. Wireless Licenses and Other Intangibles, Net
The Partnership’s principal intangible assets are licenses, including licenses associated with equity method investments, which
provide the Partnership with the exclusive right to utilize certain radio frequency spectrum to provide wireless communication
services. While licenses are issued for only a fixed time, generally 10 to 15 years, such licenses are subject to renewal by the
Federal Communications Commission (“FCC”). Renewals of licenses have occurred routinely and at nominal cost. Moreover,
the Partnership has determined that there are currently no legal, regulatory, contractual, competitive, economic or other factors
that limit the useful life of the Partnership’s wireless licenses. As a result, the wireless licenses have been treated as an indefinite
life intangible asset under the provisions of SFAS No. 142 and have not been amortized but rather were tested for impairment.
The Partnership reevaluates the useful life determination for wireless licenses at least annually to determine whether events and
circumstances continue to support an indefinite useful life.
The Partnership evaluates its wireless licenses for potential impairment annually, and more frequently if indications of
impairment exist. The Partnership tests its licenses on an aggregate basis, in accordance with EITF No. 02-7, “Unit of
Accounting for Testing Impairment of Indefinite-Lived Intangible Assets,” using a direct value methodology in accordance with
SEC Staff Announcement No. D-108, “Use of the Residual Method to Value Acquired Assets other than Goodwill.” The direct
value approach determines fair value using estimates of future cash flows associated specifically with the wireless licenses. If the
fair value of the aggregated wireless licenses is less than the aggregated carrying amount of the wireless licenses, an impairment
is recognized. The Partnership evaluated its wireless licenses for potential impairment as of December 15, 2007 and December
15, 2006. These evaluations resulted in no impairment of the Partnership’s wireless licenses.
9
B-10

The changes in the carrying amount of wireless licenses are as follows:
(Dollars in Millions)
Wireless Licenses,
Net (a)
10
Wireless Licenses
Associated with Equity
Method Investments (b)
Balance, net, as of January 1, 2006 $ 47,781 $ 24 $ 47,805
Wireless licenses acquired 3,203 - 3,203
Capitalized interest on wireless licenses 240 - 240
Other (109) (2) (111)
Balance, net, as of December 31, 2006 51,115 22 51,137
Wireless licenses acquired 170 - 170
Capitalized interest on wireless licenses 203 - 203
Other (3) - (3)
Balance, net, as of December 31, 2007 $ 51,485 $ 22 $ 51,507
____________
(a) Wireless licenses of approximately $3.0 billion and $6.9 billion were not in service at December 31, 2007 and 2006, respectively.
(b) Included in Deferred charges and other assets, net.
Other intangibles, net consist of the following:
December 31,
(Dollars in Millions) 2007 2006
Customer lists (4-7 yrs.) (a) $ 96 $ 108
Other (8-18 yrs.) 23 21
119 129
Less: accumulated amortization (b) 87 85
Other intangibles, net $ 32 $ 44
____________
(a) The Partnership retired approximately $16 of fully amortized customer lists during the year ended December 31, 2007.
(b) Based solely on amortizable intangible assets existing at December 31, 2007, the estimated amortization expense for the five succeeding fiscal years
and thereafter is as follows:
For the year ended 12/31/2008 $ 11
For the year ended 12/31/2009 $ 6
For the year ended 12/31/2010 $ 6
For the year ended 12/31/2011 $ 5
For the year ended 12/31/2012 $ 2
Thereafter $ 2
3. Business Combinations and Other Transactions
Acquisitions in the year ended December 31, 2007 consisted of various individually immaterial partnership interests and wireless
licenses.
On November 29, 2006, the Partnership was granted 13 FCC licenses won in the FCC’s Advanced Wireless Services spectrum
auction (“Auction 66”) that concluded on September 18, 2006. The Partnership was the high bidder on these licenses with bids
totaling $2.8 billion. The 13 licenses cover the eastern half of the United States and a population of approximately 200 million.
The Partnership has made all required payments to the FCC for these licenses.
Vista PCS LLC (“Vista”), a joint venture between the Partnership and Valley Communications, LLC (“Valley”), was high bidder
on 37 of 242 Personal Communications Service (“PCS”) licenses auctioned by the FCC in February 2005. These licenses were
available only to entities qualifying as an “entrepreneur” under FCC rules. Vista qualified as an "entrepreneur" under FCC rules.
Vista is also a Variable Interest Entity as defined by FIN 46(R). Vista's results are consolidated by the Partnership because the
Partnership deems itself to be the primary beneficiary of Vista, in accordance with FIN 46(R). Valley has voting control of Vista
in that it has two of the three votes on Vista's Management Committee while the Partnership has the remaining vote. Vista’s
winning bids in the FCC auction totaled $332 million. The 37 licenses cover a population of approximately 34.4 million,
including approximately 2.2 million in markets where the Partnership did not hold licenses. The licenses cover major markets
such as Charlotte, Cincinnati, Houston, Norfolk, Pittsburgh and Seattle. The FCC granted Vista these licenses in March 2006.
On August 3, 2005, the Partnership completed the purchase of 23 PCS licenses and related network assets from Cricket
Communications, Inc., a subsidiary of Leap Wireless International, Inc., and certain of its affiliates, for approximately $103
million in cash, which included purchase price adjustments and deferred consideration of approximately $3 million. The licenses
cover the Michigan BTAs of Battle Creek, Flint, Kalamazoo and Jackson, and 16 other markets in Michigan, Wisconsin,
Total
B-11

Alabama, Arkansas, Mississippi and New York. These licenses provide for additional expansion into markets in Michigan,
Arkansas, Alabama, Mississippi and Wisconsin, and necessary capacity for existing markets in Michigan, Arkansas, Alabama,
Mississippi and upstate New York.
On May 13, 2005, the Partnership was granted 26 FCC licenses won in the FCC auction that concluded on February 15, 2005 of
242 PCS licenses (“Auction 58”). The Partnership was the high bidder on these licenses with bids totaling $365 million. The 26
licenses cover a population of approximately 20 million, including approximately 2.2 million in markets where the Partnership
did not previously hold licenses. The licenses cover major markets, such as Charlotte, Cleveland, St. Louis and San Diego. The
Partnership has made all required payments to the FCC for these licenses.
On May 11, 2005, the Partnership acquired a PCS license in the San Francisco basic trading area (“BTA”) from Metro
PCS, Inc. for $230 million. The license covers a population of approximately 7.3 million and provides spectrum capacity in the
San Francisco, Oakland and San Jose markets.
On April 13, 2005, the Partnership completed the purchase of all of the stock of NextWave Telecom Inc., whereby it acquired 23
PCS licenses and certain tax net operating losses for approximately $3 billion in cash. The licenses cover a population of
approximately 73 million and provide spectrum capacity in key markets such as New York, Los Angeles, Boston, Washington
D.C. and Detroit, and expand the Partnership’s licensed footprint into Tulsa, Oklahoma.
On March 4, 2005, the Partnership completed the purchase from Qwest Wireless, LLC of all of its PCS licenses and related
network assets for $419 million in cash, including post-closing adjustments. The licenses cover a population of approximately
30.9 million in 62 markets, and provide needed spectrum capacity in certain of the Partnership’s existing major markets, such as
Denver, Portland, Phoenix, Salt Lake City and Seattle.
Other acquisitions in the years ended December 31, 2006 and 2005 consisted of various individually immaterial partnership
interests and wireless licenses.
All of the acquisitions of businesses included above were accounted for under the purchase method of accounting with results of
operations included in the consolidated statements of operations from the date of acquisition. Had the acquisitions of businesses
been consummated on January 1 of the year preceding the year of acquisition, the results of these acquired operations would not
have had a significant impact on the Partnership’s consolidated results of operations for any of the periods presented.
The following table presents information about the Partnership’s acquisitions for the years ended December 31, 2007, 2006 and
2005:
(Dollars in Millions) Acquisition Date
11
Purchase
Price (a)
Wireless
Licenses
Net
Tangible
Assets
Other
Assets and
Liabilities,
net
2007
Various Various $ 180 $ 170 $ 2 $ 8
2006
Auction 66 November 2006 $ 2,809 $ 2,809 $ - $ -
Vista PCS March 2006 $ 332 $ 353 $ - $ (21)
Various Various $ 57 $ 41 $ 7 $ 9
2005
Leap (b) August 2005 $ 103 $ 95 $ 8 $ -
Auction 58 May 2005 $ 365 $ 365 $ - $ -
Metro PCS May 2005 $ 230 $ 230 $ - $ -
NextWave Telecom Inc (c) April 2005 $ 3,003 $ 4,408 $ - $ (1,405)
Qwest March 2005 $ 419 $ 393 $ 39 $ (13)
Various Various $ 200 $ 190 $ 2 $ 8
____________
(a) Purchase price includes cash, assumption of debt, other liabilities, as well as the fair value of assets exchanged, as applicable.
(b) Includes approximately $3 million of purchase price adjustments and deferred consideration.
(c) Included in the transaction is the recording of a deferred tax liability, net. Adjustments of ($2) million & $148 million to deferred taxes were
recorded in 2007 and 2006, respectively.
B-12

4. Variable Interest Entity
In November 2004, the Partnership and Valley Communications, LLC (“Valley”) entered into an LLC Agreement (the
“Agreement”) to form Vista PCS, LLC (“Vista”) in order to bid on PCS licenses. For the year ended December 31, 2004, Vista
had no business activity other than its initial capitalization upon formation. On February 15, 2005, the FCC concluded an auction
of 242 PCS licenses. Vista was the high bidder on 37 of these licenses.
The Partnership has provided capital contributions and debt financing to Vista. Under the Agreement, the Partnership has an 80%
non-controlling interest in Vista, while Valley has the remaining 20% interest. Also, under the Agreement, Valley has voting
control of Vista in that it has two of the three votes on Vista’s Management Committee. The Partnership has the remaining vote.
Additionally, pursuant to a Management Agreement, the Partnership provides Vista assistance in building the wireless networks
in the areas in which Vista owns the licenses purchased in the FCC auction.
The Partnership considers Vista to be a variable interest entity (“VIE”) because its voting rights are not proportional to its
ownership interest and the total equity investment at risk is not sufficient to permit the entity to finance its activities without
additional subordinated financial support. The Partnership deems itself to be the primary beneficiary of Vista.
5. Verizon Wireless of the East
On August 15, 2002, the Partnership acquired substantially all of the operating assets of Price Communications Wireless, Inc.
(“Price”), a subsidiary of Price Communications Corp., pursuant to an agreement dated as of December 18, 2001, as amended.
On December 17, 2001 a new limited partnership, Verizon Wireless of the East LP, was formed for the purpose of acquiring the
assets to be contributed by Price and subsidiaries of the Partnership. The Partnership contributed certain of its assets to the new
limited partnership in exchange for a managing general partner interest and a limited partner interest. In exchange for its
contributed assets, Price received a preferred limited partnership interest in Verizon Wireless of the East LP that was
exchangeable under certain circumstances into equity of Verizon Wireless (if an initial public offering of such equity occurred) or
mandatorily into common stock of Verizon on the fourth anniversary of the asset contribution (August 15, 2006) if a qualifying
initial public offering of Verizon Wireless equity had not occurred prior to such anniversary (“the mandatory exchange”).
Pursuant to the limited partnership agreement, the profits of Verizon Wireless of the East LP were allocated on a preferred basis
to Price’s capital account quarterly. Price’s initial capital account balance for its preferred interest was included in minority
interests in consolidated entities in the consolidated balance sheets. On August 15, 2006, Price exchanged its preferred limited
partnership interest in Verizon Wireless of the East LP for 29.5 million shares of Verizon’s common stock. Verizon’s interest in
Verizon Wireless of the East LP of $1,179 million is included in minority interests in consolidated entities on the consolidated
balance sheets. Verizon is not allocated any of the profits of Verizon Wireless of the East LP. Verizon Wireless of the East LP is
controlled and consolidated by the Partnership.
6. Supplementary Financial Information
Supplementary Balance Sheet Information
(Dollars in Millions) 2007
December 31,
2006
Receivables, Net:
Accounts receivable $ 3,533 $ 3,124
Other receivables 416 312
3,949 3,436
Less: allowance for doubtful accounts 217 201
Receivables, net $ 3,732 $ 3,235
12
B-13

(in millions)
Balance at
beginning of
the year
13
Additions
charged to
operations
Write-offs,
net of
recoveries
Balance at
end of the
year
Accounts Receivable Allowances:
2007 $ 201 $ 395 $ (379) $ 217
2006 $ 193 $ 273 $ (265) $ 201
2005 $ 223 $ 250 $ (280) $ 193
Inventory Allowances:
2007 $ 55 $ 25 $ 4 $ 84
2006 $ 47 $ (1) $ 9 $ 55
2005 $ 59 $ (13) $ 1 $ 47
December 31,
(Dollars in Millions) 2007 2006
Property, Plant and Equipment, Net:
Land and improvements $ 146 $ 158
Buildings (8-40 yrs.) 7,064 6,229
Wireless plant equipment (3-15 yrs.) 37,706 34,738
Furniture, fixtures and equipment (5 yrs.) 3,502 3,293
Leasehold improvements (5 yrs.) 2,469 1,993
50,887 46,411
Less: accumulated depreciation 24,916 21,752
Property, plant and equipment, net (a)(b) $ 25,971 $ 24,659
____________
(a) Construction-in-progress included in certain of the classifications shown in property, plant and equipment, principally wireless plant equipment,
amounted to $1,864 and $1,998 at December 31, 2007 and 2006, respectively.
(b) Interest costs of $93 and $78 and network engineering costs of $264 and $240 were capitalized during the years ended December 31, 2007 and
2006, respectively.
December 31,
(Dollars in Millions) 2007 2006
Accounts Payable and Accrued Liabilities:
Accounts payable $ 2,843 $ 2,863
Accrued liabilities 2,995 1,973
Accounts payable and accrued liabilities $ 5,838 $ 4,836
Supplementary Statements of Operations Information
For the Years Ended December 31,
(Dollars in Millions) 2007 2006 2005
Depreciation and Amortization:
Depreciation of property, plant and equipment $ 5,028 $ 4,668 $ 4,207
Amortization of other intangibles 18 137 464
Amortization of deferred charges and other assets 108 108 89
Total depreciation and amortization $ 5,154 $ 4,913 $ 4,760
Interest Expense, Net:
Interest expense $ (547) $ (770) $ (849)
Interest income 2 1 4
Capitalized interest 296 318 248
Interest expense, net $ (249) $ (451) $ (597)
B-14

Supplementary Cash Flows Information
For the Years Ended December 31,
(Dollars in Millions) 2007 2006 2005
Net cash paid for income taxes $ 564 $ 439 $ 250
Interest paid, net of amounts capitalized $ 264 $ 445 $ 581
Supplemental investing and financing non-cash transactions:
Reclassification of deposits to wireless licenses $ 1 $ 332 $ 31
Debt and net liabilities assumed, less cash $ - $ - $ 7
Reclassification of portion of Vodafone’s partners’ capital (see Note 15) $ 10,000 $ 10,000 $ -
7. Debt
Fixed and Floating Rate Notes
In December 2001, the Partnership and Verizon Wireless Capital LLC, a wholly-owned subsidiary of the Partnership, co-issued a
private placement of $1.5 billion floating rate notes, originally maturing in December 2003, and $2.5 billion fixed rate notes,
maturing in December 2006. The net cash proceeds were used to reduce outstanding amounts under a bank credit facility.
Verizon Wireless Capital LLC, a Delaware limited liability company, was formed for the sole purpose of facilitating the offering
of the notes and additional debt securities of the Partnership. Other than acting as co-issuer of the Partnership indebtedness,
Verizon Wireless Capital LLC had no material assets, operations or revenues. The Partnership was jointly and severally liable
with Verizon Wireless Capital LLC for the notes. On July 10, 2002, the Partnership filed a registration statement on Form S-4 to
exchange the privately placed notes for a new issue of notes with identical terms registered under the Securities Act of 1933. The
registration statement was declared effective and the exchange offer commenced on October 11, 2002. The exchange offer
expired and closed on November 12, 2002.
On November 17, 2003, the Partnership and Verizon Wireless Capital LLC co-issued another private placement of $1.5 billion
floating rate notes. The net proceeds from the sale of the notes were used to repay the $1.5 billion floating rate notes that matured
in December 2003 and a $24 million bank credit facility. On May 23, 2005, the Partnership repaid these floating rate notes with
proceeds obtained through intercompany borrowings.
The $2.5 billion, net of an original $12 million discount, fixed rate notes bore interest at a rate of 5.375% due semi-annually on
each June 15 and December 15. On December 15, 2006, the Partnership repaid these fixed rate notes with proceeds obtained
through intercompany borrowings.
8. Due from/to Affiliates
(Dollars in Millions) 2007
December 31,
2006
Receivable from affiliates, net $ 178 $ 73
Payables to affiliates:
Short term note payable to affiliate 3,391 -
Long term notes payable to affiliate 2,578 12,933
Total due to affiliates $ 5,791 $ 12,860
Receivable from Affiliates, Net
The Partnership has agreements with certain Affiliates for the provision of services in the normal course of business, including
but not limited to direct and office telecommunications and general and administrative services.
Term Notes Payable to Affiliates
In conjunction with its acquisition of the operating assets of Price in August 2002, Verizon Wireless of the East LP obtained a
$350 million term note from Verizon Investments Inc., a wholly-owned subsidiary of Verizon. These funds were used to partially
fund the redemption of debt assumed from Price. In September 2006, Verizon Wireless of the East LP repaid in full and
cancelled this note using the proceeds of a $350 million floating rate note payable by Verizon Wireless of the East LP to the
14
B-15

Partnership, with a maturity date of February 18, 2011. This note bears interest at a rate per annum computed monthly based
upon the weighted cost of the Partnership’s outstanding borrowings during the month. The Partnership financed this new note
using intercompany borrowings from an affiliate of Verizon.
On February 18, 2005, the Partnership signed a floating rate promissory note with Verizon Global Funding Corp. (“VGF”), a
wholly-owned subsidiary of Verizon, that permits the Partnership to borrow, repay and re-borrow from time-to-time up to a
maximum principal amount of $6.5 billion with a maturity date of February 22, 2008. Amounts borrowed under the note bear
interest at a rate per annum equal to one-month LIBOR plus 20 basis points for each interest period, with the interest rate being
adjusted on the first business day of each month. Borrowings under this note as of December 31, 2007 were approximately $891
million. This borrowing is classified as due to affiliate (current liabilities) on the accompanying consolidated balance sheet as of
December 31, 2007.
On December 15, 2006, the Partnership signed a fixed rate promissory note in the amount of $2.5 billion payable to Verizon
Financial Services LLC, due on December 15, 2008. Amounts borrowed under this note bear interest at a rate of approximately
5.3% per annum. Proceeds from the note were used to repay $2.5 billion fixed rate notes that matured in December 2006.
Borrowings under this note at December 31, 2007 were $2.5 billion. This borrowing is classified as due to affiliate (current
liabilities) on the accompanying consolidated balance sheet as of December 31, 2007.
On September 1, 2005, the Partnership signed a floating rate promissory note in the amount of approximately $2.4 billion payable
to VGF, and due on August 1, 2009. Amounts borrowed under this note bear interest at a rate per annum equal to one-month
LIBOR plus 20 basis points for each interest period, with the interest rate being adjusted on the first business day of each month.
This note was effective as of July 1, 2005, and replaced a prior $2.4 billion term note due in 2009 to VGF, which was cancelled as
a result. Borrowings under this note at December 31, 2007 were approximately $2.4 billion. This borrowing is classified as due
to affiliate (non-current liabilities) on the accompanying consolidated balance sheet as of December 31, 2007.
Also on September 1, 2005, the Partnership signed a fixed rate promissory note that permits the Partnership to borrow, repay and
re-borrow from time-to-time up to a maximum principal amount of $9.0 billion from VGF, with a maturity date of August 1,
2009. Amounts borrowed under this note bear interest at a rate of 5.8% per annum. This note was effective as of July 1, 2005,
and replaced a prior demand note due to VGF, which was cancelled as a result. Borrowings under this note at December 31, 2007
were approximately $147 million. This borrowing is classified as due to affiliate (non-current liabilities) on the accompanying
consolidated balance sheet as of December 31, 2007.
Effective February 1, 2006, VGF was merged with and into Verizon, making Verizon the lender on all of our notes previously
payable to VGF. On March 1, 2006, Verizon assigned these notes to a wholly-owned subsidiary, Verizon Financial Services LLC
(“VFSL”).
9. Financial Instruments
Fair Value
The carrying amounts and fair values of the Partnership’s financial instruments as of December 31 consist of the following:
(Dollars in Millions)
Carrying
Value
15
2007
December 31,
2006
Fair
Carrying
Value
Value
Term notes due to affiliates $ 5,969 $ 5,990 $ 12,933 $ 13,116
Partner’s capital subject to redemption $ - $ - $ 10,000 $ 10,000
The Partnership’s trade receivables and payables are short term in nature. Accordingly, these instruments’ carrying value
approximates fair value. A discounted future cash flows method is used to determine the fair value of the term notes due to
affiliates.
Fair
Value
B-16

10. Employee Benefit Plans
Employee Savings and Profit Sharing Retirement Plans
The Partnership maintains the Verizon Wireless Savings and Retirement Plan (the “VZW Plan”) for the benefit of its employees.
Employees of the Partnership are eligible to participate as soon as practicable following their commencement of employment.
Under the employee savings component of the VZW Plan, employees may contribute, subject to IRS limitations, up to a total of
25% of eligible compensation, on a before-tax or after-tax basis, or as a combination of before-tax and after-tax contributions,
under Section 401(k) of the Internal Revenue Code of 1986, as amended. In 2007, employees were able to contribute up to a total
of 25% of eligible compensation. Up to the first 6% of an employee’s eligible compensation contributed to the VZW Plan is
matched 100% by the Partnership. The Partnership recognized approximately $174 million, $146 million and $118 million of
expense related to matching contributions for the years ended December 31, 2007, 2006, and 2005, respectively.
Under the profit sharing component of the VZW Plan the Partnership may elect, at the sole discretion of the Human Resources
Committee of the Board of Representatives (the “HRC”), to contribute an additional amount to the accounts of employees who
have completed at least 12 months of service by December 1 of the year the profit sharing is offered in the form of a profit sharing
contribution. The HRC declared profit sharing contributions of 3% of employees’ eligible compensation for 2007, 2006 and
2005, respectively. The Partnership recognized approximately $92 million, $81 million and $70 million of expense related to
profit sharing contributions for 2007, 2006, and 2005, respectively.
11. Long-Term Incentive Plan
Effective January 1, 2006, the Partnership adopted SFAS No. 123(R), which eliminates the alternative to use the intrinsic value
method of accounting that was provided in SFAS No. 123. The Partnership recorded a $124 million cumulative effect of
adoption as of January 1, 2006 to recognize the effect of initially measuring the outstanding liability for Value Appreciation
Rights (“VARs”) granted under the 2000 Verizon Wireless Long Term Incentive Plan at fair value utilizing a Black-Scholes
model.
Verizon Wireless Long Term Incentive Plan
The 2000 Verizon Wireless Long-Term Incentive Plan (the “Wireless Plan”) provides compensation opportunities to eligible
employees and other participating affiliates of the Partnership. The Plan provides rewards that are tied to the long-term
performance of the Partnership. Under the Wireless Plan, VARs and Restricted Partnership Units (“RPUs”) are granted to
eligible employees. The aggregate number of VARs and RPUs that may be issued under the Plan is approximately 343 million.
VARs reflect the change in the value of the Partnership, as defined in the plan, similar to stock options. Once VARs become
vested, employees can exercise their VARs and receive a payment that is equal to the difference between the VAR price on the
date of grant and the VAR price on the date of exercise, less applicable taxes. VARs are fully exercisable three years from the
date of grant with a maximum term of 10 years. All VARs are granted at a price equal to the estimated fair value of the
Partnership, as defined in the plan, at the date of the grant.
On July 24, 2003, the Verizon Wireless Board of Representatives approved a long-term incentive grant of RPUs to all eligible
employees. RPUs were very similar to restricted stock in that at the time of vesting, each RPU was worth the entire value of the
unit. The RPUs vested in full on December 31, 2005, and were paid on January 31, 2006.
The Partnership employs the income approach, a standard valuation technique, to arrive at the fair value of the Partnership on a
quarterly basis using publicly available information. The income approach uses future net cash flows discounted at market rates
of return to arrive at an indication of fair value, as defined in the plan.
For the years ended December 31, 2007 and 2006, the Partnership recognized compensation expense resulting from the Wireless
Plan of approximately $487 million and $734 million, respectively. The cumulative effect of accounting change of $124 million
was included in the $734 million of compensation expense for the year ended December 31, 2006. The Partnership recognized
$587 million of compensation expense for the year ended December 31, 2005 under the recognition provisions of SFAS No. 123.
16
B-17

With the adoption of SFAS No. 123(R), the Partnership began estimating the fair value of VARs granted using a Black-Scholes
option valuation model. The following table summarizes the assumptions used in the model during the years ended December 31,
2007 and 2006:
2007 2006
Ranges Ranges
Risk-free rate 3.2% - 5.1% 4.6% - 5.2%
Expected term (in years) 0.9 - 3.4 1.0 - 3.5
Expected volatility 18.1% - 23.4% 17.6% - 22.3%
Expected dividend yield n/a n/a
The risk-free rate is based on the U.S. Treasury yield curve in effect at the measurement date. The expected term of the VARs
was estimated using a combination of the simplified method as prescribed in SAB No. 107, “Share-Based Payment,” historical
experience, and management judgment. Expected volatility was based on a blend of the historical and implied volatility of
publicly traded peer companies for a period equal to the VARs expected life, ending on the measurement date, and calculated on a
monthly basis. The Partnership does not pay dividends.
For the years ended December 31, 2007, 2006, and 2005, the intrinsic value of VARs exercised during the period was $488
million, $80 million, and $375 million, respectively.
Cash paid to settle VARs for the years ended December 31, 2007, 2006, and 2005 was $452 million, $74 million, and $351
million, respectively.
Awards outstanding at December 31, 2007, 2006 and 2005 under the Wireless Plan are summarized as follows:
RPUs (a) VARs (a)
Weighted
Average
Exercise
Price
Vested
of VARs (a) VARs(a)
Outstanding, January 1, 2005 15,122,393 160,661,318 $ 15.63 66,939,006
Granted (72) 9,845 14.85
Exercised - (47,964,458) 12.27
Cancelled (669,557) (3,783,534) 15.17
Outstanding, December 31, 2005 14,452,764 (b) 108,923,171 17.12 63,596,655
Granted 173,197 - -
Exercised (14,607,439) (7,448,447) 13.00
Cancelled/Forfeited (18,522) (7,007,944) 23.25
Outstanding, December 31, 2006 - 94,466,780 16.99 52,041,606
Granted - 134,375 13.89
Exercised - (30,848,164) 15.07
Cancelled/Forfeited - (3,341,283) 24.12
Outstanding, December 31, 2007 - 60,411,708 $ 17.58 60,411,708
____________
(a) The weighted average exercise price is presented in actual dollars; VARs and RPUs are presented in actual units.
(b) RPUs, totaling approximately $303 million vested in full on December 31, 2005 and were paid and cancelled on January 31, 2006.
The following table summarizes the status of the Partnership’s VARs as of December 31, 2007:
Range of
Exercise Prices
VARs
VARs Outstanding (a) VARs Vested (a) (b)
Weighted
Average
Remaining
Contractual
Life (Years)
Weighted
Average
Exercise Price
$8.74 - $14.79 33,174,793 5.67 $ 12.18 33,174,793 $ 12.18
$14.80 - $22.19 12,071,783 3.75 16.77 12,071,783 16.77
$22.20 - $30.00 15,165,132 2.53 30.00 15,165,132 30.00
Total 60,411,708 $ 17.58 60,411,708 $ 17.58
________
(a) As of December 31, 2007 the aggregate intrinsic value of VARs outstanding and VARs vested was $963 million.
(b) For the years ended December 31, 2007, 2006 and 2005, the fair value of VARs vested during the period was $716 million, zero, and $588 million,
respectively.
17
VARs
Weighted
Average
Exercise Price
B-18

Verizon Communications Long Term Incentive Plan
The Verizon Communications Long Term Incentive Plan (the “Verizon Plan”), permits the grant of nonqualified stock options,
incentive stock options, restricted stock, restricted stock units, performance shares, performance share units and other awards. The
maximum number of shares for awards is 207 million.
Restricted Stock Units
The Verizon Plan provides for grants of restricted stock units (“RSUs”) that vest at the end of the third year after the grant. The
RSUs are classified as liability awards because the RSUs are paid in cash upon vesting. The RSU award liability is measured at its
fair value at the end of each reporting period and, therefore, will fluctuate based on the performance of Verizon’s stock.
The Partnership had approximately 3.6 million RSUs outstanding under the Verizon Plan as of December 31, 2007.
Performance Share Units
The Verizon Plan also provides for grants of performance share units (“PSUs”) that vest at the end of the third year after the
grant. The PSUs are classified as liability awards because the PSU awards are paid in cash upon vesting. The PSU award
liability is measured at its fair value at the end of each reporting period and, therefore, will fluctuate based on the performance of
Verizon’s stock as well as a performance measure.
The Partnership had approximately 5.4 million PSUs outstanding under the Verizon Plan as of December 31, 2007.
Stock-Based Compensation Expense
As of December 31, 2007, unrecognized compensation expense related to the unvested portion of the Partnership’s RSUs and
PSUs was approximately $99 million and is expected to be recognized over the next two years.
For the years ended December 31, 2007, 2006 and 2005, the Partnership recognized compensation expense for stock based
compensation related to RSUs and PSUs of $144 million, $72 million and $27 million, respectively.
12. Income Taxes
Provision for Income Taxes
The provision for income taxes consists of the following:
For the Years Ended December 31,
(Dollars in Millions) 2007 2006 2005
Current tax provision:
Federal $ 437 $ 355 $ 275
State and local 179 122 85
616 477 360
Deferred tax provision:
Federal 93 94 82
State and local 5 28 (8)
98 122 74
Provision for income taxes $ 714 $ 599 $ 434
18
B-19

A reconciliation of the income tax provision computed at the statutory tax rate to the Partnership’s effective tax rate is as follows:
For the Years Ended December 31,
(Dollars in Millions) 2007 2006 2005
Income tax provision at the statutory rate $ 3,962 $ 3,123 $ 2,305
State income taxes, net of U.S. federal benefit 130 107 46
Interest and penalties 4 - -
Partnership income not subject to federal or state income taxes (3,382) (2,631) (1,917)
Provision for income tax $ 714 $ 599 $ 434
Deferred taxes arise because of differences in the book and tax bases of certain assets and liabilities. The significant components
of the Partnership’s deferred tax assets and (liabilities) are as follows:
December 31,
(Dollars in Millions) 2007 2006
Deferred tax assets:
Bad debt $ 10 $ 7
Accrued expenses 14 8
Net operating loss carryforward 163 272
Other state tax deduction 108 -
Total deferred tax assets $ 295 $ 287
Deferred tax liabilities:
Property, plant and equipment $ (428) $ (468)
Intangible assets (5,562) (5,429)
Total deferred tax liabilities $ (5,990) $ (5,897)
Net deferred tax asset-current (a) $ 138 $ 129
Net deferred tax liability-non-current $ (5,833) $ (5,739)
____________
(a) Included in prepaid expenses and other current assets in the accompanying consolidated balance sheets.
Net operating loss carryforwards of $586 million expire at various dates principally from December 31, 2017 through December
31, 2025.
Uncertainty in Income Taxes
Effective January 1, 2007, the Partnership adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes” (“FIN 48”), which requires the use of a two-step approach for recognizing and measuring tax benefits taken or
expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. As a result of the
implementation of FIN 48, the Partnership recorded a $19 million reduction to partners’ capital with an offsetting increase in the
liability for unrecognized tax benefits as of January 1, 2007. A reconciliation of the beginning and ending amount of
unrecognized tax benefits is as follows:
(Dollars in Millions)
Balance as of January 1, 2007 $ 70
Additions based on tax positions related to the current year 12
Additions for tax positions of prior years 1
Reductions due to lapse of applicable statute of limitations (16)
Balance as of December 31, 2007 $ 67
Included in the total unrecognized tax benefits at December 31, 2007, is $30 million of unrecognized tax benefits that, if
recognized, would favorably affect the effective tax rate. The remaining unrecognized tax benefits relate to temporary items that
would not affect the effective tax rate.
The Partnership recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. We had
approximately $17 million for the payment of interest and penalties accrued as of December 31, 2007, relating to the $67 million
of unrecognized tax benefits reflected above.
19
B-20

The Partnership or its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various state and local jurisdictions.
The Partnership is generally no longer subject to U.S. federal or state income examinations by tax authorities for years before
2000. The Internal Revenue Service (IRS) is currently examining the Partnership’s U.S. income tax returns for years 2000
through 2003. One local municipality is currently examining the tax returns for years 1998 through 2002. It is reasonably
possible that the unrecognized tax benefits may be adjusted within the next twelve months as a result of the settlement of that
local municipality’s exam. An estimate of the amount of the change attributable to such settlement cannot be made at this time.
Management believes any settlement will not have a material impact on results from operations.
13. Leases
Operating Leases
The Partnership has entered into operating leases for facilities and equipment used in its operations. Lease contracts include
renewal options that include rent expense adjustments based on the Consumer Price Index as well as annual and end-of-lease term
adjustments. Rent expense is recorded on a straight-line basis. The noncancellable lease term used to calculate the amount of the
straight-line rent expense is generally determined to be the initial lease term, and considers any optional renewal terms that are
reasonably assured. Leasehold improvements related to these operating leases are amortized over the shorter of their estimated
useful lives or the noncancellable lease term. For the years ended December 31, 2007, 2006, and 2005, the Partnership
recognized rent expense related to payments under these operating leases of $737 million, $706 million, and $603 million,
respectively, in cost of service and $339 million, $313 million, and $287 million, respectively, in selling, general and
administrative expense in the accompanying consolidated statements of operations and comprehensive income.
The aggregate future minimum rental commitments under noncancellable operating leases, excluding renewal options that are not
reasonably assured for the periods are as follows:
(Dollars in Millions)
20
Operating
Leases
Years
2008 $ 918
2009 789
2010 630
2011 458
2012 291
2013 and thereafter 931
Total minimum payments $ 4,017
14. Other Transactions with Affiliates
In addition to transactions with Affiliates in Notes 5 and 8, other significant transactions with Affiliates are summarized as
follows:
For the Years Ended December 31,
(Dollars in Millions) 2007 2006 2005
Revenue related to transactions with affiliated companies $ 105 $ 113 $ 97
Cost of service (a) $ 1,148 $ 945 $ 742
Certain general and administrative expenses (b) $ 154 $ 105 $ 73
Interest expense, net (c) $ 532 $ 629 $ 677
____________
(a) Affiliate cost of service primarily represents cost of long distance, direct telecommunication and roaming charges from transactions with affiliates.
(b) Affiliate general and administrative expenses includes direct billings from affiliates, as well as services billed from the Verizon Service Organization
(“VSO”) for functions performed under service level agreements.
(c) Interest costs of $296, $318 and $248 were capitalized in wireless licenses, net and property, plant and equipment, net in the years ended December 31,
2007, 2006 and 2005, respectively.
Under the terms of the partnership agreement between Verizon and Vodafone, the Partnership is required to make annual
distributions to its partners to pay taxes. Additionally, through April 2005, the Partnership was required, subject to compliance
with specified financial tests, to pay distributions to the partners based upon a calculation specified in the partnership agreement.
B-21

The Partnership made distributions to its partners for the following periods:
(Dollars in Millions)
Period Paid Distribution Measurement Period
Distribution Amount (a)
November 2007 July through September 30, 2007 $ 438 (b)
August 2007 April through June 30, 2007 $ 499 (b)
May 2007 January through March 31, 2007 $ 511 (b)
February 2007 October through December 31, 2006 $ 470 (b)
November 2006 July through September 30, 2006 $ 467 (c)
August 2006 April through June 30, 2006 $ 193
May 2006 January through March 31, 2006 $ 308 (c)
February 2006 October through December 31, 2005 $ 292
November 2005 July through September, 30, 2005 $ 153
August 2005 April through June 30, 2005 $ 190
May 2005 January through March 31, 2005 $ 129
February 2005 July through December 31, 2004 $ 1,997
____________
(a) The Partnership made a distribution of $571 million in February 2008 for the distribution measurement period October through December 31, 2007. This
amount includes state tax payments of approximately $22 million, paid on behalf of our partners and subsequently reimbursed.
(b) Includes state tax payments of approximately $17 million, $51 million, $10 million, and $6 million paid in the 1st, 2nd, 3rd, and 4th quarters of 2007,
respectively. These amounts were paid on behalf of our partners and subsequently reimbursed.
(c) Includes state tax payments of approximately $2 million and $4 million paid in the 2nd and 4th quarters of 2006, respectively. These amounts were paid
on behalf of our partners and subsequently reimbursed.
On October 14, 2003, the Partnership received, on behalf of our partners, a final purchase payment in respect of the disposition of
the Chicago market that had previously been beneficially owned jointly by Verizon and Vodafone. The receipt of this payment
triggered an obligation of Verizon and Vodafone pursuant to Section 7.6 of the Alliance Agreement to calculate certain payments
received and expenses paid by Verizon, Vodafone and each of their respective affiliates in connection with overlap market
dispositions, together with certain adjustments. Also pursuant to this provision, upon completion of this calculation, either
Verizon or Vodafone was required to make a payment to the Partnership under certain circumstances. On September 1, 2005,
Verizon and Vodafone finalized this calculation. As a result, the Partnership received a capital contribution, net, from Verizon
through the payment of approximately $512 million, which was used to reduce the debt owed to Verizon. This payment did not
alter the percentage interests of either of the partners in the Partnership.
The Partnership had agreements with an entity owned by Verizon and Vodafone that operated overlapping properties in Chicago,
Houston and Richmond that the Partnership was required to dispose of pursuant to FCC regulations and which has since been
sold. Pursuant to the agreements, the Partnership provided transition services and products and employee services and licensed
trademarks and copyrighted materials. On September 2, 2005, the Partnership received a total payment of $172 million from
Verizon and Vodafone representing payment in full of the outstanding accounts receivables relating to these transition services.
15. Commitments and Contingencies
Under the terms of an agreement entered into among the Partnership, Verizon, and Vodafone on April 3, 2000, Vodafone
obtained the right to require the Partnership to purchase up to an aggregate of $20 billion of Vodafone’s interest in the
Partnership, at its then fair market value. Up to $10 billion was redeemable during the 61-day periods that opened on June 10 and
closed on August 9 in 2004 and 2005. Vodafone did not exercise its redemption rights during those periods. As a result, $20
billion, not to exceed $10 billion in any one year, remained redeemable during the 61-day periods opening on June 10 and closing
on August 9 in 2006 and 2007. Vodafone did not exercise its redemption rights during those periods. Accordingly, $10 billion of
partners’ capital classified as redeemable in the December 31, 2006 consolidated balance sheet has been reclassified to partners’
capital on the accompanying consolidated balance sheet as of December 31, 2007.
The U.S. Wireless Alliance Agreement entered into between Vodafone and Verizon in September 1999, as amended (the
“Alliance Agreement”), contains a provision, subject to specified limitations, that requires Vodafone and Verizon to indemnify
the Partnership for certain contingencies, excluding PrimeCo contingencies, arising prior to the formation of Verizon Wireless.
The Partnership is subject to lawsuits and other claims, including class actions and claims relating to product liability, patent
infringement, intellectual property, antitrust, partnership disputes, and relations with resellers and agents. The Partnership is also
defending lawsuits filed against the Partnership and other participants in the wireless industry alleging adverse health effects as a
result of wireless phone usage. Various consumer class action lawsuits allege that the Partnership violated certain state consumer
21
B-22

protection laws and other statutes and defrauded customers through misleading billing practices or statements. These matters may
involve indemnification obligations by third parties and/or affiliated parties covering all or part of any potential damage awards
against the Partnership and/or insurance coverage.
All of the above matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, the
ultimate liability with respect to these matters as of December 31, 2007 cannot be ascertained. The potential effect, if any, on the
consolidated financial statements of the Partnership, in the period in which these matters are resolved, may be material.
In addition to the aforementioned matters, the Partnership is subject to various other legal actions and claims in the normal course
of business. While the Partnership’s legal counsel cannot give assurance as to the outcome of each of these other matters, in
management’s opinion, based on the advice of such legal counsel, the ultimate liability with respect to any of these actions, or all
of them combined, will not materially affect the consolidated financial statements of the Partnership.
In late July 2007, the Partnership announced that it has entered into an agreement to acquire Rural Cellular Corporation (“Rural
Cellular”), for $45 per share in cash ($757 million). As a result of the acquisition, the Partnership will assume Rural Cellular’s
outstanding debt. The total transaction value is approximately $2.67 billion. Rural Cellular has more than 700,000 customers in
markets adjacent to the Partnership’s existing service areas. Rural Cellular’s networks are located in the states of Maine,
Vermont, New Hampshire, New York, Massachusetts, Alabama, Mississippi, Minnesota, North Dakota, South Dakota,
Wisconsin, Kansas, Idaho, Washington, and Oregon. Rural Cellular’s shareholders approved the transaction on October 4, 2007.
The acquisition, which is subject to regulatory approvals, is expected to close in the third quarter of 2008.
On December 3, 2007, the Partnership signed a definitive exchange agreement with AT&T, in connection with the Partnership’s
purchase of Rural Cellular. Under the terms of the agreement, the Partnership will receive cellular operating markets in Madison
and Mason, KY, and 10MHz PCS licenses in Las Vegas, NV; Buffalo, NY; Sunbury-Shamokin and Erie, PA; and Youngstown,
OH. The Partnership will also receive minority interests held by AT&T in three entities in which the Partnership also holds an
interest plus a cash payment. In exchange, the Partnership will give to AT&T six cellular operating markets in Burlington,
Franklin and the northern portion of Addison, VT; Franklin, NY; and Okanogan and Ferry, WA; and a cellular license for the
Kentucky 6 market. The operating markets the Partnership is exchanging are among those it is slated to acquire from Rural
Cellular. The exchange with AT&T, which is subject to regulatory approvals, is expected to close in the second half of 2008.
16. Subsequent Events
On January 24, 2008, the FCC began conducting an auction of spectrum in the 700 MHz band (“Auction 73”). This spectrum is
currently used for UHF television operations but by law those operations must cease no later than February 17, 2009. The
Partnership filed an application on December 3, 2007, to qualify as a bidder in this auction, and on January 14, 2008, the FCC
announced that the Partnership and 213 other applicants had qualified as eligible to bid in the auction. On January 4, 2008, the
Partnership paid to the FCC an $885 million deposit in order to obtain 590 million bidding eligibility units for participation in this
auction. On March 20, 2008, the FCC announced the results of its Auction 73 for wireless spectrum licenses. The Partnership
was the successful bidder for twenty-five 12 MHz licenses in the A-Block frequency, seventy-seven 12 MHz licenses in the B-
Block frequency and seven 22 MHz licenses (nationwide with the exception of Alaska) in the C-Block frequency, with an
aggregate bid price of $9.4 billion. On April 3, 2008, the Partnership paid to the FCC an additional $988 million down payment
relating to the wireless spectrum licenses on which the Partnership was the high bidder. Subsequently, on April 17, 2008 the
Partnership paid the balance of approximately $7.5 billion to the FCC. The Partnership expects the licenses to be granted by the
FCC late in the second quarter of 2008.
On February 22, 2008, the Partnership repaid the floating rate promissory note payable to VFSL on the maturity date with
proceeds obtained through intercompany borrowings.
On March 31, 2008, the Partnership signed a floating rate promissory note that permits the Partnership to borrow up to a
maximum principal amount of approximately $9.4 billion from VFSL, with a maturity date of March 31, 2010. Amounts
outstanding under this note bear interest at a rate of 3.10% until May 1, 2008, and thereafter, at a rate per annum equal to onemonth
LIBOR plus 28 basis points for each interest period, with the interest rate being adjusted on the first business day of each
month. Proceeds from the note can only be used to fund the acquisition of wireless spectrum licenses in the recently completed
700 MHz wireless spectrum auction conducted by the FCC. On April 1, 2008, the Partnership borrowed $885 million under this
note. These proceeds were used to refinance the deposit amount previously paid to the FCC to participate in Auction 73. On
April 3, 2008, the Partnership borrowed an additional $988 million to finance the down payment due to the FCC on the same day.
On April 17, 2008, the Partnership borrowed approximately $7.5 billion to finance the balance due to the FCC for the wireless
spectrum licenses won in Auction 73.
22
B-23

On May 9, 2008, the Partnership completed the purchase of spectrum licenses and operating assets of SureWest Wireless from
SureWest Communications for $69 million. The licenses cover a population of approximately 3.8 million in the greater
Sacramento area, and will expand the Partnership’s spectrum capacity in that area.
On June 5, 2008, the Partnership signed a definitive agreement to acquire Alltel Corporation (“Alltel”) in a cash merger. Under
the terms of the agreement, the Partnership will acquire the equity of Alltel for approximately $5.9 billion. In connection with
entering into the merger agreement, the Partnership will also acquire approximately $5.0 billion in Alltel debt from various Alltel
lenders. Based on Alltel’s projected net debt at closing of $22.2 billion, the aggregate value of the transaction is estimated to be
$28.1 billion. Alltel has approximately 13 million customers in 34 states. The merger is targeted to close by end of 2008, subject
to obtaining regulatory approvals. The Partnership expects to fund its obligations at closing through additional borrowings. On
June 5, 2008, the Partnership entered into a senior unsecured 364-day credit facility of approximately $7.6 billion.
23
B-24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Representatives and Partners of
Cellco Partnership d/b/a Verizon Wireless:
We have audited the accompanying consolidated balance sheets of Cellco Partnership
d/b/a Verizon Wireless (the “Partnership”) as of December 31, 2007 and 2006, and the
related consolidated statements of operations and comprehensive income, changes in
partners’ capital, and cash flows for each of the three years in the period ended December
31, 2007. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material
respects, the financial position of the Partnership as of December 31, 2007 and 2006, and
the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2007, in conformity with accounting principles generally accepted
in the United States of America.
As discussed in Notes 1 and 11 to the consolidated financial statements, the Partnership
adopted the provisions of Statement of Financial Accounting Standards No. 123(R),
“Share-Based Payment,” on January 1, 2006.
As discussed in Note 12 to the consolidated financial statements, the Partnership adopted
the provisions of Financial Accounting Standards Board Interpretation No. 48,
“Accounting for Uncertainty in Income Taxes,” on January 1, 2007.
Deloitte & Touche LLP
New York, New York
February 22, 2008 (June 6, 2008 as to Note 16 and the 6 th and 7 th paragraphs of Note 15)
B-25

Return of Capital and Share Consolidation
Background
The Company implemented a transaction to return capital to shareholders (the “Return of Capital”) during the year ended 31 March 2007
by way of an issue (the “Bonus Issue”) of redeemable, non-cumulative preference shares (the “B Shares”) to shareholders in proportion to
their holding of ordinary shares or ADRs immediately prior to the Bonus Issue (the “Pre-existing Shares” and the “Pre-existing ADRs”
respectively). Under the Return of Capital, holders of the Pre-existing Shares could elect to have one of the following alternatives apply
(with certain classes of persons located in the US along with holders of Pre-existing ADRs only permitted to participate in the second
alternative below):
(i) the shareholder could elect to redeem the B Shares at their nominal value on 4 August 2006 (the “Initial Redemption”);
(ii) the shareholder could elect to receive a single dividend of an amount equal to the nominal value of the B Shares on a specified date in
August 2006 (the “Initial B Share Dividend”) following which the shares automatically converted into unlisted deferred shares (the
“Deferred Shares”); or
(iii) the shareholder could elect to redeem the B Shares at their nominal value at a later date being 5 February or 5 August in the calendar
year 2007 or 2008 (the “Future Redemption”) with the shareholder receiving a continuing, non-cumulative preferential dividend on the B
Shares in the meantime.
At the same time, the Pre-existing Shares and the Pre-existing ADRs were sub-divided and consolidated (the "Share Capital
Consolidation"). The Share Capital Consolidation and the Bonus Issue are together referred to as the "Capital Reorganisation". The
shares and ADRs following sub-division and consolidation are referred to below as "New Shares" or "New ADRs" in order to distinguish
them from the Pre-existing Shares and Pre-existing ADRs.
UK Taxation
The comments below are intended only as a general guide to the current tax position under the laws of the United Kingdom and practice of
Her Majesty’s Revenue and Customs primarily in respect of US holders who are (except where specifically addressed) solely resident in the
United Kingdom for tax purposes and who hold their shares beneficially as investments and not on trading account. This is a complex area
and shareholders should consult their tax advisers in order to be certain of their individual position.
1. Capital Reorganisation
For the purposes of United Kingdom taxation of capital gains and corporation tax on chargeable gains (“CGT”):
1.1 the receipt of the B Shares and the New Shares arising from the Capital Reorganisation was a reorganisation of the share capital of the
Company. Accordingly, a shareholder will not be treated as having made a disposal of all or part of their holding of Pre-existing Shares by
reason of the Capital Reorganisation;
1.2 the B Shares and New Shares acquired as a result of the Capital Reorganisation are to be treated as the same asset as the shareholder’s
holding of Pre-existing Shares, and as having been acquired at the same time as the shareholder’s holding of Pre-existing Shares were
acquired; and
1.3 any proceeds of sale of fractional entitlements returned to shareholders are not to be treated as proceeds of disposal but the amount
will be deducted from the base cost on acquisition of the Pre-existing Shares.
2. Initial B Share Dividend
2.1 Income Tax
The Company did not (and was not required to) withhold tax at source when paying the Initial B Share Dividend.
A United Kingdom resident individual shareholder liable to income tax at the starting or basic rate pays no tax on the Initial B Share
Dividend unless it has taken that shareholder’s income into a higher rate tax band.
A United Kingdom resident individual shareholder liable to income tax at the higher rate, is liable to pay tax equal to 25% of the cash
dividend received to the extent that the gross dividend when treated as the top slice of that shareholder’s income falls above the threshold
for higher rate income tax.
United Kingdom resident taxpayers not liable to United Kingdom tax on dividends, are not generally liable to pay tax on the Initial B Share
Dividend.
United Kingdom resident corporate shareholders are generally not subject to corporation tax on the Initial B Share Dividend.
2.2 Taxation of chargeable gains
For CGT purposes, the Initial B Share Dividend (and the consequent conversion of the B Shares into Deferred Shares) should not be treated
as having given rise to a disposal or part disposal of the B Shares.
C-1

Shareholders who have received the Initial B Share Dividend should note that, consequent to the Capital Reorganisation, a proportion of
the base cost, for CGT purposes, of their original holdings of Pre-existing Shares is to be attributed to the B Shares and this amount is to
continue to be attributed to those B Shares following their conversion into Deferred Shares (notwithstanding that the Deferred Shares have
limited rights or value). Correspondingly, only a proportion of the base cost of the holding of Pre-existing Shares is available on any disposal
of New Shares.
A transfer of the Deferred Shares is to be treated as a disposal and might result in a shareholder realising a capital loss. However,
shareholders liable to corporation tax should note that it is possible that Section 30 of the Taxation of Chargeable Gains Act 1992 could
apply to such a shareholder who elected for the Initial B Share Dividend. If it were so applied, the effect is broadly to deny any loss
attributable to the payment of that Initial B Share Dividend from being allowed on disposal of the Deferred Shares.
3. Redemption of B Shares
3.1 On redemption (whether an Initial Redemption or a Future Redemption) of all or any of the B Shares, a shareholder might, depending
on their particular circumstances, be subject to CGT on the amount of any chargeable gain realised. Any gain is measured by reference to
the excess of the redemption price over the shareholder’s allowable expenditure for the B Shares redeemed. The shareholder’s allowable
expenditure in relation to his Pre-existing Shares is to be apportioned between the New Shares and the B Shares by reference to their
respective market values on the first day on which market values or prices were quoted or published for the New Shares.
3.2 No part of the proceeds received by a shareholder on redemption is an income distribution in the shareholder’s hands.
3.3 On any disposal, otherwise than by way of redemption, of the whole or part of a shareholder’s holding of New Shares or B Shares, a
shareholder may, depending on his circumstances, be subject to CGT on the amount of any chargeable gain realised. Please refer to
paragraph 3.1 above for details of the manner in which the shareholder’s allowable expenditure is allocated as between the New Shares
and the B Shares.
4. Dividends on New Shares and B Shares other than the Initial B Share Dividend
Dividends payable on the New Shares and the B Shares are subject to United Kingdom tax under the rules applicable to dividends. Under
current United Kingdom taxation legislation, no tax is withheld at source from dividends paid on the New Shares or on the B Shares. The
current rules and rates of tax correspond to those outlined in paragraph 2.1 above.
5. Stamp Duty and Stamp Duty Reserve Tax
5.1 Except in relation to depositary receipt arrangements or clearance services where special rules apply:
• no stamp duty or stamp duty reserve tax (“SDRT”) is payable on the issue of the B Shares and New Shares; and
• an agreement to sell B Shares or New Shares normally gives rise to liability on the purchaser to SDRT, at the rate of 0.5% of the actual
consideration paid. If an instrument of transfer of the B Shares is subsequently produced it would generally be subject to stamp duty at the
rate of 50 pence for every £100 (or part thereof) of the actual consideration paid. When such stamp duty is paid, the SDRT charge is
cancelled and any SDRT already paid is refunded. Stamp duty and SDRT is generally the liability of the purchaser.
5.2 Where shareholders elect to redeem B Shares, the redemption of those B Shares by the Company does not give rise to a liability to
stamp duty or SDRT.
5.3 In relation to the special rules applicable to depositary receipt arrangements, no stamp duty or SDRT should be payable in respect of
the issue of the B Shares or Deferred Shares to the Depositary for the Holders of Pre-existing ADRs. Nor will any such charge arise in
connection with the issue of New ADRs.
6. Section 703 Income and Corporation Taxes Act 1988 (“ICTA”) and Section 684 Income Tax Act 2007 (“ITA”)
The Company has been advised that the provisions of section 703 of ICTA (and, as rewritten for income tax purposes, section 684 of ITA)
(anti-avoidance provisions relating to transactions in shares) should not apply in relation to shareholders who received B Shares in the
Capital Reorganisation. The Company did not apply for clearance under section 707 of ICTA (or section 701 of ITA) in this regard.
US Taxation
The discussion below summarises certain US federal income tax consequences for US holders subject to alternative (ii) described above,
the Initial B Share Dividend, and does not describe potential consequences to investors that receive one of the other alternatives described
above. This section only addresses US Holders that hold their Pre-existing Shares as capital assets and does not address tax consequences
applicable to Shareholders subject to special treatment under the US federal income tax laws (for example, dealers or traders in securities
or currencies, banks, insurance companies, tax-exempt organisations, partnerships or other pass-through entities, persons who own 10% or
more of the voting stock of the Compay, persons holding Pre-existing Shares as part of a straddle, hedging, integrated or similar transaction,
and persons whose functional currency is not the US dollar). This summary is based upon the provisions of the Internal Revenue Code of
1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed,
perhaps retroactively, so as to result in US federal income tax consequences different from those discussed below.
If a partnership holds Pre-existing Shares, the tax treatment of a partner will generally depend upon the status of the partner and the
C-2

activities of the partnership. If you are a partner of a partnership which held Pre-existing Shares, you should consult your tax advisers.
This summary assumes that the Deferred Shares have no value, and therefore receipt of the Deferred Shares have no consequences for US
federal income tax purposes.
Each Shareholder should consult its own tax advisers concerning the US federal income tax consequences in light of its particular situation
as well as any consequences arising under the laws of any other taxing jurisdiction.
The Initial B Share Dividend
To the extent paid out of the current or accumulated earnings and profits of the Company (as determined under US tax principles),
beneficial owners of Pre-existing Shares should be treated as receiving a dividend for US federal income tax purposes upon the receipt of
the Initial B Share Dividend and should not be separately taxed upon the receipt of the B Shares, the conversion of Pre-existing Shares into
New Shares (except to the extent of any cash received in respect of fractional shares) or the conversion of B Shares into Deferred Shares.
Such beneficial owners should generally have the same holding period and basis in the New Shares received as they had in their Preexisting
Shares (except such basis may be reduced to the extent attributable to any fractional shares for which cash is received).
However, there is no direct authority addressing the treatment of securities similar to the B Shares or the associated conversion of Preexisting
Shares into New Shares and US Holders should consult their own tax advisers with respect to the appropriate US federal income tax
treatment of receiving the Initial B Share Dividend.
The dividend is treated as ordinary income from foreign sources. With respect to US Shareholders that do not hold Pre-existing ADRs, the
amount of the dividend treated as received generally equals the US dollar value of the sterling received by you calculated by reference to
the exchange rate in effect on the date of the Initial B Share Dividend regardless of whether the sterling is converted into US dollars. If the
sterling received is not converted into US Dollars on the date of receipt, such US Shareholder has a tax basis in the sterling equal to such US
dollar value and any gain or loss realised on a subsequent conversion or other disposal of the sterling will be treated as US source ordinary
income or loss. Amounts payable to holders of Pre-existing ADRs in respect of the Initial B Share Dividend are paid in US dollars by the
Depositary (less US withholding taxes, if any). For individuals, such dividends are generally taxed at a reduced maximum tax rate of 15%,
subject to certain limitations, including a holding period requirement. Such reduced rate is not available to Shareholders that elect to treat
dividend income as “investment income” pursuant to section 163(d)(4) of the Code or that are obligated to make related payments with
respect to positions in substantially similar or related property. Individuals should consult their own tax advisers regarding their eligibility to
claim such reduced rate based on their particular circumstances.
Such dividend is not eligible for the dividends received deduction generally allowed to corporations under the Code.
To the extent that the amount of the Initial B Share Dividend exceeds a US Holder’s allocable share of the Company’s current and
accumulated earnings and profits, the distribution is first treated as a tax-free return of capital, causing a reduction in the adjusted basis of
the Pre-existing Shares (thereby increasing the amount of gain, or decreasing the amount of loss, recognised on a subsequent disposition
of the New Shares), and the balance in excess of adjusted basis is taxed as US source capital gain recognised on a sale or exchange.
However, the Company expects that the distribution will not exceed its current and accumulated earnings and profits.
C-3

SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this annual report on its behalf.
Date: 9 June 2008
VODAFONE GROUP PUBLIC LIMITED COMPANY
(Registrant)
/s/ Stephen Scott
Stephen Scott
Company Secretary

Index to Exhibits to Form 20-F for year ended 31 March 2008
1.1 Memorandum, as adopted on June 13, 1984 and including all amendments made on July
28, 2000, July 26, 2005 (incorporated by reference to Exhibit 1 to the Company’s Annual
Report of Form 20-F for the financial year ended March 31, 2006).
1.2 Articles of Association, as adopted on June 30, 1999 and including all amendments made
on July 25, 2001, July 26, 2005, July 25 2006 and July 24 2007 of the Company.
2.1 Indenture, dated as of February 10, 2000, between the Company and Citibank, N.A. as
Trustee, including forms of debt securities (incorporated by reference to Exhibit 4(a) of
Amendment No. 1 to the Company’s Registration Statement on Form F-3, dated November
24, 2000). (File No. 333-10762)).
2.2 Agreement of Resignation, Appointment and Acceptance dated as of July 24, 2007, among
the Company, Citibank N.A. and the Bank of New York.
4.1 Agreement for US $5,525,000,000 5 year Revolving Credit Facility (subsequently increased
by accession of further lenders to US$5,925,000,000), dated 24 June 2004, among, inter
alia, the Company, ABN Amro Bank N.V.; Banco Bilbao Vizcaya Argentaria S.A. ; Bank of
America, N.A.; Barclays Bank PLC; Bayerische Hypo-und Vereinsbank AG; BNP Paribas ;
CALYON; Citibank, N.A.; Commerzbank Aktiengesellschaft, London Branch; Deutsche
Bank AG; HSBC Bank plc; ING Bank, N.V.; JPMorgan Chase Bank; Lehman Brothers
Bankhaus AG; Lloyds TSB Bank plc; Morgan Stanley Dean Witter Bank Limited and
Morgan Stanley Bank; Mizuho Corporate Bank, Ltd.; National Australia Bank Limited ABN
12 004 044 937; Sumitomo Mitsui Banking Corporation Europe Limited; The Bank of
Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; UBS AG; WestLB AG; Banco
Santander Central Hispano, S.A.; William Street Commitment Corporation; Banca Intesa
SpA; KBC Bank NV; Standard Chartered Bank; TD Bank Europe Limited; and The Bank of
New York with The Royal Bank of Scotland plc as Agent and US Swingline Agent, as
amended and restated on 24 June 2005 by Supplemental Agreement among, inter alia,
the Company, ABN AMRO Bank N.V.; Banc of America Securities Limited; Banco Bilbao
Vizcaya Argentaria S.A.; Banco Santander Central Hispano, S.A. London Branch; Barclays
Capital; Bayerische Hypo-und Vereinsbank AG; BNP Paribas; Calyon; Citigroup Global
Markets Limited; Commerzbank Aktiengesellschaft, London Branch; Deutsche Bank AG
London; HSBC Bank Plc; ING Bank N.V., London Branch; JPMorgan Chase Bank, N.A.;
J.P. Morgan Plc; Lehman Commercial Paper Inc.; Llloyds TSB Bank Plc; Mizuho Corporate
Bank, Ltd; Morgan Stanley Bank International Limited; National Australia Bank Limited ABN
12 004 044 937; Sumitomo Mitsui Banking Corporation Europe Limited; The Bank of
Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; UBS Limited; WestLB AG, London
Branch; William Street Commitment Corporation; Banca Intesa SpA; KBC Bank NV;
Standard Chartered Bank; TD Bank Europe Limited; The Bank of New York; ABN AMRO
Bank N.V.; Banca Intesa SpA; Banco Bilbao Vizvcaya Argentaria S.A.; Banco Bilbao
Vizvcaya Argentaria S.A. (New York Branch); Banco Santander Central Hispano, S.A.
London Branch; Bank of America, N.A.; Barclays Bank Plc; Bayerische Hypo-und
Vereinsbank AG; BNP Paribas (London Branch); BNP Paribas (acting through its New York
Branch); Calyon; Citibank, N.A.; Commerzbank Aktiengesellschaft, London Branch;
Commerzbank Aktiengesellschaft, New York Branch; Deutsche Bank AG London;
Deutsche Bank AG New York; HSBC Bank Plc; ING Bank N.V., London Branch; JPMorgan
Chase Bank, N.A.; KBC Bank NV; Lehman Commercial Paper Inc.; Lloyds TSB Bank Plc;
Mizuho Corporate Bank, Ltd.; Morgan Stanley Bank; Morgan Stanley Bank International
Limited; National Australia Bank Limited ABN 12 004 044 937; Standard Chartered Bank;

Sumitomo Mitsui Banking Corporation Europe Limited; TD Bank Europe Limited; The Bank
of New York; The Bank of Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; The
Royal Bank of Scotland Plc (New York Branch); UBS AG, London Branch; UBS AG,
Stamford Branch; UBS Loan Finance LLC; WestLB AG, London Branch; WestLB AG, New
York Branch; William Street Commitment Corporation; and The Royal Bank of Scotland Plc
with The Royal Bank of Scotland Plc (New York Branch) as Agent and U.S. Swingline
Agent (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form
20-F for the financial year ended March 31, 2006)
4.2 Lender Accession Agreement with Merrill Lynch International Bank Limited, effective as of
May 8, 2007 (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on
Form 20-F for the financial year ended March 31, 2007).
4.3 Agreement for US$4,675,000,000 7 year Revolving Credit Facility (subsequently increased
by accession of further lenders to US$5,025,000,000), dated June 24, 2005, among, inter
alia, the Company, Banc of America Securities Limited; Banca Intesa SpA; Banco Bilboa
Vizcaya Argentaria S.A.; Banco Santander Central Hispano, S.A. London Branch; Barclays
Capital; Bayerische Hypo-und Vereinsbank AG; BNP Paribas; Calyon; Citigroup Global
Markets Limited; Deutsche Bank AG London; HSBC Bank Plc; ING Bank N.V., London
Branch; J.P. Morgan Plc; Lehman Commercial Paper Inc., UK Branch; Lloyds TSB Bank
Plc; Mizuho Corporate Bank, Ltd; Morgan Stanley Bank International Limited; National
Australia Bank Limited ABN 12 004 044 937; The Bank of Tokyo-Mitsubishi, Ltd; The Royal
Bank of Scotland Plc; UBS Limited; Unicredit Banca d’Impresa SpA; WestLB AG, London
Branch; William Street Commitment Corporation; Commerzbank Aktiengesellschaft, Filiale
Düsseldorf; KBC Bank NV; Standard Chartered Bank; TD Bank Europe Limited; The Bank
of New York; Banca Intesa SpA; Banco Bilbao Vizcaya Argentaria S.A.; Banco Bilbao
Vizcaya Argentaria S.A. (New York Branch); Banco Santander Central Hispano, S.A.
London Branch; Bank of America, N.A., Barclays Bank Plc; Bayerische Hypo-und
Vereinsbank AG; BNP Paribas (London Branch); BNP Paribas, New York Branch; Calyon;
Citibank, N.A.; Commerzbank Aktiengesellschaft, Filiale Düsseldorf; Deustche Bank AG
London; Deutsche Bank AG New York; HSBC Bank Plc; ING Bank N.V., London Branch;
JPMorgan Chase Bank, N.A.; KBC Bank NV; Lehman Commercial Paper Inc., UK Branch;
Lloyds TSB Bank Plc; Mizuho Corporate Bank, Ltd.; Morgan Stanley Senior Funding, Inc.;
Morgan Stanley Bank International Limited; National Australia Bank Limited ABN 12 004
044 937; Standard Chartered Bank; TD Bank Europe Limited; The Bank of New York; The
Bank of Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; The Royal Bank of
Scotland Plc (New York Branch); UBS AG, London Branch; UBS Loan Finance LLC;
Unicredit Banca d’Impresa SpA; WestLB AG, London Branch; WestLB AG, New York
Branch; William Street Commitment Corporation; and The Royal Bank of Scotland plc with
The Royal Bank of Scotland Plc (New York Branch) as Agent and US Swingline Agent.
(incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 20-F for
the financial year ended March 31, 2006)
4.4 Lender Accession Agreement with Merrill Lynch International Bank Limited, effective as of
May 8, 2007 (incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on
Form 20-F for the financial year ended March 31, 2007).
4.5 Vodafone Group Long Term Incentive Plan (incorporated by reference to Exhibit 4.5 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
4.6 Vodafone Group Short Term Incentive Plan (incorporated by reference to Exhibit 4.6 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).

4.7 Vodafone Group 1999 Long Term Stock Incentive Plan (incorporated by reference to
Exhibit 4.7 to the Company’s Annual Report on Form 20-F for the financial year ended
March 31, 2001).
4.8 Vodafone Group 1998 Company Share Option Scheme (incorporated by reference to
Exhibit 4.8 to the Company’s Annual Report on Form 20-F for the financial year ended
March 31, 2001).
4.9 Vodafone Group 1998 Executive Share Option Scheme (incorporated by reference to
Exhibit 4.9 to the Company’s Annual Report on Form 20-F for the financial year ended
March 31, 2001).
4.10 Vodafone Group 2005 Global Incentive Plan (incorporated by reference to Exhibit 4.8 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).
4.11 Service Contract of Arun Sarin (incorporated by reference to Exhibit 4.20 to the Company’s
Annual Report on Form 20-F for the financial year ended March 31, 2003).
4.12 Service Contract of Andrew Halford (incorporated by reference to Exhibit 4.16 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).
4.13 Agreement for Services for Sir John Bond (incorporated by reference to Exhibit 4.13 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).
4.14 Letter of Appointment of Dr. Michael Boskin (incorporated by reference to Exhibit 4.9 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003).
4.15 Letter of Appointment of Professor Sir Alec Broers, now Lord Broers (incorporated by
reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F for the financial
year ended March 31, 2003; at a meeting of the Directors of the Company held on
September 16, 2003, the term of office of Professor Sir Alec Broers was extended until
December 31, 2006).
4.16 Letter of Appointment of Dr. John Buchanan (incorporated by reference to Exhibit 4.11 to
the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003).
4.17 Letter of Appointment of Anne Lauvergeon (incorporated by reference to Exhibit 4.22 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).
4.18 Letter of Appointment of Jurgen Schrempp (incorporated by reference to Exhibit 4.21 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2004).
4.19 Letter of Appointment of Luc Vandevelde (incorporated by reference to Exhibit 4.22 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2004).
4.20 Letter of Appointment of Anthony Watson (incorporated by reference to Exhibit 4.26 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2006).
4.21 Letter of Appointment of Philip Yea (incorporated by reference to Exhibit 4.27 to the
Company’s Annual Report for the financial year ended March 31, 2006).
4.22 Service contract of Vittorio Colao (incorporated by reference to Exhibit 4.2.2 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).

4.23 Letter of appointment of Alan Jebson (incorporated by reference to Exhibit 4.23 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).
4.24 Letter of appointment of Nick Land (incorporated by reference to Exhibit 4.24 to the
Company’s Annual Report on Form 20-F for the financial year ended March 31, 2007).
4.25 Letter of appointment of Simon Murray.
7. Computation of ratio of earnings to fixed charges for the years ended March 31, 2008,
2007, 2006 and 2005.
8. The list of the Company’s subsidiaries is incorporated by reference to note 12 to the
Consolidated Financial Statements included in the Annual Report.
12. Rule 13a – 14(a) Certifications.
13. Rule 13a – 14(b) Certifications. These certifications are furnished only and are not filed as
part of the Annual Report on From 20-F.
15.1 Consent letter of Deloitte & Touche LLP, London.
15.2 Consent letter of Deloitte & Touche LLP, New York.

Company Number: 1833679
The Companies Acts
Public Company Limited by Shares
ARTICLES OF ASSOCIATION
OF
VODAFONE GROUP PUBLIC LIMITED COMPANY
Exhibit 1.2

TABLE OF CONTENTS
Article No. Page No.
Preliminary Articles
Table A and other standard regulations do not apply 1 1
The meaning of words and phrases used in the Articles 2 1
Share Capital
Form of the Company’s share capital 3 7
Fixed Rate Shares
Right of Fixed Rate Shares to profits 4 8
Right of Fixed Rate Shares to capital 5 8
Voting rights of Fixed Rate Shares 6 9
Varying the rights of Fixed Rate Shares 7 9
Changing Capital
The power to increase capital 8 10
Application of the Articles to new shares 9 10
The power to change capital 10 10
Fractions of shares 11 10
The power to reduce capital 12 11
Buying back shares 13 11
Shares
The special rights of new shares 14 11
The directors’ power to deal with shares 15 12
The directors’ authority to allot “relevant securities” and “equity
securities”
16 12
Power to pay commission and brokerage 17 13
Renunciations of allotted but unissued shares 18 14
No trusts or similar interests recognised 19 14
Shares in Uncertificated Form
Holding shares in uncertificated form and effect of the CREST
Regulations
20 14
Share Certificates
Certificates 21 15
Replacement share certificates 22 16
Calls on Shares
The directors can make calls on shares 23 16
The liability for calls 24 17
Interest and expenses on unpaid calls 25 17
- i -

Article No. Page No.
Sums which are payable when a share is allotted are treated as a
call
26 17
Calls can be for different amounts 27 17
Paying calls early 28 17
Forfeiting Shares
Notice following non-payment of a call 29 18
Contents of the notice 30 18
Forfeiture if the notice is not complied with 31 18
Forfeiture will include unpaid dividends 32 18
Dealing with forfeited shares 33 18
Cancelling forfeiture 34 19
The position of shareholders after forfeiture 35 19
Liens on Partly Paid Shares
The Company’s lien on shares 36 19
Enforcing the lien by selling the shares 37 19
Using the proceeds of the sale 38 20
Evidence of forfeiture or enforcement of lien 39 20
Changing Shares Rights
Changing the special rights of shares 40 20
More about the special rights of shares 41 21
Transferring Shares
Share transfers 42 21
More about transfers of shares in certificated form 43 21
The Company can refuse to register certain transfers 44 22
Closing the Register 45 22
Overseas branch registers 46 23
Persons Automatically Entitled to Shares by Law
When a shareholder dies 47 23
Registering personal representatives 48 23
A person who wants to be registered must give notice 49 23
Having another person registered 50 23
The rights of people automatically entitled to shares by law 51 24
Shareholders Who Cannot Be Traced
Shareholder who cannot be traced 52 24
General Meetings
The Annual General Meeting 53 25
Extraordinary General Meetings 54 25
Calling an Extraordinary General Meeting 55 25
Notice of General Meetings 56 25
- ii -

Article No. Page No.
Proceedings at General Meetings
The chairman of a General Meeting 57 26
Security, and other arrangements at General Meetings 58 27
Overflow meeting rooms 59 27
The quorum needed for General Meetings 60 28
The procedure if there is no quorum 61 28
Adjourning meetings 62 28
Amending Resolutions 63 28
Voting Procedures
How votes are taken 64 29
How a poll is taken 65 29
Where there cannot be a poll 66 30
A General Meeting continues after a poll is demanded 67 30
Timing of a poll 68 30
The chairman’s casting vote 69 30
The effect of a declaration by the chairman 70 30
Voting Rights
The votes of shareholders 71 31
Shareholders who owe money to the Company 72 31
Suspension of rights on non-disclosure of interest 73 31
Votes of shareholders who are of unsound mind 74 33
The votes of joint holders 75 34
Proxies
Appointment of proxies 76 34
Completing proxy forms 77 34
Delivering proxy forms 78 35
Cancellation of proxy’s authority 79 36
Authority of proxies 80 36
Representatives of companies 81 36
Challenging votes 82 37
Directors
The number of directors 83 37
Qualification to be a director 84 37
Directors’ fees and expenses 85 37
Special pay 86 37
Directors’ expenses 87 38
Directors’ pensions and other benefits 88 38
Appointing directors to various posts 89 38
Changing Directors
Age limits 90 39
Retiring directors 91 39
- iii -

Article No. Page No.
Eligibility for re-election 92 39
Re-electing a director who is retiring 93 39
Election of two or more directors 94 39
People who can be directors 95 40
The power to fill vacancies and appoint extra directors 96 40
Removing and appointing directors by an ordinary resolution 97 40
When directors are disqualified 98 40
Directors’ Meetings
Directors’ meetings 99 41
Who can call directors’ meetings 100 41
How directors’ meetings are called 101 41
Quorum 102 42
The Chairman of directors’ meetings 103 42
Voting at directors’ meetings 104 42
Directors can act even if there are vacancies 105 42
Directors’ meetings by video conference and telephone 106 43
Resolutions in writing 107 43
The validity of directors’ actions 108 43
Directors’ Interests
Directors’ interests in transactions with the Company 109 44
When directors can vote on things in which they are interested 110 44
More about directors’ interests 111 46
Directors’ Committees
Delegating powers to committees 112 46
Committee procedure 113 46
Directors’ Powers
The directors’ management powers 114 47
The power to establish local boards 115 47
The power to appoint attorneys 116 48
Borrowing powers 117 48
Borrowing restrictions 118 48
Alternate Directors
Alternate directors 119 50
The Secretary
The Secretary and Deputy and Assistant Secretaries 120 51
The Seal
The Seal 121 51
- iv -

Article No. Page No.
Authenticating Documents
Establishing that documents are genuine 122 52
Reserves
Setting up reserves 123 53
Dividends
No dividends are payable except out of profits 124 53
Final dividends 125 53
Fixed and interim dividends 126 53
Dividends not in cash 127 53
Calculation and currency of dividends 128 54
Deducting amounts owing from dividends and other money 129 54
Payments to shareholders 130 54
Record dates for payments and other matters 131 55
Dividends which are not claimed 132 55
Waiver of dividends 133 56
Capitalising Reserves
Capitalising reserves 134 56
Scrip Dividends
Ordinary Shareholders can be offered the right to receive extra
shares instead of cash dividends
135 57
Accounts
Accounting and other records 136 59
Location and inspection of records 137 59
Sending copies of accounts and other documents 138 59
Auditors
Actions of auditors 139 60
Auditors at General Meetings 140 60
Communications with Shareholders
Serving and delivering notices and other documents 141 60
Notices to joint holders 142 61
Notices for shareholders with foreign addresses 143 61
When notices are served 144 61
Serving notices and documents on shareholders who have died or
are bankrupt
145 62
If documents are accidentally not sent or the postal services are
suspended
146 62
Signature or authentication of documents 147 62
- v -

Article No. Page No.
Minutes and Records
Minutes 148 63
Availability of records for inspection and notifying the Registrar of
Companies
149 63
Winding Up
Directors’ power to petition 150 64
Distribution of assets in kind 151 64
Destroying Documents
Destroying documents 152 64
Indemnity and Insurance
Indemnity 153 65
Insurance 154 65
Share Warrants
Issue of Share Warrants 155 66
Directors can accept a certificate instead of a Share Warrant 156 66
Requesting a Share Warrant 157 67
Replacing Share Warrants 158 67
Rights of the Bearer 159 67
Bearers of Share Warrants participating in securities offers 160 68
Communications with Bearers of Share Warrants 161 68
Issuing shares to which the Share Warrant relates 162 69
ADR Depositary
ADR Depositary can appoint proxies 163 69
The ADR Depositary must keep a Proxy Register 164 70
Appointed Proxies can only attend General Meetings if properly
appointed
165 70
Rights of Appointed Proxies 166 70
Sending information to an Appointed Proxy 167 71
The Company can pay dividends to an Appointed Proxy 168 71
The Proxy Register may be fixed at a certain date 169 71
The nature of an Appointed Proxy’s interest 170 71
Validity of the appointment of Appointed Proxies 171 72
Rights and Restrictions Attached to the B Shares
Definitions 172 72
Income 173 73
Capital 174 74
Redemption 175 74
Initial B Share Dividend 176 75
Voting at General Meetings 177 75
Purchase of Shares 178 76
- vi -

Article No. Page No.
Class Rights 179 76
Form 180 76
Deletion of Articles 172 to 181 when no B Shares in existence 181 76
Rights and Restrictions Attached to the Deferred Shares
Income 182 76
Capital 183 77
Redemption 184 77
Attendance and Voting at General Meetings 185 77
Form 186 77
Class Rights 187 77
Transfer and Purchase 188 78
Deletion of Articles 182 to 189 when no Deferred Shares in
existence
189 78
Approved Depositaries
Appointments 190 78
Rights of Nominated Proxies 191 79
Glossary 80
- vii -

Company Number: 1833679
The Companies Acts
Company Limited by Shares
ARTICLES OF ASSOCIATION
Adopted on 24 July 2007 pursuant to a Special Resolution passed on 24 July 2007.
of
VODAFONE GROUP PUBLIC LIMITED COMPANY
PRELIMINARY ARTICLES
1 Table A and other standard regulations do not apply
The regulations in Table A of the Companies Act 1948, and any similar regulations in the
Companies Acts do not apply to the Company.
2 The meaning of words and phrases used in the Articles
2.1 The following table gives the meaning of certain words and phrases as they are used in
these Articles. However, the meaning given in the table does not apply if that is
inconsistent with the context in which a word or phrase appears. After the Articles there is
a Glossary which explains various words and phrases. The Glossary is not part of the
Memorandum or Articles, and it does not affect their meaning. Throughout the Articles,
those words and expressions explained in this Article 2.1 are printed in bold and those
explained in the Glossary are printed in italics.
Words and Phrases Meaning
Act This means any act of Parliament, enactment or statutory
legislation.
Adjusted Total of Capital
and Reserves
This is defined in Article 118.2.
- 1 -

Words and Phrases Meaning
ADR Depositary A custodian or other person or persons approved by the
directors who (a) holds shares in the Company under
arrangements where either the custodian or some other
person issues American Depositary Receipts which
evidence American Depositary Shares representing
shares in the Company; and/or (b) is appointed by or on
behalf of the Company to hold Share Warrants.
American Depositary
Shares
American Depositary
Receipts
These represent shares in the Company and are
evidenced by American Depositary Receipts.
These represent American Depositary Shares either
physically or in the form of Direct Registration Receipts.
Appointed Proxy This is defined in Article 162.1.
Appointed Number The number of Depositary Shares to which each
appointment as a Nominated Proxy relates.
Approved Depositary This means someone appointed:
to hold the Company’s shares or any rights or interests in
any of the Company’s shares; and
to issue securities, documents of title or other documents
which evidence that the holder of them owns or is entitled
to receive the shares, rights or interests held by the
Approved Depositary.
A nominee acting for someone appointed to do these
things will also be treated as an Approved Depositary.
But the arrangements for the Approved Depositary to do
the things described above must be approved by the
directors. The trustees of any scheme or arrangements for
or principally for the benefit of employees of the Group will
also be treated as an Approved Depositary unless the
directors decide otherwise. References in the Articles to
an Approved Depositary or to shares held by it refer only
to an Approved Depositary and to its shares held in its
capacity as an Approved Depositary.
approved transfer This is defined in Article 73.11, for the purposes of Article
73.
Articles The Company’s Articles of Association, including any
changes made to them.
Bearer This is defined in Article 155.1.
class meeting This is defined in Article 40.1.
Common Seal Any seal which the Company may have under the
Companies Acts and which the Company may use to
execute documents.
- 2 -

Words and Phrases Meaning
Companies Act 1985 The Companies Act 1985, as amended by the Companies
Act 1989 and the Companies Act 2006.
Companies Act 2006 The company law provisions of the Companies Act 2006
(as defined therein), for the time being in force.
Companies Acts The Companies Acts as defined in Section 2 of the
Companies Act 2006 (where provisions are for the time
being in force), the CREST Regulations and other
legislation relating to companies and affecting the
Company (including any orders, regulations or other
subordinated legislation made under them) in force from
time to time.
Companies Communications
Provisions
The meaning of companies communications provisions is
given in the Companies Acts.
company Includes any company, corporate body and any corporation
established anywhere in the world.
company representative This is defined in Article 81.1.
the Company Vodafone Group Public Limited Company.
CREST Regulations The Uncertificated Securities Regulations 1995.
default shares This is defined in Article 73.1, for the purposes of Article 73.
Depositary Shares The total number of Ordinary Shares which are registered
in the name of the Approved Depositary or its nominee at
that time.
Direct Registration Receipt An American Depositary Receipt in uncertificated form,
the ownership of which is recorded in the Direct
Registration System.
Direct Registration System The system maintained by the ADR Depositary in which
the ADR Depositary records the ownership of Direct
Registration Receipts.
direction notice This is defined in Article 73.3 for the purposes of Article 73.
elected shares This is defined in Article 135.10.
equity securities The meaning of equity securities is given in Section 94
Companies Act 1985.
equity shares Shares in the capital of the Company which are regarded
as equity share capital pursuant to Section 744
Companies Act 1985.
Fixed Rate Shares The 7 per cent cumulative fixed rate shares of £1 each in
the Company.
- 3 -

Words and Phrases Meaning
Group This is defined in Article 118.2, for the purposes of Article
118.
London Stock Exchange London Stock Exchange plc.
Memorandum The Memorandum of Association of the Company.
Nominated Proxy Each person the Approved Depositary has appointed as
a proxy under Article 190.
Nominated Proxy Register This is defined in Article 190.2, for the purposes of Articles
190 and 191.
non equity securities Securities which are not equity securities.
operator CRESTCo Limited or any other operator of a relevant
system under the CREST Regulations.
Ordinary Shareholder A holder of the Company’s Ordinary Shares.
Ordinary Shares Ordinary shares of US$0.10 each in the Company.
paid-up share or other
security
Includes a share or other security which is treated
(“credited”) as paid up.
pay Includes any kind of reward or payment for services.
prescribed period This is defined in Article 16.5, for the purposes of Article 16.
Procedural Resolution A resolution or question put to the vote of a General
Meeting of a procedural nature (such as a resolution on a
simple clerical amendment to correct an obvious error in a
Substantive Resolution, a resolution to adjourn a General
Meeting or a resolution on the choice of chairman of a
General Meeting).
proxy form This includes any document, electronic form or website
based form which appoints a proxy.
recognised clearing house A clearing house granted recognition under the Financial
Services Act 1986.
recognised investment
exchange
An investment exchange granted recognition under the
Financial Services Act 1986.
Record Date This is defined in Article 169.1, for the purposes of Article
169.
Record Time This is defined in Article 191.4, for the purposes of Article
191.
Register The Company’s register of members.
- 4 -

Words and Phrases Meaning
Registered Office The Company’s registered office or in the case of sending
or supplying any document or information by electronic
means or by means of a website in accordance with the
Companies Acts and these Articles, the address stated
for the purpose of receiving such document or information
by electronic means or by means of a website.
Relevant Company This is defined in Article 154.1, for the purposes of Article
154.
relevant securities The meaning of relevant securities is given in Section 80 of
the Companies Act 1985.
relevant system A relevant system under the CREST Regulations whose
operator allows shares or other securities of the
Company to be transferred using that system.
relevant value This is defined in Article 135.5, for the purposes of Article
135.
rights of any share The rights attached to a share when it is issued, or
afterwards.
rights issue This is defined in Article 16.5, for the purposes of Article 16.
Secretary Any person appointed by the directors to do work as the
company secretary including any assistant or deputy
secretary.
securities offer This is defined in Article 160.3, for the purposes of Article
160.
Securities Seal An official seal kept by the Company for sealing securities
issued by the Company, or for sealing documents creating
or evidencing securities so issued, as permitted by the
Companies Acts.
Share Warrant A share warrant to bearer issued by the Company.
shareholder A holder of the Company’s shares.
shareholders’ meeting A meeting of shareholders including both a General
Meeting of the Company and a class meeting.
shares Shares which are in issue at the relevant time.
sterling The currency of the United Kingdom.
subsidiary A subsidiary as defined in Section 736 of the Companies
Act 1985.
subsidiary undertaking A subsidiary undertaking as defined in Section 258 of the
Companies Act 1985.
Substantive Resolution Any resolution or question put to the vote of a General
Meeting which is not a Procedural Resolution.
- 5 -

Words and Phrases Meaning
takeover offer A takeover offer as defined in Section 974 of the
Companies Act 2006.
terms of a share The terms on which a share was issued.
Transfer Office The place where the Register is kept or in the case of
sending or supplying any document or information by
electronic means or by means of a website in accordance
with the Companies Acts and these Articles, the address
stated for the purpose of receiving such document or
information by electronic means or by means of a website.
UK Listing Authority The Financial Services Authority in its capacity as the
competent authority under the Financial Services Act 1986.
United Kingdom Great Britain and Northern Ireland.
US dollars The currency of the United States of America.
working day A day on which banks in the United Kingdom are
generally open for business, excluding Saturdays, Sundays
and public holidays.
2.2 References to a debenture include debenture stock and references to a debenture
holder include a debenture stockholder.
2.3 Where the Articles refer to a person who is automatically entitled to a share by law, this
includes a person who is entitled to the share as a result of the death, or bankruptcy, of a
shareholder.
2.4 Words which refer to a single number also refer to plural numbers, and the other way
around.
2.5 Words which refer to males also refer to females and to other persons.
2.6 References to a person or people include companies, unincorporated associations and
so on.
2.7 References to officers include directors, managers and the Secretary, but not the
Company’s auditors.
2.8 References to the directors are to the board of directors unless the way in which
directors is used does not allow this meaning.
2.9 Any headings in these Articles are only included for convenience. They do not affect the
meaning of the Articles.
2.10 When an Act or the Articles are referred to, the version which is current at any particular
time will apply.
2.11 Where the Articles give any power or authority to anybody, this power or authority can be
used on any number of occasions, unless the way in which the word is used does not allow
this meaning.
2.12 Any word or phrase which is defined in the Companies Acts (excluding any modification
to them by a further Act which is not in force when these Articles are adopted) means the
- 6 -

same in the Articles, unless the Articles define it differently, or the way in which the word
or phrase is used is inconsistent with the definition given in the Companies Acts.
2.13 Where the Articles say that anything can be done by passing an ordinary resolution, this
can also be done by passing a special resolution or an extraordinary resolution.
2.14 Where the Articles refer to changing the amount of shares this means doing any or all of
the following:
• subdividing the shares into other shares with a smaller nominal value;
• consolidating the shares into other shares with a larger nominal value; and
• dividing shares which have been consolidated into shares with a larger nominal
value than the original shares had.
2.15 Where the Articles refer to any document being made effective this means being signed,
sealed, authenticated or executed in some other legally valid way.
2.16 Where the Articles refer to months or years, these are calendar months or years.
2.17 Articles which apply to fully-paid shares can also apply to stock. References in those
Articles to share or shareholder include stock or stockholder.
2.18 Where the Articles refer to shares in certificated form, this means that ownership of the
shares can be transferred using a transfer document (rather than in accordance with the
CREST Regulations) and that a share certificate is usually issued to the owner.
2.19 Where the Articles refer to shares in uncertificated form, this means that ownership of
the shares can be transferred in accordance with the CREST Regulations without using a
transfer document and that no share certificate is issued to the owner.
2.20 Where the Articles refer to a period of clear days, the period does not include the date
the notice is delivered, or treated as being delivered, nor the date of the General Meeting
or other relevant event.
2.21 The expressions “hard copy form”, “electronic form” and “electronic means” shall have
the same respective meanings as in the Company Communications Provisions.
2.22 The term address when used in relation to communications via electronic means or by
means of a website includes any number or address used for the purposes of such
communication.
2.23 Where the Articles refer to anything that should be in writing, this means it should be
written or produced by any substitute for writing (including anything in electronic form) or
partly one and partly another.
SHARE CAPITAL
3 Form of the Company’s share capital
1 The Company’s share capital at the date when these Articles are adopted is
£9,990,050,000 and U.S.$7,800,000,000. This is made up of 50,000 7 per cent. cumulative
1 On 21 July 1999 the share capital of the Company was increased to £50,000 and US$4,080,000,000 by the creation of
an additional 32,640,000,000 ordinary shares of US$0.10 each.
- 7 -

fixed rate shares of £1 each 38,563,935,574 B Shares of 15 pence each, 28,036,064,426
Deferred Shares of 15 pence each and 68,250,000,000 ordinary shares of U.S.$0.11 3 /7
each.
FIXED RATE SHARES
4 Right of Fixed Rate Shares to profits
4.1 If the Company has profits which are available for distribution and the directors resolve
that these should be distributed, the holders of the Fixed Rate Shares are entitled, before
the holders of any other class of shares, to be paid in respect of each financial year or
other accounting period of the Company a fixed cumulative preferential dividend
(“preferential dividend”) at the rate of 7 per cent. per annum on the nominal value of the
Fixed Rate Shares which is paid up or treated as paid up.
4.2 Subject to Article 4.3 below, the preferential dividend will be paid yearly, on 31 March in
respect of each financial year ending on or before that date. If this date is not a working
day, the payment will be made on the next working day.
4.3 When the Company has to calculate a dividend on the Fixed Rate Shares for a period
other than a calendar year ending on 31 March (being another accounting period, the first
dividend period arising for the Fixed Rate Shares or otherwise), the daily dividend rate will
be worked out by dividing the yearly dividend rate by 365 days. This daily rate will then be
multiplied by the actual number of days which have passed in the relevant period, but not
including the date of payment, to give the amount payable for that period.
4.4 Except as provided in this Article, the Fixed Rate Shares do not have any other right to
share in the Company’s profits.
5 Right of Fixed Rate Shares to capital
5.1 If the Company is wound up (but in no other circumstances involving a repayment of
capital or distribution of assets to shareholders whether by reduction of capital, redeeming
or buying back shares or otherwise), the holders of the Fixed Rate Shares will be entitled,
before the holders of any other class of shares to:
• repayment of the amount paid up or treated as paid up on the nominal value of
each Fixed Rate Share;
• the amount of any dividend which is due for payment on, or after, the date the
winding up commenced which is payable for a period ending on or before that date.
This applies even if the dividend has not been declared or earned;
The share capital of the Company was increased to £50,000 and US$7,800,000,000 by the creation of an additional
37,200,000,000 ordinary shares of US$0.10 each with effect from 9 February 2000.
Following the admission to the Official List of the consolidated Ordinary Shares, the share capital of the Company was
altered to£9,990,050,000 and US$7,800,000,000 divided into 50,000 Fixed Rate Shares of £1 each, 66,600,000,000 B
Shares of 15 pence each and 68,250,000,000 Ordinary Shares of 11 3 /7 cents each on 31 July 2006.
On 7 August 2006, the share capital of the Company was altered following the conversion of 28,036,064,426 B Shares
of 15 pence each into 28,036,064,426 Deferred Shares of 15 pence each in accordance with the Company’s Articles of
Association.
- 8 -

• any arrears of dividend on any Fixed Rate Shares held by them. This applies even
if the dividend has not been declared or earned; and
• a proportion of any dividend in respect of the financial year or other accounting
period which began before the winding up commenced but ends after that date.
The proportion will be the amount of the dividend that would otherwise have been
payable for the period which ends on that date. This applies even if the dividend
has not been declared or earned.
5.2 If there is a winding up to which Article 5.1 applies, and there is not enough to pay the
amounts due on the Fixed Rate Shares, the holders of the Fixed Rate Shares will share
what is available in proportion to the amounts to which they would otherwise be entitled.
The holders of the Fixed Rate Shares will be given preference over the holders of other
classes of shares which rank behind them in sharing in the Company’s assets.
5.3 Except as provided in this Article 5, the Fixed Rate Shares do not have any other right to
share in the Company’s surplus assets.
6 Voting rights of Fixed Rate Shares
6.1 The holders of the Fixed Rate Shares are only entitled to receive notice of General
Meetings, or to attend, speak and vote at General Meetings, as set out below.
• If a resolution is to be proposed at the General Meeting to wind up the Company,
they are entitled to receive notice of the General Meeting and can attend, but are
not entitled to speak or vote.
• If a resolution is to be proposed at the General Meeting which would vary or
abrogate the rights attached to the Fixed Rate Shares, they are entitled to receive
notice of the General Meeting and are entitled to attend, speak and vote but only in
respect of such resolution or any motion to adjourn the General Meeting before
such resolution is voted on.
6.2 If the holders of the Fixed Rate Shares are entitled to vote at a General Meeting, each
holder present in person or by proxy (or, being a company, by a company
representative) has one vote on a show of hands and on a poll every holder who is
present in person or by proxy (or, being a company, by a company representative) shall
have one vote in respect of each fully paid Fixed Rate Share.
7 Varying the rights of Fixed Rate Shares
The rights of the holders of the Fixed Rate Shares will be regarded as being varied or
abrogated if any resolution is passed for the reduction of the amount of capital paid up on
the Fixed Rate Shares but not for the repayment of the Fixed Rate Shares at par.
Accordingly, this can only take place if:
• holders of at least three quarters in nominal value of the Fixed Rate Shares agree
in writing; or
• an extraordinary resolution is passed at a separate class meeting by the holders
of the Fixed Rate Shares approving the proposal,
in accordance with Article 40.
- 9 -

8 The power to increase capital
CHANGING CAPITAL
The shareholders can increase the Company’s share capital by passing an ordinary
resolution. The resolution must fix the:
• amount of the increase;
• nominal value of the new shares; and
• currency or currencies in which the nominal value of such shares is to be
expressed.
9 Application of the Articles to new shares
The provisions of the Articles about allotment, payment of calls, transfers, automatic
entitlement by law, forfeiture, lien and all other things apply to new shares under Article 8
in the same way as if they were part of the Company’s existing share capital.
10 The power to change capital
The shareholders can pass ordinary resolutions to do any of the following:
• consolidate, or consolidate and then divide, all or any part of the Company’s share
capital into new shares of a larger nominal value than the existing shares;
• cancel any shares which have not been taken, or agreed to be taken, by any
person at the date of the resolution, and reduce the amount of the Company’s
share capital by the amount of the cancelled shares;
• divide some or all of the shares into shares which are of a smaller nominal value
than is fixed in the Memorandum. This is subject to any restrictions under the
Companies Acts. The resolution can provide that, as between the shares
resulting from such sub-division, different rights and restrictions which the
Company can apply to new shares may apply to all or any of the different divided
shares.
11 Fractions of shares
11.1 If any shares are consolidated or divided, the directors have power to deal with any
fractions of shares which result or any other difficulty that arises. If the directors decide to
sell any shares representing fractions, they must do so for the best price reasonably
obtainable and distribute the net proceeds of sale among shareholders in proportion to
their fractional entitlements in accordance with their rights and interests. The directors can
sell to any person (including the Company, if the Companies Acts allow this) and can
authorise any person to transfer those shares to the buyer or in accordance with the
buyer’s instructions. The buyer does not need to take any steps to see how any money he
paid is used. Nor will his ownership be affected if the sale was irregular or invalid in any
way.
- 10 -

11.2 So far as the Companies Acts allow, when shares are consolidated or divided, the
directors can treat a shareholder’s shares which are held in certificated form and in
uncertificated form as separate shareholdings. The directors can also arrange for any
shares which result from a consolidation or division and which represent rights to fractions
of shares to be entered in the Register as shares in certificated form where this makes
it easier to sell them.
12 The power to reduce capital
The Company’s shareholders can pass a special resolution to reduce in any way:
• the Company’s share capital; or
• any capital redemption reserve, share premium account or other undistributable
reserve.
This is subject to any restrictions under the Companies Acts.
13 Buying back shares
The Company can buy back, or agree to buy back in the future, any shares of any class
(including redeemable shares) in accordance with the Companies Acts. However, if the
Company has other shares in issue which are admitted to the official list maintained by
the UK Listing Authority and which are convertible at any time into the class of equity
shares to be repurchased, the holders of the convertible shares must first pass an
extraordinary resolution approving the buy-back at a separate class meeting. A resolution
is not required, however, if the terms on which the convertible shares were issued allow
the buy-back.
14 The special rights of new shares
SHARES
14.1 If the Company issues new shares, the new shares can have any rights or restrictions
attached to them. The rights can take priority over the rights of existing shares, or
existing shares can take priority over them, or the new shares and the existing shares
can rank equally. These rights and restrictions can apply to sharing in the Company’s
profits or assets. Other rights and restrictions can also apply, for example to the right to
vote.
14.2 The powers conferred by Article 14.1 are subject to the provisions of Article 14.5.
14.3 The rights and restrictions referred to in Article 14.1 can be decided by an ordinary
resolution passed by the shareholders. The directors can also take these decisions if they
do not conflict with any resolution passed by the shareholders.
14.4 If the Companies Acts allow this, the rights of any new shares can include rights for the
holder and/or the Company to have them redeemed.
14.5 The ability to attach particular rights and restrictions to new shares may be restricted by
special rights previously given to holders of any existing shares.
- 11 -

15 The directors’ power to deal with shares
15.1 The directors can decide how to deal with any shares which have not been issued. The
directors can:
• allot them on any terms, which can include the right to transfer the allotment to
another person before any person has been entered on the Register. This is
known as the right to renounce the allotment (see also Article 18);
• grant options to give people a right to acquire shares in the future; or
• dispose of the shares in any other way.
15.2 The directors are free to decide with whom they deal, when they deal with the shares, and
the terms on which they deal.
15.3 For the purposes of Article 15.1, the directors must comply with:
• the provisions of the Companies Acts relating to authority, pre-emption rights and
other matters; and
• any resolution of a General Meeting which is passed under the Companies Acts.
16 The directors’ authority to allot “relevant securities” and “equity securities”
16.1 This Article regulates the authority of the directors to allot relevant securities and their
power to allot equity securities for cash.
16.2 The directors are authorised, generally and without conditions, under Section 80 of the
Companies Act 1985, to allot relevant securities. They are authorised to allot them for
any prescribed period. The maximum amount of relevant securities which the directors
can allot in each prescribed period is the Section 80 Amount.
16.3 Under the directors’ general authority in Article 16.2, they have the power to allot equity
securities, entirely paid for in cash, free of the restriction in Section 89(1) of the
Companies Act 1985. They have the power to allot them for any prescribed period.
There is no maximum amount of equity securities which the directors can allot when the
allotment is in connection with a rights issue. In all other cases, the maximum amount of
equity securities which the directors can allot is the Section 89 Amount.
16.4 During any prescribed period, the directors can make offers and enter into agreements
which would, or might, require shares or other securities to be allotted after that period has
ended.
16.5 For the purposes of this Article:
• rights issue means an offer of equity securities which is open for a period
decided on by the directors to the people who are registered on a particular date
(chosen by the directors) as holders of:
(i) Ordinary Shares, in proportion to their holdings of Ordinary Shares; and
(ii) other classes of equity securities or non equity securities which give
them the right to receive the offer in accordance with their rights.
However, the directors can do the following things (and the issue will still be treated
as a rights issue for the purpose of this Article if they do so):
- 12 -

• sell any fractions of equity securities to which people would be entitled
and keep the net proceeds for the Company’s benefit or make other
appropriate arrangements to deal with such fractions;
• make the rights issue subject to any limits or restrictions which the
directors think are necessary or appropriate to deal with legal or practical
problems under the laws of any territory, or under the requirements of any
recognised regulatory body, or stock exchange, in any territory or as a
result of shares being represented by American Depositary Shares; or
• treat a shareholder’s holdings in certificated form and uncertificated
form as separate shareholdings.
• prescribed period means in the first instance the period ending on the date of the
Annual General Meeting in 2000 or on 24 August 2000, whichever is the earlier.
After this, the prescribed period means a period of no more than five years fixed
by the shareholders by passing a resolution at a General Meeting. The
shareholders can, by passing further resolutions, renew or extend this power
(including the first prescribed period), for periods of no more than five years each.
Such resolutions can take the form of:
• an ordinary resolution fixing a period under Article 16.2; or
• a special resolution fixing a period under Article 16.3; or
• a special resolution fixing identical periods under Article 16.2 and under
Article 16.3; or
• a special resolution fixing different periods under Article 16.2 and under
Article 16.3.
• The Section 80 Amount for the first prescribed period is that fixed at the
Extraordinary General Meeting of the Company held on 24 May 1999, being
U.S.$816,000,000. For any subsequent prescribed period the Section 80
Amount is that stated in a relevant resolution passed by the shareholders at a
General Meeting.
• The Section 89 Amount for the first prescribed period is that fixed at the
Extraordinary General Meeting of the Company held on 24 May 1999, being
U.S.$30,223,864. For any subsequent prescribed period the Section 89 Amount
is that stated in a relevant special resolution passed by the shareholders at a
General Meeting.
• In working out any maximum amounts of securities referred to in this Article, the
nominal value of rights to subscribe for shares, or to convert any securities into
shares, will be taken as the nominal value of the shares which would be allotted if
the subscription or conversion takes place.
17 Power to pay commission and brokerage
17.1 The Company can use all the powers given by the Companies Acts to pay commission or
brokerage to any person who:
• applies, or agrees to apply, for any new shares; or
- 13 -

• gets anybody else to apply, or agree to apply for, any new shares.
17.2 The rate per cent or amount of the commission paid or agreed to be paid must be
disclosed as required by the Companies Acts and must not exceed 10 per cent of the
price at which the shares in respect of which the commission is paid are issued (or an
equivalent amount).
18 Renunciations of allotted but unissued shares
Where a share has been allotted to a person but that person has not yet been entered on
the Register, the directors can recognise a transfer (called a renunciation) by that person
of his right to the share in favour of some other person. The ability to renounce allotments
only applies if the terms on which the share is allotted are consistent with renunciation.
The directors can impose terms and conditions regulating renunciation rights and can allow
renunciation rights to be participating securities (as defined in the CREST Regulations) in
their own right.
19 No trusts or similar interests recognised
19.1 The Company will only be affected by, or recognise, a current and absolute right to whole
shares. The fact that any share, or any part of a share, may not be owned outright by the
registered owner is not of any concern to the Company, for example if a share is held on
any kind of trust.
19.2 The only exception to what is said in Article 19.1 is for any right:
• which is expressly given by these Articles; or
• which the Company has a legal duty to recognise.
SHARES IN UNCERTIFICATED FORM
20 Holding shares in uncertificated form and effect of the CREST Regulations
20.1 Subject to the Articles and so far as the Companies Acts allow this, the directors can
decide that any class of shares can:
• be held in uncertificated form and that title to such shares can be transferred
using a relevant system; or
• no longer be held and transferred in uncertificated form.
20.2 These Articles do not apply to shares of any class which are held in uncertificated form
to the extent that the Articles are inconsistent with the:
• holding of shares of that class in uncertificated form;
• transfer of title to shares of that class by means of a relevant system; or
• CREST Regulations.
- 14 -

21 Certificates
SHARE CERTIFICATES
21.1 When a shareholder is first registered as the holder of any class of shares in certificated
form, he is entitled to receive, free of charge, one certificate for all the shares in
certificated form of that class which he holds. If he holds shares of more than one class
in certificated form, he is entitled to receive a separate share certificate for each class.
21.2 The Company must also observe any requirements of the CREST Regulations when
issuing share certificates. Where the Companies Acts allow, the Company does not need
to issue share certificates.
21.3 If a shareholder receives more shares in certificated form of any class he is entitled,
without charge, to another certificate for the additional shares.
21.4 If a shareholder transfers part of his shares covered by a certificate, he is entitled, free of
charge, to a new certificate for the balance if the balance is also held in certificated form.
The old certificate will be cancelled.
21.5 The Company does not have to issue more than one certificate for any share in
certificated form, even if that share is held jointly.
21.6 When the Company delivers a certificate to one joint holder of shares in certificated
form, this is treated as delivery to all of the joint shareholders.
21.7 If requested in writing to do so, the Company can deliver a certificate to a broker or agent
who is acting for a person who is buying shares in certificated form, or who is having
shares transferred to him in certificated form.
21.8 The directors can decide how share certificates are made effective. For example, they can
be:
• signed by two directors or one director and the Secretary;
• sealed with the Common Seal or the Securities Seal (or in the case of shares on
a branch Register, an official seal for use in the relevant territory); or
• printed, in any way, with a copy of the signature of those directors and the
Secretary. The copy can be made or produced mechanically, electronically or in
any other way the directors approve.
21.9 A share certificate must state the number and class of shares to which it relates and the
amount paid-up on those shares. It cannot be for shares of more than one class.
21.10 If all the issued shares of the Company, or a particular class of shares, are fully paid up
and rank equally with each other for all purposes, none of those shares will (unless the
directors pass a resolution to the contrary) have a distinguishing number as long as it
remains fully paid up and ranks equally for all purposes with all the shares of the same
class which are issued and fully paid up.
21.11 The time limit for the Company to prepare a share certificate for shares in certificated
form is:
• one month after the allotment of a new share;
- 15 -

• five working days after a valid transfer of fully-paid shares is presented for
registration; or
• two months after a valid transfer of partly-paid shares is presented for registration.
21.12 Article 21.11 only applies to the extent that the terms of issue of shares do not provide
otherwise.
21.13 Share certificates will also be prepared and sent earlier where either the London Stock
Exchange or the UK Listing Authority requires it.
22 Replacement share certificates
22.1 If a shareholder has four or more share certificates for shares of the same class which
are in certificated form, he can ask the Company for these to be cancelled and replaced
by a single new certificate. The Company must comply with this request, without making a
charge for doing so.
22.2 A shareholder can ask the Company to cancel and replace a single share certificate with
two or more certificates, for the same total number of shares. The Company, upon the
payment by the shareholder of a reasonable sum determined by the directors, must
comply with this request.
22.3 A shareholder can ask the Company for a new certificate if the original is:
• damaged or defaced; or
• lost, stolen, or destroyed.
22.4 If a certificate has been damaged or defaced, the Company can require satisfactory
evidence and for the certificate to be delivered to it before issuing a replacement. If a
certificate is lost, stolen or destroyed, the Company can require satisfactory evidence,
together with an indemnity, before issuing a replacement. In each case the directors can
impose such other terms as they think fit.
22.5 The directors can require the shareholder to pay the Company’s exceptional out-ofpocket
expenses for issuing any share certificates under Article 22.3.
22.6 Any one joint shareholder can request replacement certificates under this Article.
CALLS ON SHARES
23 The directors can make calls on shares
The directors can call on shareholders to pay any money which has not yet been paid to
the Company for their shares. This includes both the nominal value of the shares and any
premium which may be payable. If the terms of issue of the shares allow this, the
directors can:
• make calls as often, and whenever, they think fit;
• decide when and where the money is to be paid;
• decide that the money can be paid by instalments; or
- 16 -

• wholly or partly revoke or postpone any call.
A call is treated as having been made as soon as the directors pass a resolution
authorising it.
24 The liability for calls
24.1 A shareholder who has received at least 14 days’ notice giving details of the amount
called, the time (or times) and place or address for payment must pay the call as required
by the notice. Joint shareholders are liable jointly and severally to pay any money called
for in respect of their shares.
24.2 A shareholder due to pay the amount called shall still have to pay the call even if, after the
call was made, he transfers the shares to which the call related.
25 Interest and expenses on unpaid calls
If a call is made and the money due remains unpaid, the shareholder is liable to pay
interest on the money and any expenses incurred by the Company because of his failure
to pay the call on time. The interest will run from the day the money is due until it has
actually been paid. The yearly interest rate will be a reasonable rate fixed by the directors
(or, where they do not fix a reasonable rate, 10 per cent). The directors can decide not to
charge any or all of such expenses and interest.
26 Sums which are payable when a share is allotted are treated as a call
If the terms of a share require any money to be paid at the time the share is allotted, or at
any fixed date (whether in relation to the nominal value of the shares or any premium
which may apply), then the liability to pay the money will be treated in the same way as a
liability for a valid call for money on shares which is due on the same date. If this money is
not paid, everything in the Articles relating to non-payment of calls applies. This includes
Articles which allow the Company to forfeit or sell shares and to claim interest.
27 Calls can be for different amounts
On an issue of shares, if the terms of such shares allow, the directors can decide that
allottees or the subsequent holders of such shares can be called on to pay different
amounts, or that they can be called on at different times.
28 Paying calls early
28.1 The directors can accept payment in advance of some or all of the money due from a
shareholder before he is called on to pay the money. The directors can agree to pay
interest on money paid in advance until it would otherwise be due to the Company at a
rate (up to a maximum yearly interest rate of 10 per cent) agreed between the directors
and the shareholder.
28.2 The money which is paid in advance in this way shall not be included in calculating the
dividend payable on the shares in respect of which the money paid in advance has been
paid.
- 17 -

FORFEITING SHARES
29 Notice following non-payment of a call
Articles 29 to 39 apply if a shareholder fails to pay the whole amount of a call, or an
instalment of a call, by the date on which it is due. The directors can serve a notice on him
any time after the date on which the call or the instalment is due, if the whole amount
immediately due has not been paid.
30 Contents of the notice
A notice served under Article 29 must:
• demand payment of the amount immediately payable, plus any interest;
• give a date by when the total must be paid, but this must be at least 14 days after
the notice is served on the shareholder;
• state where the payment(s) must be made; and
• state that if the full amount demanded is not paid by the time and at the place or
address stated, the Company can forfeit the shares on which the call or instalment
was due.
31 Forfeiture if the notice is not complied with
If a notice served under Article 29 is not complied with, the shares to which it relates can
be forfeited at any time while any amount (including interest) is still outstanding. This is
done by the directors passing a resolution stating that the shares have been forfeited.
32 Forfeiture will include unpaid dividends
All dividends which are due on (and other money payable in respect of) the forfeited
shares, but not yet paid, will also be forfeited.
33 Dealing with forfeited shares
33.1 The directors can sell, dispose of or re-allot any forfeited share on any terms and in any
way that they decide. The Company may keep the consideration received from doing this.
The directors can, if necessary, authorise any person to transfer a forfeited share to any
other person and may cause such other person to be registered as the holder of the share.
33.2 The new shareholder’s ownership of the share will not be affected if the steps taken to
forfeit the share, or the sale or disposal of the share, were invalid or irregular, or if
anything that should have been done was not done, and the new shareholder is not
obliged to enquire as to how the purchase money (if any) is used.
- 18 -

34 Cancelling forfeiture
34.1 After a share has been forfeited, the directors can cancel the forfeiture. But they can only
do this before the share has been sold, re-allotted or disposed of. This can be on any
terms that they decide.
34.2 If a share has not been sold or disposed of after three years from the date of forfeiture, the
directors must cancel the share.
35 The position of shareholders after forfeiture
35.1 A shareholder loses all rights in connection with forfeited shares. If the shares are in
certificated form, he must surrender any certificate for those shares to the Company for
cancellation. A person is still liable to pay calls which have been made, but not paid, before
the forfeiture of his shares. He must also pay interest on the unpaid amount (at the rate of
interest which was payable on the unpaid amount before the forfeiture) until it is paid. If no
interest was payable before the forfeiture on the unpaid amount, the directors can fix the
rate of interest on the unpaid amount, but it must not be more than 10 per cent a year, until
it is paid.
35.2 The shareholder continues to be liable for all claims and demands which the Company
could have made relating to the forfeited share. He is not entitled to any credit for the
value of the share when it was forfeited or for money received by the Company under
Article 33, unless the directors decide to allow credit for all or any of that value. The
directors may also decide to waive any payment due either completely or in part.
36 The Company’s lien on shares
LIENS ON PARTLY PAID SHARES
The Company has a lien on all partly-paid shares. This lien has priority over claims of
others to the shares and extends to all dividends and other money payable on the shares
or in respect of them. This lien is for any money owed to the Company for the shares. The
directors can decide to give up any lien which has arisen or that any share for a specified
period of time be entirely or partly exempt from this Article. They can also decide to
suspend any lien which would otherwise apply to particular shares. Unless otherwise
agreed, the registration of a transfer of any share over which the Company has a lien
shall operate as a waiver of that lien.
37 Enforcing the lien by selling the shares
37.1 If the directors want to enforce the lien referred to in Article 36, they can sell some or all of
the shares in any way they decide. The directors can authorise someone to transfer the
shares sold. But they cannot sell the shares until all of the following conditions are met:
• the money owed by the shareholder must be immediately payable;
• the directors must have given a notice in writing to the shareholder. This notice
must say how much is due. It must also demand that this money is paid, and say
that the shareholder’s shares can be sold if the money is not paid;
- 19 -

• the notice in writing must have been sent to or served on the shareholder, or on
any person who is automatically entitled to the shares by law; and
• the money has not been paid by at least 14 days after the notice has been served.
37.2 The new shareholder’s ownership of the share will not be affected if the sale or disposal
of the share was invalid or irregular, or if anything that should have been done was not
done and is not obliged to enquire as to how the purchase money (if any) is used.
38 Using the proceeds of the sale
If the directors sell any shares under Article 37, the net proceeds will first be used to pay
off the amount which is then payable to the Company. The directors will pay any money
left over to the former shareholder, or to any person who would otherwise be
automatically entitled to the shares by law provided that the Company’s lien will also
apply to any money left over, to cover any money still due to the Company which is not yet
payable: the Company has the same rights over this money as it had over the shares
immediately before they were sold. If the shares are in certificated form, the Company
need not pay over anything left under this Article until the certificate representing the
shares sold has been delivered to the Company for cancellation.
39 Evidence of forfeiture or enforcement of lien
A director, or the Secretary, can make a statutory declaration declaring:
• that he is a director or the Secretary of the Company;
• that a share has been properly forfeited or sold to satisfy a lien under the Articles;
and
• when the share was forfeited or sold.
This will be conclusive evidence of these facts which cannot be disputed as against all
persons claiming to be entitled to the share.
CHANGING SHARE RIGHTS
40 Changing the special rights of shares
40.1 If the Company’s share capital is split into different classes of share, and if the
Companies Acts allow this and unless the Articles or rights attached to any class of
share say otherwise, the special rights which are attached to any of these classes of
share can be varied or abrogated if this is approved by an extraordinary resolution in
accordance with Articles 40 and 41. This must be passed at a separate meeting of the
holders of the relevant class of shares. This is called a class meeting. Alternatively, the
holders of at least three-quarters of the existing shares of the relevant class (by nominal
value) can give their consent in writing.
40.2 The special rights of a class of shares can be varied or abrogated while the Company is a
going concern, or while the Company is being wound up, or if winding up is being
considered.
- 20 -

40.3 All the Articles relating to General Meetings apply, with any necessary changes, to a
class meeting, but with the following adjustments:
• At least two people who hold (or who act as proxies for) at least one third of the
total nominal value of the existing shares of the class are a quorum. However, if
this quorum is not present at an adjourned class meeting, one person who holds
shares of the class, or his proxy, is a quorum, regardless of the number of shares
he holds.
• Anybody who is personally present, or who is represented by a proxy, can demand
a poll.
• On a poll, the holders of shares will have one vote for every share of the class
which they hold.
40.4 This Article also applies to the variation or abrogation of special rights of shares forming
part of a class. Each part of the class which is being treated differently is viewed as a
separate class in operating this Article.
41 More about the special rights of shares
The special rights of shares or of any class of shares are not regarded as varied or
abrogated if:
• new shares are created, or issued, which rank equally with or behind those shares
or that class of shares in sharing in profits or assets of the Company;
• the Company redeems or buys back its own shares.
But this does not apply if the terms of the shares or class of shares expressly provide
otherwise.
42 Share transfers
TRANSFERRING SHARES
42.1 Unless the Articles provide otherwise, any shareholder can transfer some or all of his
shares to another person.
42.2 Every transfer of shares in certificated form must be in writing, and either in the usual
standard form, or in any other form approved by the directors.
42.3 Transfers of uncertificated shares are to be carried out using a relevant system and
must comply with the CREST Regulations.
43 More about transfers of shares in certificated form
43.1 The transfer form for shares in certificated form must be delivered to the Transfer Office
(or any other place the directors may decide). The directors may refuse to recognise a
transfer unless the transfer form:
- 21 -

• has with it the share certificate for the shares to be transferred and any other
evidence which the directors ask for to prove that the person wishing to make the
transfer is entitled to do this;
• is properly stamped (for payment of stamp duty) where this is required;
• is being used to transfer only one class of shares; and
• is in favour of not more than four joint holders.
43.2 However, if a transfer is by a recognised clearing house or its nominee or by a
recognised investment exchange, a share certificate is only needed if a certificate has
been issued for the shares in question.
43.3 If the share being transferred is a fully paid-up share, a share transfer form must be
signed by the person making the transfer. If the transfer is being made by a company, the
share transfer form does not need to be under that company’s seal.
43.4 If the share being transferred is not a fully paid-up share a share transfer form must also
be signed by the person to whom the share is being transferred. If the transfer is being
made to a company, the transfer form does not need to be under that company’s seal.
43.5 The person making a transfer of shares will be treated as continuing to be the
shareholder until the name of the person to whom a share is being transferred is put on
the Register for that share.
43.6 No fee is payable to the Company for transferring shares or registering changes relating
to the ownership of shares.
44 The Company can refuse to register certain transfers
44.1 The directors can refuse to register a transfer of any shares in certificated form which are
not fully paid-up. They do not have to give any reasons for refusing. But, if any of those
shares are admitted to the official list maintained by the UK Listing Authority, the
directors cannot refuse to register a transfer if this would stop dealings in the shares from
taking place on an open and proper basis.
44.2 If the directors decide not to register a transfer of a share, they must notify the person to
whom such share was to be transferred. This must be done no later than two months after
the Company receives the transfer (in the case of a share in certificated form).
45 Closing the Register
The directors can decide to suspend the registration of transfers by closing the Register.
This can be for part of a day, a day, or more than a day. Suspension periods can vary
between different classes of shares. But the Register cannot be closed for more than 30
days a year. In the case of shares in uncertificated form, the Register must not be
closed without the consent of the operator of a relevant system.
- 22 -

46 Overseas branch registers
The Company can use all the powers that the Companies Acts give to keep an overseas
branch register. The directors can make and change any regulations they decide on
relating to this register, as long as the Companies Acts allow this.
PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW
47 When a shareholder dies
47.1 When a sole shareholder dies (or a shareholder who is the last survivor of joint
shareholders dies), his legal personal representatives will be the only people whom the
Company will recognise as being entitled to his shares.
47.2 If a shareholder who is a joint shareholder dies, the remaining joint shareholder or
shareholders will be the only people who the Company will recognise as being entitled to
his shares.
47.3 This Article does not discharge the estate of any joint shareholder from any liability.
48 Registering personal representatives
A person who becomes automatically entitled to a share by law can either be registered as
the shareholder, or can select some other person to whom the share is to be transferred.
The person who is automatically entitled by law must provide any evidence of his
entitlement which is reasonably required by the directors.
49 A person who wants to be registered must give notice
If a person who is automatically entitled to shares by law wants to be registered as a
shareholder, he must deliver or send a notice to the Company saying that he has made
this decision. He must sign or authenticate this notice in accordance with Article 147, and it
must be in the form which the directors require. This notice will be treated as a transfer
form and all of the provisions of these Articles about registering transfers of shares apply
to it. The directors have the same power to refuse to register the automatically entitled
person as they would have had in deciding whether to register a transfer by the person
who was previously entitled to the shares.
50 Having another person registered
If a person who is automatically entitled to a share by law wants the share to be
transferred to another person, he must do the following:
• for a share in certificated form sign a transfer form to the person he has selected;
and
• for a share in uncertificated form transfer such share using a relevant system.
The directors have the same power to refuse to register the person selected as they would
have had in deciding whether to register a transfer by the person who was previously
entitled to the shares.
- 23 -

51 The rights of people automatically entitled to shares by law
51.1 A person who is automatically entitled to a share by law is entitled to any dividends or
other money relating to the share, even though he is not registered as the holder of that
share. However, if the directors have served a notice on any such person requesting him
to choose between registering himself or transferring the share, and such person does not
comply with the notice within 90 days, the directors can withhold the dividend and other
money until the notice has been properly complied with.
51.2 Unless and until he is registered as a shareholder the person automatically entitled to a
share by law is not entitled:
• to receive notices of General Meetings, or to attend or vote at these meetings; and
• (subject to Article 51.1) to any of the other rights and benefits of being a
shareholder,
unless the directors decide to allow this.
SHAREHOLDERS WHO CANNOT BE TRACED
52 Shareholder who cannot be traced
52.1 The Company can sell any shares at the best price reasonably obtainable if:
• during the previous 12 years, at least three dividends on the shares have been
payable and none has been claimed;
• after this 12-year period, the Company announces that it intends to sell the shares
by placing an advertisement in a United Kingdom national newspaper and in a
newspaper appearing in the area which includes the address held by the
Company for serving notices relating to the shares; and
• during this 12-year period, and for three months after the last advertisement
appears in the newspapers, the Company has received no indication as to the
whereabouts or existence of the shareholder or any person who is automatically
entitled to the shares by law.
52.2 To sell any shares in this way, the Company can authorise any person to transfer the
shares. This transfer will be just as effective as if it had been made by the registered
holder of the shares, or by a person who is automatically entitled to the shares by law.
The ownership of the person to whom the shares are transferred will not be affected even
if the sale is irregular or invalid in any way.
52.3 The net sale proceeds belong to the Company until claimed under this Article, but it must
pay these to the shareholder who could not be traced, or to the person who is
automatically entitled to the shares by law, if that shareholder, or that other person, asks
for it.
52.4 The Company must record the name of that shareholder, or the person who was
automatically entitled to the shares by law, as a creditor for this money in its accounts. The
money is not held on trust, and no interest is payable on the money. The Company can
keep any money which it has earned on the net sale proceeds. The Company can use the
money for its business, or it can invest the money in any way that the directors decide. But
- 24 -

the money cannot be invested in the Company’s shares, or in the shares of any holding
company of the Company.
52.5 In the case of uncertificated shares, this Article is subject to any restrictions which apply
under the CREST Regulations.
53 The Annual General Meeting
GENERAL MEETINGS
Except as provided in the Companies Acts, each year the Company must hold an Annual
General Meeting, in addition to any other General Meetings which are held in the year. The
notice calling the Annual General Meeting must say that the meeting is the Annual General
Meeting. There must not be a gap of more than 15 months between one Annual General
Meeting and the next. The Annual General Meeting must be held in accordance with the
Companies Acts. The directors must decide when and where to hold the Annual General
Meeting.
54 Extraordinary General Meetings
If a General Meeting is not an Annual General Meeting, it is called an Extraordinary
General Meeting.
55 Calling an Extraordinary General Meeting
The directors can decide to call an Extraordinary General Meeting at any time.
Extraordinary General Meetings must also be called promptly in response to a requisition
by shareholders under the Companies Acts. If an Extraordinary General Meeting is not
called in response to such a request by shareholders, it can be called by the
shareholders who requested the Extraordinary General Meeting in accordance with the
Companies Acts. Any Extraordinary General Meeting requisitioned in this way by
shareholders shall be called in the same manner as nearly as possible to that in which
General Meetings are called by the directors. The directors must decide when and where
to hold an Extraordinary General Meeting.
56 Notice of General Meetings
56.1 At least 21 clear days’ notice in writing must be given for every Annual General Meeting
and for any other General Meeting where it is proposed to pass a special resolution or to
pass some other resolution of which special notice under the Companies Acts has been
given to the Company. For every other General Meeting at least 14 clear days’ notice in
writing must be given.
However, a shorter period of notice can be given:
• for an Annual General Meeting, if all the shareholders entitled to attend and vote
agree; or
- 25 -

• for an Extraordinary General Meeting, if a majority of the shareholders entitled to
attend and vote agree and those shareholders hold at least 95 per cent by
nominal value of the shares which can be voted at the meeting.
56.2 Any notice of General Meeting must state:
• where the General Meeting is to be held;
• the date and time of the General Meeting;
• the general nature of the business of the General Meeting;
• if any resolution will be proposed as a special resolution or extraordinary
resolution; and
• in a reasonably prominent place that a shareholder entitled to attend and vote can
appoint one or more proxies (who need not be shareholders) to attend, speak and
vote instead of that shareholder.
56.3 Notices of General Meetings must be given to the shareholders, except in cases where
the Articles or the rights attached to the shares state that the holders are not entitled to
receive them from the Company. Notice must also be given to the Company’s auditors.
The day when the notice is served (see Article 144), or is treated as served, and the day of
the General Meeting do not count towards the period of notice. In relation to any class of
shares some of which are in uncertificated form the Company can decide that only
people who are entered on the Register at the close of business on a particular day are
entitled to receive such a notice. That day shall be a day chosen by the Company and
falling not more than 21 days before the notice is sent.
56.4 Unless the Companies Act 1985 does not require it, the Company must, on the
requisition in writing of such number of shareholders as is specified in the Companies
Act 1985, send to shareholders:
• entitled to receive notice of the next Annual General Meeting notice of any
resolution which may properly be proposed and is intended to be proposed at that
meeting; and
• entitled to receive notice of any General Meeting any statement of not more than
one thousand words with respect to the matter referred to in any proposed
resolution or the business to be dealt with at that meeting.
Notice of any such resolution shall be given, and any such statement shall be circulated, to
shareholders of the Company entitled to have notice of the General Meeting sent to
them. The cost of this, unless the Company decides otherwise, must be borne by the
requisitionists.
PROCEEDINGS AT GENERAL MEETINGS
57 The chairman of a General Meeting
57.1 The Chairman of the directors will be the chairman at every General Meeting, if he is
present and willing to take the chair.
- 26 -

57.2 If the Company does not have a Chairman, or if the Chairman is not present and willing to
chair the General Meeting, a Deputy Chairman will chair the meeting if he is present and
willing to take the chair.
57.3 Where there is more than one Deputy Chairman at a General Meeting and there is more
than one present, and the Chairman is not there, the Deputy Chairman to take the chair
will be the longest serving Deputy Chairman present.
57.4 If the Company does not have a Chairman or a Deputy Chairman, or if neither the
Chairman or any Deputy Chairman are present and willing to chair the General Meeting,
after waiting ten minutes from the time that a meeting is due to start, the directors who are
present will choose one of themselves to act as chairman. If there is only one director
present, he will be chairman if he is willing.
57.5 If there is no director present and willing to be chairman, then the shareholders who are
personally present at the General Meeting and entitled to vote will decide which one of
them is to be chairman.
57.6 To avoid any doubt, nothing in these Articles restricts or excludes any of the powers or
rights of a chairman of a meeting which are given by the general law.
58 Security, and other arrangements at General Meetings
Either the chairman of a General Meeting, or the Secretary, can take any action he
considers necessary (including adjourning the General Meeting) for:
• the safety of people attending a General Meeting (for example, if there is not
enough room for the shareholders and proxies who want to attend the General
Meeting); or
• proper and orderly conduct at a General Meeting (for example, where the
behaviour of someone present could prevent the business of the General Meeting
being carried out in an orderly way); or
• any other reason to make sure that the business of the General Meeting can be
properly carried out.
Where the chairman of a General Meeting or the Secretary decides to adjourn a General
Meeting in this way, he can adjourn the General Meeting to a time, date and place he
decides (or indefinitely). He does not need the agreement of those present at the General
Meeting to do this.
59 Overflow meeting rooms
The directors can arrange for any people who they consider cannot be seated in the main
meeting room, where the chairman will be, to attend and take part in a General Meeting in
an overflow room or rooms. Any overflow room must have a live video and two way sound
link with the main room for the General Meeting, where the chairman will be. The video
and sound link must enable those in all the rooms to see and hear what is going on in the
other rooms. The notice of the General Meeting does not have to give details of any
arrangements under this Article. The directors can decide on how to divide people between
the main room and any overflow room. If any overflow room is used, the General Meeting
will be treated as being held, and taking place, in the main room.
- 27 -

60 The quorum needed for General Meetings
Before a General Meeting starts to conduct business, there must be a quorum present. If
there is not, the meeting cannot carry out any business. Unless other Articles say
otherwise, a quorum for all purposes is two people who are entitled to vote. They can be
personally present or proxies for shareholders or duly authorised company
representatives or a combination of shareholders, duly authorised company
representatives for companies and proxies.
61 The procedure if there is no quorum
61.1 This Article 61 applies if a quorum is not present either within 30 minutes of the time fixed
for a General Meeting to start or within any longer period (being no longer than an hour
from the time fixed for the General Meeting to start) on which the chairman may decide. If
the General Meeting was called by shareholders it is cancelled. Any other General
Meeting is adjourned to the same day in the next week (or if that day is a public holiday,
then the next day which is not a Saturday, Sunday or public holiday) at the same time and
place or to any other day and time and place which the directors decide.
61.2 If a quorum is not present within 15 minutes of the time fixed for the start of the adjourned
meeting, the adjourned General Meeting shall be cancelled.
62 Adjourning meetings
62.1 Subject to Article 58, the chairman of a General Meeting can adjourn a meeting which has
a quorum present, if this is agreed by those present at the General Meeting. This can be to
a time, date and place proposed by the chairman or may be an indefinite adjournment. The
chairman must adjourn the General Meeting if the General Meeting directs him to. In these
circumstances the General Meeting will decide how long the adjournment will be, and
where it will adjourn to. If a General Meeting is adjourned indefinitely, the directors will fix
the time, date and place of the adjourned General Meeting.
62.2 General Meetings can be adjourned more than once. But if a General Meeting is adjourned
for more than 30 days or indefinitely, at least seven days’ notice must be given of the
adjourned General Meeting in the same way as was required for the original General
Meeting. If a General Meeting is adjourned for less than 30 days, there is no need to give
notice of the adjourned General Meeting, or about the business to be considered there.
62.3 An adjourned General Meeting can only deal with business that could have been dealt with
at the original General Meeting before it was adjourned.
63 Amending Resolutions
If the chairman of a General Meeting, acting in good faith, rules an amendment to a
resolution out of order, any error in that ruling will not affect the validity of a vote on the
original resolution.
- 28 -

64 How votes are taken
VOTING PROCEDURES
64.1 All Substantive Resolutions will only be decided on a poll. All Procedural Resolutions
will be decided by a show of hands of the shareholders present in person or by proxy,
unless a poll is demanded when, or before, the result of the show of hands is declared by
the chairman. A poll can be demanded by:
• the chairman of the General Meeting;
• at least two shareholders at the General Meeting (including proxies of
shareholders entitled to vote) who are entitled to vote;
• one or more shareholders at the General Meeting who are entitled to vote
(including proxies of shareholders entitled to vote) and who have, between them,
at least 10 per cent of the total votes of all shareholders who have the right to vote
at the General Meeting; or
• one or more shareholders who have shares which allow them to vote at the
General Meeting (including proxies of shareholders entitled to vote), where the
total amount which has been paid up on their shares is at least 10 per cent of the
total sum paid up on all shares which give the right to vote at the General Meeting.
64.2 A demand for a poll can be withdrawn if the chairman agrees to this. If a poll is demanded,
and this demand is then withdrawn, any declaration by the chairman of the result of a vote
on that resolution by a show of hands, which was made before the poll was demanded, will
stand.
65 How a poll is taken
65.1 If a poll is demanded or held in the way allowed by the Articles, the chairman of the
General Meeting can decide where, when and how it will be carried out. The result is
treated as the decision of the General Meeting where the poll was demanded, even if the
poll is carried out after the General Meeting.
65.2 The chairman can:
• decide that a ballot, voting papers or tickets will be used;
• appoint one or more scrutineers (who need not be shareholders);
• decide to adjourn the General Meeting to such day, time and place as he decides
for the result of the poll to be declared.
65.3 If a poll is called, a shareholder can vote either personally or by his proxy. If a
shareholder votes on a poll, he does not have to use all of his votes or cast all his votes in
the same way.
- 29 -

66 Where there cannot be a poll
Notwithstanding any other provision in these Articles, a poll is not allowed on a vote to
elect a chairman of a General Meeting, nor is a poll allowed on a vote to adjourn a General
Meeting, unless the chairman of the General Meeting demands a poll.
67 A General Meeting continues after a poll is demanded
A demand for a poll on a particular matter does not stop a General Meeting from continuing
and dealing with matters other than the question on which the poll was demanded.
68 Timing of a poll
A poll on a resolution to adjourn the General Meeting must be taken immediately at the
General Meeting. Any other poll can either be taken immediately at the General Meeting or
within 30 days from the date it was demanded and at a time and place decided on by the
chairman. No notice is required for a poll which is not taken immediately if the time and
place at which it is to be taken are announced at the General Meeting at which it is
demanded. In any other case, at least seven clear days’ notice must be given specifying
the time and place at which the poll is to be taken.
69 The chairman’s casting vote
If the votes are equal, either on a show of hands or on a poll, the chairman of the General
Meeting is entitled to a further, casting vote. This is in addition to any other votes which the
chairman may have as a shareholder, or as a proxy.
70 The effect of a declaration by the chairman
The following applies when there is a vote by a show of hands, and no poll is demanded,
or any demand for a poll is withdrawn. A corresponding entry in the minute book is
conclusive proof of the following declarations by the chairman of the General Meeting:
• a resolution has been carried;
• a resolution has been carried unanimously;
• a resolution has been carried by a particular majority;
• a resolution has been lost; or
• a resolution has been lost by a particular majority.
There is no need to prove the validity, number, or proportion of votes recorded for or
against a resolution.
- 30 -

71 The votes of shareholders
VOTING RIGHTS
At a General Meeting, on a show of hands every shareholder who is present in person
and every person present who has been duly appointed as a proxy shall have one vote,
provided that each such person is entitled to attend and vote at that General Meeting.
Where there is a poll, a shareholder who is present in person (or by proxy) who is entitled
to be present and to vote has one vote for every share which he holds. This is subject to
any special rights or restrictions which are given to any class of shares by, or in
accordance with, the Articles.
72 Shareholders who owe money to the Company
Unless the Articles provide otherwise, the only people who are entitled to attend and/or
vote at General Meetings or to exercise any other right conferred by being a shareholder
in relation to General Meetings, are shareholders who have paid the Company all calls,
and all other sums, relating to their shares which are due at the time of the General
Meeting. This applies both to attending the General Meeting personally and to appointing a
proxy.
73 Suspension of rights on non-disclosure of interest
73.1 This Article applies if any shareholder, or any person appearing to be interested in shares
(within the meaning of Part 22 of the Companies Act 2006) held by that shareholder, has
been properly served with a notice under Section 793 of the Companies Act 2006,
requiring information about interests in shares, and has failed for a period of 14 days from
the date of the notice to supply to the Company the information required by that notice.
Then (subject to the provisions of the Companies Acts and this Article, and unless the
directors otherwise decide) the shareholder is not (for so long as the failure continues)
entitled to attend or vote either personally or by proxy at a shareholders’ meeting or to
exercise any other right in relation to a shareholders’ meeting as holder of:
• the shares in relation to which the default occurred (called default shares);
• any further shares which are issued in respect of default shares; and
• any other shares held by the shareholder holding the default shares.
73.2 Any person who acquires shares subject to restrictions under Article 73.1 is subject to the
same restrictions, unless:
• the transfer was an approved transfer (see Article 73.11); or
• the transfer was by a shareholder who was not himself in default in supplying the
information required by the notice under Article 73.1 and a certificate in accordance
with Article 73.3 is provided.
73.3 Where the default shares represent 0.25 per cent or more of the existing shares of a
class, the directors can in their absolute discretion by notice (a direction notice) to the
shareholder direct that:
- 31 -

• any dividend or part of a dividend or other money which would otherwise be
payable on the default shares shall be retained by the Company (without any
liability to pay interest when that dividend or money is finally paid to the
shareholder);
• the shareholder will not be allowed to choose to receive shares in place of
dividends in accordance with Article 135; and/or
• subject to Article 73.4, no transfer of any of the shares held by the shareholder
will be registered unless:
• either the transfer is an approved transfer (see Article 73.11);
• or the shareholder is not himself in default as regards supplying the
information required; and (in this case)
• the transfer is of part only of his holding; and
• when presented for registration, the transfer is accompanied by a
certificate by the shareholder. This certificate must be in a form
satisfactory to the directors and state that after due and careful
enquiry the shareholder is satisfied that none of the shares
included in the transfer are default shares.
73.4 Any direction notice can treat shares of a shareholder in certificated and
uncertificated form as separate shareholdings and either apply only to shares in
certificated form or to shares in uncertificated form or apply differently to shares in
certificated and uncertificated form. In the case of shares in uncertificated form the
directors can only use their discretion to prevent a transfer if this is allowed by the CREST
Regulations.
73.5 The Company must send a copy of the direction notice to each other person who
appears to be interested in the shares covered by the notice, but if it fails to do so, this
does not invalidate the direction notice.
73.6 A direction notice has the effect which it states while the default resulting in the notice
continues. It then ceases to apply when the directors decide (which they must do within
one week of the default being cured). The Company must give the shareholder
immediate notice in writing of the directors’ decision.
73.7 A direction notice also ceases to apply to any shares which are transferred by a
shareholder in a transfer permitted under Article 73.3 even where a direction notice
restricts transfers.
73.8 Where a person who appears to be interested in shares has been served with a notice
under Section 793 of the Companies Act 2006 and the shares in which he appears to be
interested are held by an Approved Depositary, this Article shall be treated as applying
only to the shares which are held by the Approved Depositary in which that person
appears to be interested and not (so far as that person’s apparent interest is concerned) to
any other shares held by the Approved Depositary.
73.9 Where the shareholder on which a notice under Section 793 of the Companies Act 2006
is served is an Approved Depositary, the obligations of the Approved Depositary as a
shareholder will be limited to disclosing to the Company any information relating to any
person who appears to be interested in the shares held by it which has been recorded by
- 32 -

it in accordance with the arrangement under which it was appointed as an Approved
Depositary.
73.10 For the purposes of this Article a person is treated as appearing to be interested in any
shares if the shareholder holding those shares has been served with a notice under
Section 793 of the Companies Act 2006 and:
• the shareholder has named that person as being so interested; or
• (after taking into account the response of the shareholder to the notice and any
other relevant information) the Company knows or reasonably believes that the
person in question is or may be interested in the shares.
73.11 For the purposes of this Article a transfer of shares is an approved transfer if:
• it is a transfer of shares to an offeror under an acceptance of a takeover offer; or
• the directors are satisfied that the transfer is made in connection with a sale in
good faith of the whole of the beneficial ownership of the shares to a person
unconnected with the shareholder or with any person appearing to be interested
in the shares. This includes such a sale made through a recognised investment
exchange or any other stock exchange outside the United Kingdom on which the
Company’s shares are normally traded. For this purpose any associate (as that
word is defined in Section 435 of the Insolvency Act 1986) is included amongst the
people who are connected with the shareholder or any person appearing to be
interested in the shares.
73.12 Where a person who has an interest in American Depositary Shares receives a notice
under this Article 73, that person is considered for the purposes of this Article 73 to have
an interest in the number of shares represented by those American Depositary Shares
which is specified in the notice and not in the remainder of the shares held by the ADR
Depositary.
73.13 Where the ADR Depositary receives a notice under this Article 73, the ADR Depositary
shall only be required to supply information relating to any person who has an interest in
the shares held by the ADR Depositary which has been recorded by the ADR Depositary
under the arrangements made with the Company (including in the Proxy Register
maintained under Article 164) when it was appointed as the ADR Depositary.
73.14 This Article does not restrict in any way the provisions of the Companies Acts which apply
to failures to comply with notices under Section 793 of that Companies Act 2006.
74 Votes of shareholders who are of unsound mind
74.1 This Article 74 applies where a court which claims jurisdiction to protect people who are
unable to manage their own affairs has made an order detaining a shareholder or
appointing a person to manage his property or affairs.
74.2 The receiver or other person appointed by the court order to act for the shareholder can
vote for the shareholder on a show of hands or on a poll at General Meetings. However,
this Article only applies if the receiver or other person appointed by the court delivers to the
Transfer Office (or the place or address stated in the notice for the delivery of the proxy
form) at least 48 hours before the relevant General Meeting (or adjourned General
Meeting) such evidence as the directors may require of such person’s authority to act.
- 33 -

74.3 If the receiver or other person appointed by the court fails to deliver the appropriate
evidence to the Transfer Office (or the place or address stated in the proxy form) in
accordance with Article 74.2, the right to vote shall not be exercisable.
75 The votes of joint holders
Where a share is held by joint shareholders any one joint shareholder can vote at any
General Meeting (either personally or by proxy) in respect of such share as if he were the
only shareholder. If more than one of the joint shareholders votes (either personally or by
proxy), the only vote which will count is the vote of that one of them who is listed first on
the Register for the share.
76 Appointment of proxies
PROXIES
76.1 Any shareholder may appoint another person, who need not be another shareholder, as
his proxy to act at a General Meeting on his behalf.
76.2 Proxies may also be appointed to act at General Meetings in the circumstances, and in the
manner, provided for in Articles 159.2, 163, 165, 166 and 169, and Articles 76 to 80 should
be read subject to their terms.
76.3 A shareholder can appoint more than one proxy to attend on the same occasion.
77 Completing proxy forms
77.1 A proxy form:
• must be in writing; and
• can be in any form which is commonly used, or in any other form which the
directors approve.
77.2 A proxy form given by:
• an individual must be signed by the shareholder appointing the proxy, or by an
agent who has been properly appointed in writing or authenticated in accordance
with Article 147; or
• a company must be sealed with the company’s seal or signed by an officer who is
authorised to act on behalf of the company or authenticated in accordance with
Article 147.
Unless the contrary is shown, the directors are entitled to assume that where a proxy form
purports to have been signed or authenticated in accordance with Article 147 by an officer
on behalf of a company that such officer was duly authorised by such company without
requiring any further evidence. Signatures and authentications need not be witnessed.
77.3 All notices convening General Meetings which are sent to shareholders entitled to vote at
the General Meeting, must, at the expense of the Company, be accompanied by a proxy
- 34 -

form. The proxy form must make provision for two-way voting on all resolutions intended
to be proposed, other than resolutions which are merely procedural.
77.4 The accidental omission to send a proxy form to a shareholder entitled to it (or non
receipt by him of the proxy form) will not invalidate any resolution passed or proceedings
at the General Meeting to which the proxy form relates.
78 Delivering proxy forms
78.1 A proxy form must be delivered to the place or address stated in the notice of the General
Meeting, or in the proxy form, or, if no place or address is stated, to the Transfer Office
or if the directors decide to accept proxies by electronic means or by means of a website,
in the way and to the address that they specify. It must be delivered at least:
• 48 hours before a General Meeting, an adjourned General Meeting or a poll taken
on the same day as the meeting; or
• 24 hours before a poll is taken, if the poll is not taken on the same day as the
General Meeting or adjourned General Meeting.
78.2 Directors can decide to accept proxies delivered by electronic means or by means of a
website, subject to any limitations, restrictions or conditions they decide to apply.
78.3 If a proxy form is signed or authenticated in accordance with Article 147 by an agent, the
power of attorney or other authority relied on to sign or authenticate it, or a copy which has
been certified by a notary, or certified in some other way specified by the directors, must (if
required by the Company) be delivered with the proxy form in accordance with the
instructions for delivery of proxy forms which are set out in the notice of General Meeting
or on the proxy form, unless the power of attorney or other form of authority has already
been registered with the Company.
78.4 If this Article 78 is not complied with, the proxy will not be able to act for the person who
appointed him.
78.5 A proxy form delivered by an Approved Depositary except in respect of a person
appointed in accordance with Article 191 may be delivered to the appropriate place or
address referred to in Article 78.1 by electronic means or in any other way the directors
decide.
78.6 If a proxy form which relates to several General Meetings has been properly delivered for
one General Meeting or adjourned General Meeting, it does not need to be delivered again
for any later General Meeting which the proxy form covers.
78.7 Unless the proxy form says otherwise, it will be valid at an adjourned General Meeting as
well as for the original General Meeting to which it relates.
78.8 A shareholder can attend and vote at a General Meeting on a show of hands or on a poll
even if he has appointed a proxy to attend and vote at that meeting. However, if he votes in
person on a resolution, then as regards that resolution his appointment of a proxy will not
be valid.
- 35 -

79 Cancellation of proxy’s authority
79.1 Any vote cast in the way a proxy form authorises, or any demand for a poll made by a
proxy, will be valid even though:
• the shareholder who appointed the proxy has died or is of unsound mind;
• the proxy form has been revoked; or
• the authority of the person who signed or authenticated the proxy form for the
shareholder has been revoked.
79.2 However, this does not apply if a notice in writing of the fact has been received at the
Transfer Office (or at such other place or address within the United Kingdom which is
specified for the deposit of proxy forms in accordance with these Articles) before:
• the General Meeting or adjourned General Meeting starts; or
• the time fixed on a later day to take a poll,
when the vote is taken or poll demanded.
80 Authority of proxies
80.1 A proxy is entitled to speak at a General Meeting.
80.2 A proxy form gives the proxy the authority to demand a poll, or to join others in
demanding one. A demand for a poll made by a proxy for a shareholder is treated in the
same way as a demand by the shareholder himself.
80.3 Unless the proxy form provides otherwise, a proxy form entitles a proxy to vote on any
amendment to a resolution put to the General Meeting for which it was given as the proxy
thinks fit.
81 Representatives of companies
81.1 A company which is a shareholder can authorise any person to act as its representative
at any General Meeting which it is entitled to attend. This person is called a company
representative. The directors of that company must pass a resolution to appoint the
company representative. If the governing body of that company is not a board of
directors, the resolution can be passed by its governing body. A company representative
can exercise all the powers on behalf of the company which the company could exercise
if it were an individual shareholder present at the General Meeting in person. This
includes the power to vote on a show of hands when the company representative is
present in person at a General Meeting.
81.2 Any vote cast by a company representative, and any demand he makes for a poll, is
valid even if he is, for any reason, no longer authorised to represent the company.
However, this does not apply if notice in writing of the fact that he is no longer authorised
has been received at the Transfer Office (or at such other place or address within the
United Kingdom which is specified for the deposit of proxy forms in accordance with
these Articles) before the deadlines which apply to notice of cancellation of proxies under
Article 79.
- 36 -

82 Challenging votes
Any objection to the right of any person to vote or the way in which the votes have been
counted must be made at the General Meeting (or adjourned General Meeting) at which
the vote is cast. If a vote is not disallowed at the General Meeting, it is valid for all
purposes. Any such objection must be raised with the chairman of the General Meeting
and will only change the decision of the General Meeting on any resolution if the chairman
of the General Meeting decides that the vote cast may have affected the decision of the
General Meeting. His decision on matters referred to him under this Article is final.
83 The number of directors
DIRECTORS
There must be at least three directors (other than alternate directors), but the
shareholders can vary the number of directors by passing an ordinary resolution.
84 Qualification to be a director
A director need not be a shareholder, but a director who is not a shareholder is entitled to
attend and speak at shareholders’ meetings.
85 Directors’ fees and expenses
85.1 Each of the directors shall be paid a fee for his services. The directors can decide on the
amount, timing and manner of payment of directors’ fees, but the total of the fees paid to all
of the directors (excluding amounts paid as special pay under Article 86, amounts paid as
expenses under Article 87 and any payments under Article 88) must not exceed:
• £1.5 million a year; or
• any higher sum decided on by an ordinary resolution at a General Meeting.
This remuneration shall accrue from day to day.
85.2 Unless an ordinary resolution is passed which provides otherwise, the fees will be divided
between some or all of the directors in the way that they decide. If they fail to decide, the
fees will be shared equally by the directors, except that any director holding office as a
director for only part of the period covered by the fee is only entitled to a pro rata share
covering that broken period.
86 Special pay
86.1 The directors can award special pay if any director performs extra or special services of
any kind including:
• holding any executive post;
• acting as chairman or deputy chairman (whether or not this office is executive or
non-executive);
- 37 -

• travelling or staying outside his main residence for any business or purposes of the
Company; and
• serving on any committee of the directors.
86.2 Special pay can take the form of salary, commission or other benefits or expenses or more
than one of such forms or can be paid in some other way. This is decided on by the
directors and may be a fixed sum or percentage of profits or otherwise. Such special pay
can be either in addition to or instead of any other fees, expenses and other benefits a
director may be entitled to receive.
87 Directors’ expenses
In addition to any fees and expenses paid under Articles 85 and 86, the Company will
repay to a director all expenses properly incurred in:
• attending and returning from shareholders’ meetings;
• attending and returning from directors’ meetings;
• attending and returning from meetings of committees of the directors; or
• in or with a view to the performance of their duties.
88 Directors’ pensions and other benefits
88.1 The directors may pay or provide:
• pensions;
• annual payments;
• gratuities; or
• other allowances or benefits
to any people who are, or who were, directors who had a salary or place of profit with the
Company or with any company which is or has been a subsidiary of the Company or a
predecessor in business of the Company or any such subsidiary. The directors can
decide to extend these arrangements to any member of his family (including a spouse and
a former spouse) or to any person who was or is dependent on him. The directors can also
decide to contribute (before as well as after he ceases to receive a salary or occupy a
place of profit) to any scheme or fund or to pay premiums to a third party for these
purposes.
88.2 No director or former director is accountable to the Company or its shareholders for a
benefit of any kind given in accordance with this Article. The receipt of a benefit of any kind
given in accordance with this Article does not prevent a person from being or becoming a
director.
89 Appointing directors to various posts
89.1 The directors can appoint any director as chairman, or a deputy chairman, or to any
executive position on which they decide. So far as the Companies Acts allow, they can
- 38 -

decide on how long these appointments will be for, and on their terms. Subject to the terms
of any contract with the Company, they can also vary or end these appointments.
89.2 A director will automatically stop being chairman, deputy chairman, managing director,
deputy managing director, joint managing director or assistant managing director if he is no
longer a director. Other executive appointments will only stop if the contract or resolution
appointing the director to a post says so. If a director’s appointment ends because of this
Article, this does not prejudice any claim for breach of contract against the Company
which may otherwise apply.
89.3 The directors can delegate to a director appointed to an executive post any of the powers
which they jointly have as directors. These powers can be delegated on such terms and
conditions as decided by the directors either in parallel with, or in place of, the powers of
the directors acting as a board. The directors can change the basis on which these powers
are given or withdraw them from the executive.
90 Age limits
CHANGING DIRECTORS
Provisions of the Companies Acts which, together with these Articles, would restrict the
appointment of a director or require him to stop being a director because he has reached a
particular age do not apply to the Company. This includes restrictions and requirements
involving special formalities once an age limit is reached.
91 Retiring directors
At each Annual General Meeting all those directors who were elected or last re-elected at
or before the Annual General Meeting held in the third calendar year before the current
year shall automatically retire.
92 Eligibility for re-election
A retiring director is eligible for re-election.
93 Re-electing a director who is retiring
93.1 At a General Meeting at which a director retires (whether at an Annual General Meeting or
otherwise), he may be re-elected (as long as the director has not told the Company in
writing that he does not wish to be re-elected) if the shareholders pass an ordinary
resolution to re-elect him.
93.2 A director retiring at a General Meeting retires at the end of that meeting (or adjourned
meeting). Where a retiring director is re-elected he continues as a director without a break.
94 Election of two or more directors
A single resolution for the election of two or more directors is void unless the shareholders
first approve the putting of a resolution in this form by an earlier procedural vote taken at
the General Meeting, with no votes cast against.
- 39 -

95 People who can be directors
95.1 Only the following people can be elected as directors at a General Meeting:
• A director who is retiring at the General Meeting;
• A person who is recommended by the directors; and
• A person who has been proposed by a shareholder who is entitled to attend and
vote at the General Meeting.
95.2 A shareholder proposing a director in accordance with Article 95.1 must deliver to the
Registered Office at least seven days before the General Meeting, but not more than 42
days before the meeting (this period includes the date on which the notice is given):
• a letter stating that he intends to propose another person for election as director,
signed or authenticated in accordance with Article 147; and
• confirmation in writing from the person to be proposed that he is willing to be
elected, signed or authenticated in accordance with Article 147 by such person;.
96 The power to fill vacancies and appoint extra directors
96.1 The directors can appoint any person as an extra director or to fill a casual vacancy. Any
director appointed in this way automatically retires at the next General Meeting after his
appointment. At this General Meeting he can be elected by the shareholders as a director.
96.2 At a General Meeting the shareholders can also pass an ordinary resolution to fill a
casual vacancy or to appoint an extra director.
96.3 Extra directors can only be appointed under this Article up to the limit (if any) on the total
number of directors under the Articles (or any variation of the limit approved by the
shareholders in accordance with the Articles).
97 Removing and appointing directors by an ordinary resolution
97.1 The shareholders can pass an ordinary resolution to remove a director, even though his
time in office has not ended. This applies despite anything else in the Articles, or in any
agreement between him and the Company. Special notice of the ordinary resolution must
be given to the Company as required by the Companies Acts. But if a director is removed
in this way, it will not affect any claim which he may have for damages for breach of any
contract of service between him and the Company.
97.2 Subject to Article 95, the shareholders can pass an ordinary resolution to elect a person
to replace a director who has been removed in the way described in Article 97.1. If no
director is appointed under this Article, the vacancy can be filled under Article 96.
97.3 Any person appointed under Article 97.2 will be treated, for the purpose of determining the
time at which he is to retire, as if he had become a director on the day on which the
director he replaced was last elected.
98 When directors are disqualified
98.1 Any director automatically ceases to be a director in any of the following circumstances if:
- 40 -

• a bankruptcy order is made against him;
• he makes any arrangement or composition with his creditors or applies for an
interim order under Section 253 of the Insolvency Act 1986 in connection with a
voluntary arrangement under that Act;
• a court which claims jurisdiction to protect people who are unable to manage their
own affairs has made an order detaining him or appointing a person to manage his
property or affairs;
• he has missed directors’ meetings for a continuous period of six months, without
permission from the directors, and the directors pass a resolution removing him
from office;
• he is prohibited from being a director under the Companies Acts or any power
conferred on the directors or shareholders under these Articles;
• except where his contract of service prevents him from resigning, he:
(i) delivers to the Company a resignation notice in writing, signed or
authenticated in accordance with Article 147 by him or on his behalf; or
(ii) offers in writing to resign and the directors pass a resolution accepting the
offer;
• all the other directors serve a notice in writing upon him requiring him to resign. He
will cease to be a director when the notice is served on him. Such a notice can
consist of several documents in the same form signed or authenticated in
accordance with Article 147 by one or more directors.
98.2 When a director stops being a director for any reason, he will also automatically cease to
be a member of any committee. Removal from office will be without prejudice to any claim
which he or the Company might bring in relation to any contract of service between him
and the Company.
99 Directors’ meetings
DIRECTORS’ MEETINGS
The directors can decide when and where to have directors’ meetings and how they shall
be conducted, and on the quorum. They can also adjourn their meetings.
100 Who can call directors’ meetings
A directors’ meeting can be called by any director. The Secretary must also call a directors’
meeting if a director asks him to.
101 How directors’ meetings are called
Directors’ meetings are called by giving notice to all the directors. This notice may be given
to a director personally, by word of mouth, by notice in writing (sent to him at his last known
address) or by electronic means (sent to him at his last known electronic address or
- 41 -

number). Any director can waive notice of any directors’ meeting, including one which has
already taken place.
102 Quorum
102.1 If no other quorum is fixed by the directors, three directors are a quorum. A directors’
meeting at which a quorum is present can exercise all the powers, authorities and
discretions of the directors whether by or under these Articles or exercisable by the
directors generally.
102.2 A person who holds office only as an alternate director shall, if his appointor is not
present, be counted in the quorum.
102.3 A director who ceases to be a director at a directors’ meeting can continue to be present
and act as a director and be counted in the quorum until the end of that meeting if no other
director objects and a quorum would not otherwise be present.
103 The Chairman of directors’ meetings
103.1 The directors can elect any director as Chairman or as one or more Deputy Chairmen for
such periods as the directors decide. If the Chairman is at a directors’ meeting, he will
chair it. In his absence, the chair will be taken by a Deputy Chairman, if one is present. If
there is no Chairman or Deputy Chairman present within five minutes of the time when the
directors’ meeting is due to start, the directors who are present can choose which one of
them will be the Chairman of the directors’ meeting.
103.2 Where there is more than one Deputy Chairman present at a meeting, and the Chairman is
not there, the Deputy Chairman to take the chair will be the longest serving Deputy
Chairman present.
104 Voting at directors’ meetings
Matters for decision which arise at a directors’ meeting will be decided by a majority vote.
The chairman of the meeting will not have a second, casting vote.
105 Directors can act even if there are vacancies
105.1 The remaining directors can continue to act even if one or more of them ceases to be a
director. But if the number of directors falls below the minimum which applies under Article
83 (including any variation of that minimum approved by an ordinary resolution of
shareholders), the remaining director(s) can only:
• either appoint further directors to make up the shortfall; or
• call a General Meeting.
105.2 If no director or directors are willing or able to act under this Article, any two shareholders
can call a General Meeting to appoint extra directors.
- 42 -

106 Directors’ meetings by video conference and telephone
106.1 Any or all of the directors, or members of a committee, can take part in a directors’ meeting
of the directors or of a committee by way of a video conference or conference telephone,
or similar equipment, designed to allow everybody to take part in the directors’ meeting.
106.2 Taking part in this way will be counted as being present at the directors’ meeting. A
directors’ meeting which takes place by way of video conference, conference telephone or
similar equipment will be treated as taking place where most of the participants are. If there
is no largest group, directors’ meetings will be treated as taking place where the Chairman
is.
106.3 A directors’ meeting held in the way described in Article 106.1 will be valid as long as in
one single place, or in places connected by way of video conference, telephone
conference, or similar equipment, a quorum is present.
107 Resolutions in writing
107.1 This Article applies to a resolution in writing which is signed or authenticated by all of the
directors or members of a committee who would be entitled to vote on the resolution at a
directors’ meeting or at a committee meeting. This kind of resolution is just as valid and
effective as a resolution passed by those directors at a directors’ meeting which is properly
called and held.
107.2 The resolution can be passed using several copies of a document, if each copy is signed
or authenticated by one or more directors.
107.3 A resolution in writing signed or authenticated by an alternate director does not need also
to be approved by his appointor. If the resolution in writing is signed or authenticated by a
director who has appointed an alternate director, it does not need to be approved by the
alternate director acting in that capacity.
107.4 A resolution in writing will be valid at the time it is signed or authenticated by the last
director.
108 The validity of directors’ actions
Everything which is done by any directors’ meeting, or by a committee of the directors, or
by a person acting as a director, or as a member of a committee, will, in favour of anyone
dealing with the Company in good faith, be valid even though it is discovered later that any
director, or person acting as a director, was not properly appointed or elected. This also
applies if it is discovered later that anyone was disqualified from being a director, or had
ceased to be a director, or was not entitled to vote. In any of these cases, in favour of
anyone dealing with the Company in good faith, anything done will be as valid as if there
was no defect or irregularity of the kind referred to in this Article.
- 43 -

DIRECTORS’ INTERESTS
109 Directors’ interests in transactions with the Company
109.1 If the Companies Acts allow, and if he has disclosed to the directors the nature and extent
of his interest, a director can, notwithstanding his being a director:
(a) be a party to, or otherwise interested in, any existing or proposed contract,
transaction or arrangement with the Company or in which the Company is
otherwise interested;
(b) be a director of, or occupy an office or place of profit (other than as auditor) in, and
in any such case on terms (including pay) which the directors can decide, or be
employed by, or be a party to any existing or proposed contract, transaction or
arrangement with, or otherwise be interested in, any company promoted by the
Company or in which the Company is otherwise interested; or
(c) alone (or any firm of which he is a partner, employee or member can) act in a
professional capacity for the Company (other than as auditor) and be paid for this.
109.2 A director will not, unless he agrees otherwise, have to hand over to the Company any
benefit which he derives from any of the interests described above, and no contract,
transaction or arrangement of the type described above will be liable to be avoided on the
grounds of any director’s interest or benefit.
109.3 If the Company holds or owns shares in another company, the directors can exercise
votes attached to such shares or if any of the directors are directors of such other
company, they may vote as directors of that other company in such manner as they think
fit.
110 When directors can vote on things in which they are interested
110.1 Unless the Articles say otherwise, a director cannot vote on a resolution about a contract
or any other kind of proposal in which he has a material interest. For this purpose, any
interest of a person who is connected with a director within the meaning of the Companies
Acts will be treated as if it were an interest of the director himself. However, the director
can vote if the interest is only an interest in the Company’s shares, debentures or other
securities. If a director cannot vote on a resolution, the director cannot be counted in the
quorum when the directors vote on that resolution.
110.2 However, if the Companies Acts permit, a director can (in the absence of a material
interest other than one which is listed below) vote, and be counted in the quorum, on any
resolution about any of the following matters, namely:
• giving him, or any other person, any guarantee, security or indemnity for any
money which he, or that other person, has lent at the request of, or for the benefit
of, the Company or any of its subsidiary undertakings;
• giving him, or any other person, any security or an indemnity for any liability which
he, or that other person, has incurred at the request, or for the benefit of, the
Company or any of its subsidiary undertakings;
- 44 -

• giving any guarantee, security or indemnity, to him, or any other person, for a debt
or obligation which is owed by the Company, or any of its subsidiary
undertakings, if the director has taken responsibility by giving a guarantee,
indemnity or security for some or all of that debt or obligation;
• any proposal relating to an offer of any shares, debentures or other securities, of
or by the Company, or any of its subsidiary undertakings, if the director takes
part because he is a holder of shares, debentures or other securities, or if he takes
part in the underwriting or sub-underwriting of the offer;
• any proposal involving any other company in which the director (together with any
person connected with the director within the meaning of the Companies Acts),
has any kind of interest (including holding any position in that company, or being a
shareholder of that company). But this exemption does not apply if he knows that
he, and any people connected with him, hold an interest in shares (as defined for
Part 22 of the Companies Act 2006) representing 1 per cent or more of:
• any class of equity share capital of such company (or any third company
through which his interest is derived); or
• the voting rights in that company.
Any such interest of 1 per cent or more is treated for the purposes of this Article as
being material interest;
• any proposal relating to an arrangement for the benefit of employees of the
Company, or any of its subsidiary undertakings, which only gives him benefits
which are also generally given to the employees to whom the arrangement relates;
• any proposal relating to any insurance which the Company proposes to buy or
renew for the benefit of directors, or of a group of people which includes directors;
or
• any proposal relating to: (i) the granting of an indemnity to directors; or (ii) the
funding of reasonable expenditure by one or more directors in defending civil or
criminal proceedings, or in connection with any application under the provisions
referred to in Section 337A(2) of the Companies Act 1985; or (iii) the doing of
anything to enable such a director or directors to avoid incurring such expenditure,
by the Company or any of its subsidiary undertakings.
110.3 A director cannot vote or be counted in the quorum on a resolution relating to appointing
that director to a position within the Company or any company in which the Company has
an interest or the terms and termination of the appointment.
110.4 This Article applies if the directors are considering proposals about appointing two or more
directors to positions with the Company or any company in which the Company has an
interest. It also applies if the directors are considering the terms or termination of such
appointments. These proposals can be split up to deal with each director separately. If this
is done, each director can vote and be included in the quorum for each resolution, except
the one concerning him. But he cannot vote if the resolution relates to appointing him to a
company in which the Company is interested in if he has an interest of 1 per cent or more
in that company of the nature described in Article 110.2.
- 45 -

110.5 If any question comes up at a directors’ meeting about whether a director has a material
interest, or whether he can vote or be counted in the quorum, and the director does not
agree to abstain from voting on the issue or not be counted in the quorum, the question
must be referred to the chairman of the directors’ meeting (unless the Chairman is the
director in question, in which case the other directors will choose another amongst them to
act as chairman in dealing with this question). The Chairman’s ruling about any other
director is final and conclusive, unless the nature and extent of the director’s interest has
not been fairly disclosed to the other directors.
111 More about directors’ interests
For the purpose of Articles 109 and 110 and this Article, a director who is in any way
interested shall state the nature of his interest at a directors’ meeting in accordance with
the Companies Acts, and:
• a general notice given to the directors that a director has an interest of the kind
stated in the notice in any contract, transaction or arrangement which involves any
company or person identified in the notice is treated as a standing disclosure that
the director has that interest;
• an interest of a person who is connected with the director within the meaning of the
Companies Acts will be treated as an interest of the director;
• interests (whether his or of any person connected with the director within the
meaning of the Companies Acts) which are unknown to the director and which it is
unreasonable to expect him to know about are ignored.
112 Delegating powers to committees
DIRECTORS’ COMMITTEES
The directors can delegate any of their powers, or discretions, to committees of one or
more directors. This includes powers or discretions relating to directors’ pay or giving
benefits to directors. If the directors have delegated any power or discretion to a
committee, any references in these Articles to using that power or discretion include its
use by the committee. Any committee must comply with any regulations laid down by the
directors. These regulations can require or allow people who are not directors to be coopted
onto the committee, and can give voting rights to co-opted members. But:
• there must be more directors on a committee than co-opted members; and
• a resolution of the committee is only effective if a majority of the members of the
committee present at the time of the resolution were directors.
113 Committee procedure
If a committee includes two or more people, the Articles which regulate directors’
meetings and their procedure will also apply to committee meetings (if possible), unless
these are inconsistent with any regulations for the committee which have been laid down
under Article 112.
- 46 -

DIRECTORS’ POWERS
114 The directors’ management powers
114.1 The Company’s business will be managed by the directors. They can use all the
Company’s powers except where the Articles, or the Companies Acts, provide that
powers can only be used by the shareholders voting to do so at a General Meeting. The
general management powers under this Article are not limited in any way by specific
powers given to the directors by other Articles.
114.2 The directors are, however, subject to:
• the provisions of the Companies Acts;
• the requirements of the Memorandum or these Articles; and
• any other requirements (whether or not consistent with these Articles) which are
approved by the shareholders by passing a special resolution at a General
Meeting.
However, if any change is made to the Memorandum or these Articles or if the
shareholders approve a requirement relating to something which the directors have
already done which was within their powers, this will not invalidate any prior act of the
directors which would otherwise have been valid.
115 The power to establish local boards
115.1 The directors can set up local committees, local boards or local agencies to manage any of
the Company’s business. These can be either in or outside the United Kingdom. The
directors can appoint, remove and re-appoint anybody (who need not be a director) to be:
• members of any local committee, board or agency; or
• managers or agents of the Company.
115.2 The directors can:
• decide on the pay and other benefits of people appointed under this Article;
• delegate any of their authority, powers or discretions to:
(i) any local board or committee; or
(iii) any manager, or agent of the Company;
• allow local committees or boards, managers or agents to delegate to another
person;
• allow the members of local committees, boards or agencies to fill any vacancies on
them;
• allow the members of local committees, boards or agencies to continue to act even
though there are vacancies on them;
• remove any people they have appointed under this Article; and
- 47 -

• cancel or change an appointment or delegation made under this Article, although
this will not affect anybody who acts in good faith who has not had any notice of
any cancellation or variation.
Any appointment or delegation by the directors which is referred to in this Article can be on
any terms and conditions decided on by the directors.
115.3 A person who is employed by, or occupies an office with, the Company may be given a
title which includes the words “Associate Director”. This will not imply that such person is a
director of the Company or that he is entitled to act as a director or be deemed to be a
director for the purposes of these Articles.
116 The power to appoint attorneys
116.1 The directors can appoint anyone (including the members of a group which changes over
time) as the Company’s attorney or attorneys by granting a power of attorney or by
authorising him or them in some other way. The attorney or attorneys can either be
appointed directly by the directors, or the directors can give someone else the power to
select attorneys. The directors can decide on the purposes, powers, authorities and
discretions of attorneys.
116.2 The directors can decide for how long a power of attorney will last and they can apply any
terms and conditions to it. The power of attorney can also include any provisions which the
directors decide on for the protection and convenience of anybody dealing with the
attorney. The power of attorney can also allow the attorney to sub-delegate any or all of his
power, authority or discretion to any other person.
117 Borrowing powers
So far as the Companies Acts allow, the directors can exercise all the powers of the
Company to:
• borrow money;
• issue (subject to the provisions of the Companies Acts regarding authority to allot
debentures convertible into shares) debentures and other securities; and
• give any form of:
• guarantee; and
• security, either outright or as collateral and over all or any of the
Company’s undertaking, property and uncalled capital,
for any debt, liability or obligation of the Company or of any third party.
118 Borrowing restrictions
118.1 The directors must:
• limit the Borrowings of the Company and
• exercise all voting and other rights or powers of control exercisable by the
Company in relation to its subsidiary undertakings
- 48 -

• to ensure that the total amount of all Borrowings by the Group outstanding at any
time will not exceed 1.5 times the Adjusted Total of Capital and Reserves at
such time.
This limitation on Borrowings will only affect subsidiary undertakings to the extent that
the directors can restrict the borrowings of the subsidiary undertakings by exercising the
rights or powers of control which the Company has over its subsidiary undertakings.
The Company may consent in advance to exceeding the borrowing limit by passing an
ordinary resolution at a General Meeting.
118.2 In this Article:
Group means the Company and its subsidiary undertakings for the time being;
Adjusted Total of Capital and Reserves means the aggregate of the share capital and
reserves as shown in the latest audited consolidated balance sheet of the Group
(including the amount paid up or credited as paid up on the issued share capital of the
Company, the share premium account, capital redemption reserve, profit and loss account
and other reserves included within the Group’s equity shareholders’ funds) (the
“Reserves”) but:
• adjusted as appropriate in respect of any variation to the paid up share capital or
reserves since the date of the latest audited consolidated balance sheet as
recorded within the monthly management accounting records of the Group
prepared in accordance with the accounting bases and principles applied in the
preparation of its latest audited consolidated balance sheet;
• adding any amount which has been deducted at any time from the Reserves of the
Group for goodwill arising on consolidation either by direct charge to Reserves or
by charge to the Group’s consolidated profit and loss account; and
• making such other adjustments (if any) as the auditors of the Company consider
appropriate.
Borrowings means the aggregate amount of all liabilities and obligations of the Group
which in accordance with the accounting bases and principles of the Group are treated as
borrowings in the latest audited consolidated balance sheet of the Group but:
• adjusted as appropriate in respect of any variation to borrowings since the date of
the latest audited consolidated balance sheet as recorded within the monthly
management accounting records of the Group prepared in accordance with the
accounting bases and principles applied in its latest audited consolidated balance
sheet;
• excluding any borrowings under finance or structured tax lease arrangements to
the extent matched as part of those arrangements by deposits of cash or cash
equivalent investments which are treated by the creditor concerned as available to
reduce its net exposure; and
• making such other adjustments (if any) as the auditors of the Company consider
appropriate.
118.3 The determination of the Company’s auditors as to the amount of the Adjusted Total of
Capital and Reserves and the total amount of Borrowings at any time shall be conclusive
and binding on all concerned and for the purposes of their computation the Company’s
- 49 -

auditors may at their discretion make such further or other adjustments (if any) or
determinations as they think fit. Nevertheless the directors may act in reliance on a bona
fide estimate of the amount of the Adjusted Total of Capital and Reserves and the total
amount of Borrowings at any time and if in consequence the borrowing limit is
inadvertently exceeded an amount of borrowings equal to the excess may be disregarded
until the expiration of three months after the date on which by reason of a determination of
the Company’s auditors or otherwise the directors became aware that such a situation has
or may have arisen.
118.4 No lender or other person dealing with the Group need be concerned whether the
borrowing limit is observed. No debt incurred or security given in breach of the borrowing
limit will be invalid or ineffective unless the lender or the recipient of the security had
express notice at the time when the debt was incurred or security given, that the limit had
been or would as a result be breached.
119 Alternate directors
ALTERNATE DIRECTORS
119.1 Any director may appoint any person (including another director) to act in his place (such
person is called an alternate director). Such appointment requires the approval of the
directors, unless the proposed alternate director is another director. A director appoints an
alternate director by delivering an appointment notice signed or authenticated in
accordance with Article 147 by him (or in any other manner which has been approved by
the directors) to the Registered Office. An alternate director need not be a shareholder.
119.2 The appointment of an alternate director ends if the director appointing him ceases to be
a director, unless that director retires at a General Meeting at which he is re-elected under
Article 93.1. A director can also remove his alternate by delivering a notice signed or
authenticated in accordance with Article 147 by him (or doing something else which has
been approved by the directors) delivered to the Registered Office. An alternate director
can also be removed as an alternate by a resolution of the directors.
119.3 An alternate director is entitled to receive notices of directors’ meetings once he has
given the Company an address to which notices may be served on him. He is entitled to
attend and vote as a director at any such meeting at which the director appointing him is
not personally present and generally at such meeting to perform all functions of the director
appointing him as a director. If he is himself a director or attends any such meeting as an
alternate for more than one director, he will have one vote for each director for whom he
acts as an alternate, in addition to his own vote as a director. However, he may not be
counted more than once for the purposes of the quorum. If his appointor is temporarily
unable to act through ill health or disability his signature of or authentication of any
resolution in writing of the directors is as effective as the signature or authentication of his
appointor.
119.4 If the directors decide to allow this, Article 119.3 also applies in a similar fashion to any
meeting of a committee of which his appointor is a member.
119.5 An alternate director shall be an officer of the Company and shall alone be responsible to
the Company for his own actions and mistakes. Except as said in this Article 119, an
alternate director:
- 50 -

• does not have power to act as a director;
• is not considered to be a director for the purposes of the Articles;
• is not considered to be the agent of his appointor; and
• cannot appoint an alternate director.
119.6 Subject to the Companies Acts, an alternate director is entitled to contract and be
interested in and benefit from contracts or arrangements or transactions and to be repaid
expenses and to be indemnified to the same extent as if he were a director. However, he is
not entitled to receive from the Company as alternate director any pay, except only such
part (if any) of the pay otherwise payable to his appointor as such appointor may direct the
Company in writing to pay to his alternate.
THE SECRETARY
120 The Secretary and Deputy and Assistant Secretaries
120.1 The Secretary is appointed by the directors. The directors decide on the terms and period
of his appointment so long as allowed to do so by the Companies Acts. The directors can
also remove the Secretary, but this does not affect any claim for damages against the
Company for breach of any contract between him and the Company.
120.2 The directors can also appoint one or more people to be deputy or assistant secretary.
Anything which the Companies Acts allow to be done by or to the Secretary can, if there
is no Secretary, or he is for any reason not capable of doing what is required of him, also
be done by or to any deputy or assistant secretary. If there is no deputy or assistant
secretary capable of acting, the directors can appoint any officer to do what would be
required of the deputy or assistant secretary.
120.3 Anything which the Companies Acts allow to be done by or to a director and the
Secretary, cannot be done by or to one person acting as both a director and a Secretary.
121 The Seal
THE SEAL
121.1 The directors are responsible for arranging for the Common Seal and any Securities Seal
to be kept safely. The Common Seal and any Securities Seal can only be used with the
authority of the directors or of a committee authorised by the directors to use it. The
Securities Seal can be used only for sealing securities issued by the Company in
certificated form and sealing documents creating or evidencing securities issued by the
Company.
121.2 Subject to the provisions of these Articles which relate to share certificates, every
document which is sealed using the Common Seal must be signed personally by:
• one director and the Secretary; or
• two directors; or
- 51 -

• any other persons who are authorised to do so by the directors.
121.3 Where a signature is required to witness the Common Seal, the directors may decide that
the individual need not sign the document personally but that his signature may be printed
on it mechanically, electronically or in any other way the directors approve.
121.4 Securities and documents which have the Securities Seal stamped on them do not need
to be signed unless the directors or the Companies Acts require this.
121.5 The directors can use all the powers given by the Companies Acts relating to official seals
for use abroad.
121.6 Certificates for debentures or other securities of the Company may be printed in any way
and may be sealed and/or signed for in any manner allowed by these Articles.
121.7 As long as it is allowed by the Companies Acts, any document signed by one director and
the Secretary or by two directors and expressed to be entered into by the Company shall
have the same effect as if it had been made effective by using the Common Seal.
However no document which states that it is intended to have effect as a deed shall be
signed in this way without the authority of the directors or of a committee authorised by the
directors to give such authority.
AUTHENTICATING DOCUMENTS
122 Establishing that documents are genuine
122.1 Any director, or the Secretary, has power to identify as genuine any of the following and to
certify copies or extracts from them as true copies or extracts:
• any documents relating to the Company’s constitution;
• any resolutions passed by the shareholders or any class of shareholders, or by
the directors or by a committee of the directors; and
• any books, documents, records or accounts which relate to the Company’s
business.
The directors can also delegate this power to other people.
122.2 When any books, documents, records or accounts are not kept at the Registered Office,
the officer of the Company who has custody of them is treated as a person who has been
authorised by the directors to identify them as genuine and to provide certified copies or
extracts from them.
122.3 A document which appears to be a copy of a resolution or an extract from the minutes of
any meeting, and which is certified as a copy or extract as described in Article 122.1 or
122.2 is conclusive evidence for anyone who deals with the Company on the strength of
the document that:
• the resolution has been properly passed; or
• the extract is a true and accurate record of the proceedings of a valid meeting.
- 52 -

123 Setting up reserves
RESERVES
The directors can, before recommending any dividend, set aside any profits of the
Company and hold them in a reserve. The directors can decide to use these sums for any
purpose for which the profits of the Company can lawfully be used. Sums held in a reserve
can either be employed in the business of the Company or be invested. The directors can
divide the reserve into separate funds for particular purposes and alter the funds into which
the reserve is divided. The directors can also carry forward any profits without holding
them in a reserve.
DIVIDENDS
124 No dividends are payable except out of profits
124.1 No dividend can be paid otherwise than out of profits available for distribution under the
Companies Acts.
124.2 The profits of the Company which are determined to be distributed will be used in the
payment of dividends to shareholders in accordance with their respective rights and
priorities.
125 Final dividends
The directors may recommend the amount of any final dividend. The shareholders can
then declare dividends by passing an ordinary resolution, but the amount declared cannot
exceed the amount recommended by the directors.
126 Fixed and interim dividends
126.1 If the directors consider that the profits of the Company justify such payments, they can
pay:
• fixed dividends on any class of shares carrying a fixed dividend on the dates fixed
for the payment of those dividends; and
• interim dividends on shares of any class of any amounts and on any dates and for
any period which they decide.
126.2 If the directors act in good faith, they are not liable to any shareholders for any loss they
may suffer because a lawful dividend has been paid under this Article on other shares
which rank equally with or behind their shares.
127 Dividends not in cash
If the directors recommend this, shareholders can pass an ordinary resolution to direct all
or part of a dividend to be paid by distributing specific assets (and in particular paid-up
shares or debentures of any other company) rather than cash. The directors must give
- 53 -

effect to that resolution. Where any difficulty arises on the distribution and valuation of the
assets, the directors can settle it as they decide. In particular, they can:
• issue fractional certificates;
• value assets for distribution purposes;
• pay cash of a similar value to adjust the rights of persons entitled to the dividend;
and/or
• transfer any assets to trustees for persons entitled to the dividend.
128 Calculation and currency of dividends
128.1 All dividends will be divided and paid in proportions based on the amounts which have
been paid-up on the shares during any period for which the dividend is paid. Sums which
have been paid-up in advance of calls do not count in calculating the amount of a dividend
to be paid on a share. If the terms on which any share is issued provide that such share
will be entitled to a dividend as if it were a fully paid-up, or partly paid-up, share from a
particular date (in the past or the future), it will be entitled to a dividend on this basis. This
Article applies unless the rights attached to any shares, or the terms of any shares,
provide otherwise.
128.2 Unless the rights attached to any shares, or the terms of any shares, or the Articles
provide otherwise, a dividend, or any other money payable in respect of any share, can be
paid to a shareholder in whatever currency the directors decide, using an appropriate
exchange rate selected by the directors for any currency conversions which are required.
128.3 The directors can decide that a particular Approved Depositary should be able to receive
dividends in a currency other than the currency in which it is declared and can make
arrangements accordingly. In particular, if an Approved Depositary has chosen or agreed
to receive dividends in another currency, the directors can make arrangements with the
Approved Depositary for payment to be made to the Approved Depositary for value on
the date on which the relevant dividend is paid, or a later date decided on by the directors.
129 Deducting amounts owing from dividends and other money
If a shareholder owes any money for calls on shares, or money relating in any other way
to shares, the directors can deduct any of this money (as long as it is immediately
payable) from:
• any dividend on any shares held by the shareholder; or
• any other money payable by the Company in connection with the shares.
Money deducted in this way can be used to pay amounts owed to the Company in
connection with the shares.
130 Payments to shareholders
130.1 Any dividend or other money payable in cash (whether in sterling or foreign currency)
relating to a share can be paid:
- 54 -

• by cheque or warrant or any other similar financial instrument made payable to the
shareholder who is entitled to it and sent direct to his registered address or, in the
case of joint shareholders, to the shareholder who is first named in the Register
and sent direct to his registered address, or to someone else named in an
instruction in writing from the shareholder (or from all joint shareholders);
• in the case of shares in uncertificated form, by the use of a relevant system;
• by inter-bank transfer, electronic form, electronic means or by means of a
website to an account named in an instruction in writing from the person receiving
the payment; and/or
• in some other way agreed between the shareholder (or all joint shareholders)
and the Company.
130.2 For joint shareholders, the Company can rely on a receipt for a dividend or other money
paid on shares from any one of them.
130.3 Cheques and warrants are sent, and payment in any other way is made, at the risk of the
people who are entitled to the money. The Company is treated as having paid a dividend if
such a cheque or warrant is cleared or if a payment using a relevant system, bank
transfer, electronic form, electronic means or by means of a website is made in
accordance with instructions given by the Company. The Company will not be responsible
for a payment which is lost or delayed.
130.4 The Company will not pay interest on any dividend or other money due to a shareholder
in respect of his shares, unless the rights of the shares provide otherwise.
131 Record dates for payments and other matters
Any dividend or distribution on shares of any class can be paid to the holder or holders of
the shares shown on the Register, at the close of business on whatever day may be
provided in the resolution declaring the dividend or providing for the distribution. The
dividend or distribution will be based on the number of shares registered on that day. This
Article applies whether what is being done is the result of a resolution of the directors or a
resolution passed at a General Meeting. The date can be before any relevant resolution
was passed. This Article does not affect the rights to the dividend or distribution as
between past and present shareholders.
132 Dividends which are not claimed
132.1 If a dividend has not been claimed for one year after the passing of either the resolution
passed at a General Meeting declaring that dividend or the resolution of the directors
providing for payment of that dividend, the directors may invest the dividend or use it in
some other way for the benefit of the Company until the dividend is claimed. If the
directors pay unclaimed dividends into a separate account, the Company will not be a
trustee of the money and will not be liable to pay any interest on it. If a dividend has not
been claimed for 12 years after either the passing of the relevant resolution either
declaring that dividend or providing for payment of that dividend, it will be forfeited and
belong to the Company again.
- 55 -

132.2 The Company can stop paying dividends by cheque, warrant or other payment order if
cheques, warrants or other payment orders for two dividends in a row are sent back or not
cashed. The Company must start paying dividends in this way again if the shareholder or
a person automatically entitled to the shares by law:
• claims those dividends in writing (before they are forfeited under Article 132.1); and
• does not tell the Company to start paying future dividends in some other way.
133 Waiver of dividends
Where a shareholder wants to waive his entitlement to all or any part of a dividend, he
may do so by delivering a notice in writing to that effect, signed or authenticated in
accordance with Article 147 by him, to the Company. If appropriate, the notice in writing
may be signed or authenticated in accordance with Article 147 by whoever has become
automatically entitled to the shares by law. For the waiver to be effective, the Company
must accept the notice in writing and act on it. The Company may, however, decline to act
on the notice in writing and continue to pay dividends to the shareholder accordingly.
134 Capitalising reserves
CAPITALISING RESERVES
134.1 Subject to any special rights attaching to any class of shares, the shareholders can pass
an ordinary resolution to allow the directors to change into capital any sum which:
• is part of any of the Company’s reserves (including premiums received when any
shares were issued, capital redemption reserves or other undistributable
reserves); or
• the Company is holding as undistributed profits.
134.2 Unless the ordinary resolution states otherwise the directors will use the sum which is
changed into capital for the Ordinary Shareholders on the Register at the close of
business on the day the resolution is passed (or another date stated in the resolution or
fixed as stated in the resolution). The sum set aside must be used to pay up in full shares
of the Company and to allot such shares and distribute them to holders of Ordinary
Shares as bonus shares in proportion to their holdings of Ordinary Shares at the time.
The shares can be Ordinary Shares or, if the rights of other existing shares allow this,
shares of some other class.
134.3 If any difficulty arises in operating this Article, the directors can resolve it in any way which
they decide. For example they can deal with entitlements to fractions of a share. They can
decide that the benefit of fractions of a share belongs to the Company or that fractions of
a share are ignored or deal with fractions of a share in some other way.
134.4 The directors can appoint any person to sign any contract with the Company on behalf of
those who are entitled to shares under the resolution. Such a contract is binding on all
concerned.
- 56 -

SCRIP DIVIDENDS
135 Ordinary Shareholders can be offered the right to receive extra shares
instead of cash dividends
135.1 The directors can offer Ordinary Shareholders the right to choose to receive extra
Ordinary Shares, which are credited as fully paid-up, instead of some or all of their cash
dividend. Before they can do this, the shareholders must have passed an ordinary
resolution authorising the directors to make this offer.
135.2 The ordinary resolution can apply to a particular dividend or dividends (whether declared or
not). Alternatively, it can apply to some or all of the dividends which may be declared or
paid in a specified period. The specified period must end no later than five years after the
ordinary resolution is passed.
135.3 The directors can offer Ordinary Shareholders or persons automatically entitled by
operation of law the right to request new Ordinary Shares instead of cash for:
• the next dividend; or
• all future dividends (if shares are made available as an alternative to a cash
dividend), until they tell the Company that they no longer wish to receive new
Ordinary Shares.
The directors can also allow Ordinary Shareholders to choose between these
alternatives.
135.4 An Ordinary Shareholder opting for new shares is entitled to Ordinary Shares whose
total relevant value is as near as possible to the cash dividend (disregarding any tax
credit) he would have received, but no greater than such cash dividend.
135.5 The relevant value of an Ordinary Share is a value calculated in the manner set out in
the ordinary resolution or, if the ordinary resolution does not set out how the relevant
value of an Ordinary Share is to be calculated, then the relevant value of an Ordinary
Share is the average value of the Ordinary Shares for the five dealing days starting from,
and including, the day when the shares are first quoted “ex dividend ”. This average value
is worked out from the average middle market quotations for the Ordinary Shares on the
London Stock Exchange, as published in its Daily Official List. A certificate or report from
the Company’s auditors as to the amount of the relevant value will be conclusive
evidence of that amount.
135.6 After the directors have decided to apply this Article to a dividend, they must notify eligible
Ordinary Shareholders in writing of their right to choose new Ordinary Shares. This
notice should also set out the procedure by which the Ordinary Shareholders must notify
the Company if they wish to receive new Ordinary Shares. Where Ordinary
Shareholders have already chosen to receive new Ordinary Shares in place of all cash
future dividends, if new Ordinary Shares are available, the Company will not notify them
of a right to receive new Ordinary Shares. Instead, the Company will remind them that
they have already chosen to receive new Ordinary Shares and explain to them how to tell
the Company if they wish to start receiving cash dividends again.
135.7 The directors can set a minimum number of Ordinary Shares in respect of which the right
to choose new Ordinary Shares can be exercised. No Ordinary Shareholder or person
- 57 -

who is automatically entitled to an Ordinary Share by law will receive a fraction of a
share. The directors can decide how to deal with any fractions left over and the Company
can, if the directors decide, receive the benefit of any or all of these.
135.8 The directors can exclude or restrict the right to choose new Ordinary Shares, or make
any other arrangements where they decide that:
• this is necessary or convenient to deal with any legal or practical problems in
relation to holders of Ordinary Shares with registered addresses in any particular
territory under the laws of any territory, or requirements of any recognised
regulatory body or stock exchange in any territory; or
• special formalities would otherwise apply in connection with the offer of new
Ordinary Shares (including Ordinary Shares being represented by American
Depositary Shares); or
• it would be impractical or unduly onerous to give the right to any Ordinary
Shareholder or that for some other reason the offer should not be made to them.
135.9 The directors can exclude or restrict the right to choose new Ordinary Shares in the case
of any shareholder who is an Approved Depositary or a nominee for an Approved
Depositary. They can do this if the offer or exercise of the right to or by the people on
whose behalf the Approved Depositary holds the shares would suffer from legal or
practical problems of the kind mentioned in Article 135.8. If other Ordinary Shareholders
(other than those excluded under Article 135.8) have the right to choose new Ordinary
Shares, the directors must be satisfied that an appropriate dividend reinvestment plan or
similar arrangement is available to a substantial majority of the people on whose behalf the
Approved Depositary holds shares or that such arrangements will be available promptly.
The first sentence of this Article 135.9 does not apply until the directors are satisfied of this.
135.10 If an Ordinary Shareholder chooses to receive new Ordinary Shares, no dividend on the
Ordinary Shares for which he has chosen to receive new Ordinary Shares (which are
called the elected shares), will be declared or payable. Instead, new Ordinary Shares will
be allotted on the basis set out earlier in this Article. To do this the directors will convert into
capital a sum equal to the total nominal value of the new Ordinary Shares to be allotted.
They will use this sum to pay up in full the appropriate number of new Ordinary Shares.
These will then be allotted and distributed to the holders of the elected shares as set out
above. The sum to be converted into capital can be taken from any amount which is then in
any reserve or fund (including the share premium account, any capital redemption reserve
and the profit and loss account). Article 134 applies to this process, so far as it is
consistent with this Article 135.
135.11 The new Ordinary Shares rank equally in all respects with the existing fully paid-up
Ordinary Shares at the time the new Ordinary Shares are allotted. The new Ordinary
Shares are not entitled to share in the dividend from which they arose or any other
dividend or distribution or other entitlement which has been declared, made or paid or is
payable by reference to such record date or earlier record date.
135.12 Unless the directors decide otherwise or the CREST Regulations or the rules of a
relevant system require otherwise, any new Ordinary Shares which an Ordinary
Shareholder has chosen to receive instead of some or all of his cash dividend will be:
• shares in uncertificated form if the corresponding elected shares were
uncertificated shares on the record date for that dividend; and
- 58 -

• shares in certificated form if the corresponding elected shares were shares in
certificated form on the record date for that dividend.
135.13 The directors can decide that new Ordinary Shares will not be available in place of any
cash dividend. They can decide this at any time before new Ordinary Shares are allotted
in place of such dividend, whether before or after Ordinary Shareholders have chosen to
receive new Ordinary Shares.
135.14 The directors have the power to do all acts and things they consider necessary to give
effect to this Article.
136 Accounting and other records
ACCOUNTS
136.1 The directors must make sure that proper accounting records that comply with the
Companies Acts are kept. These records must explain the Company’s transactions and
show its financial position at any time with reasonable accuracy.
136.2 The directors must, in accordance with the Companies Acts, ensure that the profit and
loss accounts, balance sheets, group accounts (if any) and reports specified in the
Companies Acts are prepared and laid before the Company at a General Meeting.
136.3 The auditors’ report must be laid before the Company in General Meeting and must be
open for inspection as required by the Companies Acts.
137 Location and inspection of records
137.1 The accounting records must be kept:
• at the Registered Office; or
• at any other place which the Companies Acts allow and the directors decide on.
137.2 The Company’s officers always have the right to inspect the accounting records.
137.3 No shareholder (other than a shareholder who is also an officer) has any right to inspect
any books or papers of the Company unless:
• the Companies Acts or a proper court order give him that right; or
• the directors authorise him to do so; or
• he is authorised by an ordinary resolution to do so.
138 Sending copies of accounts and other documents
138.1 This Article applies to every directors’ and auditors’ report and balance sheet and profit and
loss account to be laid before the shareholders at a General Meeting with any other
document which the Companies Acts requires to be attached to these.
138.2 Copies of the documents set out in Article 138.1 must be delivered or sent to the
shareholders and debenture holders at their registered addresses and to all other people
to whom the Articles, or the Companies Acts or the requirements of the UK Listing
- 59 -

Authority or the London Stock Exchange (or of any other stock exchange on which all or
any of the shares of the Company have been admitted for listing) require the Company to
send them. This must be done at least 21 days before the relevant General Meeting.
However, the Company need not send these documents to shareholders who are sent
summary financial statements in accordance with the Companies Acts.
138.3 Shareholders or debenture holders who are not sent copies of the above documents in
Article 138.2 can receive a copy free of charge by applying to the Company at the
Registered Office.
139 Actions of auditors
AUDITORS
The directors must appoint auditors for the Company. The duties of the auditors will be
regulated in accordance with the Companies Acts. So far as the Companies Acts allow,
the actions of a person acting as an auditor are valid in favour of anyone dealing with the
Company in good faith, even if there was some defect in the person’s appointment or
qualification to act as an auditor.
140 Auditors at General Meetings
The Company’s auditor can attend any General Meeting. He can speak at General
Meetings on any business which is relevant to him as auditor.
COMMUNICATIONS WITH SHAREHOLDERS
141 Serving and delivering notices and other documents
141.1 To the extent permitted and unless required otherwise by the Companies Acts, any other
Act applying to the Company or these Articles, the Company can send, serve, supply or
deliver any offer, notice, information or any other document, including a share certificate,
on or to a shareholder:
• personally;
• by posting it in a letter (with postage paid) to the shareholder’s registered address
or by causing it to be left at that address in some other way; or
• by electronic means and/or by making such offers, notices, information or
documents available on a website.
141.2 The Company Communication Provisions have effect for the purposes of any provisions
of the Companies Acts or these Articles that authorise or requires offers, notices,
information or any other documents to be sent, served, supplied or delivered by or to the
Company.
141.3 Articles 141 to 147 do not affect any provision of the Companies Acts requiring offers,
notices, information or documents to be sent, served, supplied or delivered in a particular
way.
- 60 -

142 Notices to joint holders
142.1 Anything which needs to be agreed or specified by the joint holders of a share shall for all
purposes be taken to be agreed or specified by all the joint holders where it has been
agreed or specified by the joint holder whose name stands first in the Register in respect
of the share.
142.2 Any offer, notice, information or any other document which is authorised or required to be
sent or supplied to joint holders of a share may be sent or supplied to the joint holder
whose name stands first in the Register in respect of the share, to the exclusion of the
other joint holders. For such purpose, a joint holder having no registered address in the
United Kingdom and not having supplied an address within the United Kingdom for the
service of notices may, subject to any Act applying to the Company, be disregarded.
142.3 The provisions of this Article shall have effect, subject to the Companies Acts, in place of
the Company Communications Provisions regarding notices to joint holders.
143 Notices for shareholders with foreign addresses
Subject to the Companies Acts and any other Act applying to the Company, the
Company shall not be required to send offers, notices, information or any other documents
to a shareholder who (having no registered address within the United Kingdom) has not
supplied to the Company a postal address within the United Kingdom for the service of
notices.
144 When notices are served
144.1 If an offer, notice, information or any other document is delivered or served by hand, it is
treated as being delivered or served at the time it is handed to the shareholder or left at
his registered address.
144.2 If an offer, notice, information or any other document (including a share certificate) is sent
or supplied by the Company in hard copy form, or in electronic form, but to be delivered
other than by electronic means, and which is sent by pre-paid post and properly addressed
shall be deemed to have been received by the intended recipient at the expiration of 24
hours after the time it was posted, and in proving such receipt it shall be sufficient to show
that such offer, notice, information or other document was properly addressed, pre-paid
and posted.
144.3 If an offer, notice, information or any other document is sent or supplied by the Company
by electronic means it shall be deemed to have been received by the intended recipient 2
hours after it was transmitted, and in proving such receipt it shall be sufficient to show that
such offer, notice, information or other document was properly addressed.
144.4 If an offer, notice, information or any other document is sent or supplied by the Company
by means of a website it shall be deemed to have been received when the material was
first made available on the website or, if later, when the recipient received (or is deemed to
have received) notice of the fact that the material was available on the website.
144.5 This Article shall have effect, subject to any mandatory provision of the Companies Acts
and any other Act applying to the Company, in place of the Company Communications
- 61 -

Provisions relating to when offers, notices, information or any other documents are
deemed delivered.
145 Serving notices and documents on shareholders who have died or are
bankrupt
145.1 A person who claims to be entitled to a share in consequence of the death or bankruptcy of
a shareholder or otherwise by operation of law shall supply to the Company:
• such evidence as the Directors may reasonably require to show his title to the
share; and
• an address within the United Kingdom for the service of notices,
whereupon he shall be entitled to have served upon or delivered to him at such address
any offer, notice, information or any other document to which the said shareholder would
have been entitled, and such service or delivery shall for all purposes be deemed a
sufficient service or delivery of such offer, notice, information or any other document on all
persons interested (whether jointly with or claiming through or under him) in the share.
145.2 Save as provided by paragraph 145.1, any offer, notice, information or any other document
delivered or sent to the address of any shareholder in pursuance of these Articles shall,
notwithstanding that such shareholder be then dead or bankrupt or in liquidation, and
whether or not the Company has notice of his death or bankruptcy or liquidation, be
deemed to have been duly delivered or sent in respect of any share registered in the name
of such shareholder as sole or first-named joint holder.
145.3 The provisions of this Article shall have effect in place of the Company Communications
Provisions regarding the death or bankruptcy of a holder of shares in the Company.
146 If documents are accidentally not sent or the postal services are suspended
146.1 The accidental failure to send, or the non-receipt by any person entitled to any offer, notice,
information or any other document relating to any meeting or other proceeding shall not
invalidate the meeting or other proceeding.
146.2 If at any time by reason of the suspension or curtailment of postal services within the
United Kingdom the Company is unable to give notice by post in hard copy form of a
shareholders’ meeting, such notice shall be deemed to have been given to all
shareholders entitled to receive such notice in hard copy form if such notice is advertised
in at least one national newspaper and such notice shall be deemed to have been given on
the day when the advertisement appears. In any such case, the Company shall (i) make
such notice available on its website from the date of such advertisement until the
conclusion of the meeting or any adjournment thereof and (ii) send confirmatory copies of
the notice by post to such shareholders if at least seven days prior to the meeting the
posting of notices again becomes practicable.
147 Signature or authentication of documents
147.1 Where these Articles require an offer, notice, information or any other document to be
signed or authenticated by a shareholder or any other person then any such offer, notice
or other document sent or supplied in electronic form or by means of a website shall be
- 62 -

sufficiently authenticated in any manner authorised by the Company Communications
Provisions or in such other manner approved by the Directors.
147.2 The Directors may determine procedures for validating offers, notices, information or any
other documents sent or supplied in electronic form or by means of a website, and any
offer, notice, information or any other document, not validated in accordance with such
procedures shall be deemed not to have been received by the Company.
148 Minutes
MINUTES AND RECORDS
148.1 The directors must ensure that minutes are entered in books kept for the purpose of:
• all appointments of officers made by the directors;
• the names of the directors present at each directors’ meeting and of any committee
of the directors;
• all resolutions and proceedings at all General Meetings of the Company, the
holders of any class of shares in the Company, the directors and any committees
of the directors;
and every director present at any directors’ meeting or committee meeting must sign his
name in a book to be kept for that purpose.
148.2 If any such minute purports to be signed or authenticated by the chairman of the meeting
at which the proceedings took place or by the chairman of the next succeeding meeting
this shall be conclusive evidence of the proceedings.
149 Availability of records for inspection and notifying the Registrar of
Companies
149.1 The Company must keep and make available for inspection as required by the
Companies Acts:
• a register of the directors and Secretary which must include all information
required by the Companies Acts (and from time to time the Company must notify
the registrar of companies of changes to the register and the date of the change in
the manner required by the Companies Acts);
• copies and memoranda of directors’ service contracts with the Company and any
of its subsidiaries;
• a register of directors’ interests in shares or debentures of the Company or any
other body corporate, being the Company’s subsidiary or holding company or a
subsidiary of the Company’s holding company. This register must be produced
and remain open at each Annual General Meeting; and
• a register for recording information relating to interests in the share capital of the
Company.
- 63 -

149.2 The directors must ensure that a register is kept in accordance with the Companies Acts
of all charges specifically affecting property of the Company and of all floating charges
relating to assets or property of the Company, and the directors must comply with the
Companies Acts in relation to registration of charges.
150 Directors’ power to petition
WINDING UP
The directors can present a petition to the Court in the name and on behalf of the
Company for the Company to be wound up.
151 Distribution of assets in kind
If the Company is wound up (whether the liquidation is voluntary, under supervision of the
Court, or by the Court) the liquidator can, with the authority of an extraordinary resolution
passed by the shareholders and any other sanction required by the Companies Acts,
divide among the shareholders the whole or any part of the assets of the Company. This
applies whether the assets consist of property of one kind or different kinds. For this
purpose, the liquidator can place whatever value he considers fair upon any property and
decide how the division is carried out as between shareholders or different classes of
shareholders. The liquidator can also, with the authority of an extraordinary resolution
passed by the shareholders and any other sanction required by the Companies Acts,
transfer any part of the assets to trustees upon any trusts for the benefit of shareholders
which the liquidator decides. However no past or present shareholder can be compelled
to accept any shares or other securities under this Article which carry a liability.
152 Destroying documents
152.1 The Company can destroy all:
DESTROYING DOCUMENTS
• forms of transfer of shares, and documents sent to support a transfer, and any
other documents which were the basis for making an entry on the Register, after
six years from the date of registration;
• dividend payment instructions and notifications of a change of address or name,
after two years from the date these were registered; and
• cancelled share certificates, one year after the date they were cancelled.
152.2 A document destroyed in accordance with Article 152.1 is conclusively treated as having
been a valid and effective document in accordance with the Company’s records relating to
the document. Any action of the Company in dealing with the document in accordance
with its terms before it was destroyed is conclusively treated as properly taken.
152.3 Articles 152.1 and 152.2 only apply to documents which are destroyed in good faith and if
the Company has not been informed that keeping the documents is relevant to any claim.
- 64 -

152.4 For documents relating to shares in uncertificated form, the Company must also comply
with any rules (as defined in the CREST Regulations) which limit its ability to destroy
these documents.
152.5 This Article does not make the Company liable if it:
• destroys a document earlier than referred to in Article 152.1; or
• would not be liable if this Article did not exist.
152.6 This Article applies whether a document is destroyed or disposed of in any other manner.
153 Indemnity
INDEMNITY AND INSURANCE
153.1 So far as the Companies Acts allow, every director, Secretary or other officer of the
Company shall be indemnified by the Company out of its own funds against all costs,
charges, losses, expenses and liabilities incurred by him:
• in performing or omitting to perform his duties; and/or
• in exercising or omitting to exercise his powers; and/or
• in purporting to do any of these things; and/or
• otherwise in relation to or in connection with his duties, powers or office.
153.2 So far as the Companies Acts allow, the Secretary and other officers of the Company are
exempted from any liability to the Company where that liability would be covered by the
indemnity in Article 153.1.
153.3 So far as the Companies Acts allow, the Company or any of its subsidiary undertakings
may: (i) provide a director with funds to meet expenditure incurred or to be incurred by him
in defending any civil or criminal proceedings, or in connection with any application under
the provisions of the Companies Act 1985 referred to in Section 337A(2) of the
Companies Act 1985; and (ii) do anything to enable a director to avoid incurring such
expenditure, but so that the terms set out in Section 337A(4) of the Companies Act 1985
shall apply to any such provision of funds or other things done.
154 Insurance
154.1 For the purpose of this Article each of the following is a Relevant Company:
• the Company;
• any holding company of the Company;
• any company in which the Company or its holding company or any of the
predecessors of the Company or of its holding company has or had any interest,
whether direct or indirect; and
• any company which is in any way allied to or associated with the Company, or
any subsidiary undertaking of the Company or such other company.
- 65 -

154.2 Without limiting Article 153 in any way, the directors can arrange for the Company to
purchase and maintain insurance for or for the benefit of any persons who are or were at
any time:
• directors, officers or employees of any Relevant Company; or
• trustees of any pension fund or employees’ share scheme in which employees of
any Relevant Company are interested.
This includes, for example, insurance against any liability incurred by them for any act or
omission:
• in performing or omitting to perform their duties; and/or
• in exercising or omitting to exercise their powers; and/or
• in claiming to do any of these things; and/or
• otherwise in relation to their duties, powers or offices.
155 Issue of Share Warrants
SHARE WARRANTS
155.1 The Company can issue Share Warrants which state that the bearer of the Share
Warrant (“Bearer”) is entitled to the shares specified in the Share Warrant. The
Company can only do this in a way which is allowed under the Companies Acts and in
Articles 155 to 162. Share Warrants can provide for the payment of future dividends and
other distributions relating to the shares. Payment can be made by exchanging coupons
which can be attached to the Share Warrants, or in any other way which the directors
determine.
155.2 The Bearer of a Share Warrant is entitled to the number of shares which are specified in
it. These shares can be transferred by one person delivering the Share Warrant to
another.
155.3 Subject to Article 155.2, the provisions of the Articles relating to share certificates and
transferring shares do not apply to Share Warrants.
155.4 Each Share Warrant must be issued under the Seal.
155.5 The directors can decide on the language and form of, and the number of shares
represented by, each Share Warrant.
156 Directors can accept a certificate instead of a Share Warrant
156.1 The directors can accept a certificate from the persons referred to in Article 156.2 stating
that they hold Share Warrants on behalf of someone named in the certificate as proof of
matters set out in such certificate. The certificate will be in such form as the directors
decide (including details of the number of shares to which the Share Warrant relates).
156.2 The only people who may deliver a certificate to the Company are the ADR Depositary or
any bank or agent which has been appointed by the Company. For the purposes of
- 66 -

Articles 155 to 161, the Company can treat the deposit of the certificate as though the
Share Warrant itself had been deposited at the Transfer Office.
156.3 As long as the certificate is in a form agreed by the directors, the Company does not need
to make any further enquiry into the accuracy of the information contained in the certificate.
157 Requesting a Share Warrant
157.1 A Share Warrant will only be issued if a shareholder requests in writing that a Share
Warrant is issued for some or all of the shares which are registered in his name.
157.2 The request must be addressed to the directors at the Transfer Office. The directors can
specify the form of the request, and can require that evidence is sent with the request to
prove the identity of the person making the request and his right to the shares. The
directors do not have to agree to this request.
157.3 Where a shareholder requests that Share Warrants are issued in relation to shares
registered in his name, and there are share certificates in respect of those shares, a
Share Warrant will only be issued once the share certificates have been delivered to the
Transfer Office for cancellation.
157.4 A person who requests a Share Warrant (including a person requesting a Share Warrant
in the circumstances described in Article 158) is responsible (and will re-imburse the
Company) for all and any stamp duties, stamp duty reserve tax, bearer instrument duty,
taxes, charges, fees, interest and penalties payable in connection with the issue of the
Share Warrants. This Article 157.4 applies unless the person requesting the Share
Warrant agrees otherwise with the Company.
158 Replacing Share Warrants
158.1 If a Share Warrant is damaged or defaced, the Bearer can request a new one, once he
returns the damaged or defaced Share Warrant to the directors at the Transfer Office.
Once any payments of the types described in Article 157.4 are made (if any), a new Share
Warrant will be issued.
158.2 If a Share Warrant is said to have been lost, stolen or destroyed, the directors can issue a
replacement (although they do not have to do so). The directors can require satisfactory
evidence of the loss, theft or destruction, an indemnity, the payment of any exceptional out
of pocket expenses, and payments of the types described in Article 157.4 before issuing a
replacement.
158.3 The Bearer can ask the directors to cancel his existing Share Warrant and replace it with
two (or more) Share Warrants which together represent the same number of shares
which the original single Share Warrant represented. The directors do not have to comply
with this request. If they do, the Bearer will have to surrender his original Share Warrant
and can be required by the directors to make any payments of the types described in
Article 157.4 before the new Share Warrants are issued.
159 Rights of the Bearer
159.1 The Bearer (or a person who has deposited his Share Warrant in accordance with Article
159.2 or if the directors so decide, Article 156.2) shall be entitled to the same rights and be
- 67 -

subject to the same obligations as those to which he would be entitled or subject if he were
the registered holder of the shares to which the Share Warrant relates. This is subject to
the provisions of Articles 155 to 162.
159.2 Where a Bearer deposits his Share Warrant, together with a declaration in writing giving
his name and address, at the Transfer Office (or some other place specified by the
directors) he has certain rights at any General Meeting provided that such Share Warrant
is deposited at least 48 hours in advance of such meeting. For as long as the Share
Warrant remains so deposited, the person who deposited it will have the following rights
as if he were the registered holder from the time of deposit of the shares specified in the
Share Warrant at a General Meeting:
• the right to sign a form requiring a General Meeting;
• the right to give notice of his intention to submit a resolution at a General Meeting;
• the right to attend, speak and vote, appoint a proxy and exercise the other rights of
a shareholder at a General Meeting.
159.3 Any Share Warrant which is deposited in accordance with Article 159.2 must remain
deposited until the end of the General Meeting at which the person who deposited the
Share Warrant desires to attend or be represented.
159.4 If a person presents a Share Warrant at the Transfer Office, the Company is entitled to
assume that this person is the owner of the Share Warrant. The Company can pay
dividends or moneys relating to the shares specified in the Share Warrant which are due
to this person either to such person or to an account specified by him. If the Company
does this, it shall have performed its obligation to pay that dividend or those moneys.
160 Bearers of Share Warrants participating in securities offers
160.1 In the case of a securities offer, there is no need to contact any Bearer individually.
Instead, all the Company need do is advertise the details of the securities offer in a
leading United Kingdom national daily newspaper (and any other newspapers the
directors decide on).
160.2 If, following the publication of the advertisement referred to above, the Bearer deposits the
Share Warrant (or, if appropriate, the coupon attached to the Share Warrant) at the
Transfer Office (or some other place mentioned in the advertisement), within the time limit
set out in the securities offer, he shall have the same right to participate in the securities
offer as if he were the registered holder of the shares specified in the Share Warrant.
160.3 For the purposes of this Article, a securities offer means an offer of shares, securities or
debentures to shareholders or any class of shareholders, or a proposed issue of shares
pursuant to Article 134.
161 Communications with Bearers of Share Warrants
161.1 In the case of any communication (for example, a notice of General Meeting, a circular or
annual report) with shareholders, there is no need for the Company to contact any
Bearer individually. Instead, all the Company need do is advertise the communication in a
leading United Kingdom national daily newspaper (and any other newspapers the
- 68 -

directors decide on), giving an address where copies of the communication may be
obtained by the Bearer.
161.2 The Company must communicate with the Bearer in a different way, if the London Stock
Exchange requires this.
162 Issuing shares to which the Share Warrant relates
162.1 The Bearer can ask to be registered as a shareholder (or that another person be so
registered) in respect of all or any of the shares specified in the Share Warrant. In order
to do so he must deposit at the Transfer Office (or another place specified by the
directors):
• the Share Warrant; and
• a signed declaration in a form agreed by the directors which sets out the names
and addresses of the persons, and the numbers of shares, in whose name he
wishes such shares to be registered.
162.2 The Company will comply with a request made in accordance with Article 162.1 only upon
the payment (or reimbursement) by the Bearer of all and any stamp duties, stamp duty
reserve tax, bearer instrument duty, taxes, charges, fees, interest and penalties payable in
connection with the issue of the shares. The Company may, however, agree that any such
taxes or costs do not have to be paid by the Bearer.
162.3 If the Company complies with a request made in accordance with Article 162.1, the person
named in the declaration will be entitled to have his name entered as a member in the
Register in respect of the shares specified in the declaration and to receive a share
certificate for them.
162.4 If the declaration does not deal with all the shares to which the Share Warrant relates, a
new Share Warrant for the remaining shares will be issued, without charge, to the person
who deposited the old Share Warrant. The new Share Warrant will only be issued upon
the cancellation of the old Share Warrant.
ADR DEPOSITARY
163 ADR Depositary can appoint proxies
163.1 The ADR Depositary can appoint more than one person to be its proxy. As long as the
appointment complies with the requirements in Article 163.2, the appointment can be made
in any way and on any terms which the ADR Depositary thinks fit. Each person appointed
in this way is called an Appointed Proxy.
163.2 The appointment must set out the number of shares in relation to which an Appointed
Proxy is appointed. This number is called the Appointed Number. The Appointed
Numbers of all Appointed Proxies appointed by the ADR Depositary, when added
together, must not be more than the number of Depositary Shares (as calculated in Article
163.3).
163.3 The Depositary Shares attributable to the ADR Depositary consist of the total of the
number of shares:
- 69 -

• registered in the name of the ADR Depositary;
• represented by Share Warrants which have been deposited by the ADR
Depositary with the Company in accordance with Article 159; and
• represented by Share Warrants which are set out in a certificate from the ADR
Depositary accepted by the directors in accordance with Article 156.
164 The ADR Depositary must keep a Proxy Register
164.1 The ADR Depositary must keep a register of the names and addresses of all the
Appointed Proxies. This is called the Proxy Register. The Proxy Register will also set
out the Appointed Number of shares of each Appointed Proxy. This can be shown by
setting out the number of American Depositary Receipts which each Appointed Proxy
holds and stating that the Appointed Number of shares can be ascertained by multiplying
the said number of American Depositary Receipts by such number which for the time
being is equal to the number of shares which any one American Depositary Receipt
represents.
164.2 The ADR Depositary must let anyone whom the directors nominate inspect the Proxy
Register during usual business hours on a working day. The ADR Depositary must also
provide, as soon as possible, any information contained in the Proxy Register if it is
demanded by the Company or its agents.
165 Appointed Proxies can only attend General Meetings if properly appointed
An Appointed Proxy may only attend a General Meeting if he provides the Company with
evidence in writing of his appointment by the ADR Depositary for that General Meeting.
This must be in a form agreed between the directors and the ADR Depositary.
166 Rights of Appointed Proxies
Subject to the Companies Acts and these Articles and so long as the Depositary Shares
are sufficient to include an Appointed Proxy’s Appointed Number:
• at a General Meeting which an Appointed Proxy is entitled to attend, he is entitled
to the same rights and has the same obligations in relation to his Appointed
Number of shares as if the ADR Depositary was the registered holder of such
shares and he had been validly appointed in accordance with Articles 76, 77 and
78 by the ADR Depositary as its proxy in relation to those shares; and
• an Appointed Proxy can himself appoint another person to be his proxy in relation
to his Appointed Number of shares, as long as the appointment is made and
deposited in accordance with Articles 76, 77 and 78 and, if it is, the provisions of
these Articles will apply to such an appointment as though the Appointed Proxy
was the registered holder of such shares and the appointment was made by him in
that capacity.
- 70 -

167 Sending information to an Appointed Proxy
The Company can send to an Appointed Proxy at his address in the Proxy Register all
the same documents which are sent to shareholders.
168 The Company can pay dividends to an Appointed Proxy
The Company can pay to an Appointed Proxy at his address in the Proxy Register all
dividends or other moneys relating to the Appointed Proxy’s Appointed Number of
shares instead of paying this amount to the ADR Depositary. If the Company does this, it
will not have any obligation to make this payment to the ADR Depositary as well.
169 The Proxy Register may be fixed at a certain date
169.1 In order to determine which persons are entitled as Appointed Proxies to:
• exercise the rights conferred by Article 166;
• receive documents sent pursuant to Article 167; and
• be paid dividends pursuant to Article 168
and the Appointed Number of shares in respect of which a person is to be treated as
having been appointed as an Appointed Proxy for such purpose, the ADR Depositary
may determine that the Appointed Proxies who are entitled are the persons entered in
the Proxy Register at the close of business on a date (a “Record Date”) determined by
the ADR Depositary in consultation with the Company.
169.2 When a Record Date is determined for a particular purpose:
• the Appointed Number of shares in respect of an Appointed Proxy will be
treated as the number appearing against his name in the Proxy Register as at the
close of business on the Record Date;
• this can be shown by setting out the number of American Depositary Receipts
which each Appointed Proxy holds and stating that the number of shares can be
ascertained by multiplying the said number of American Depositary Receipts by
such number which for the time being is equal to the number of shares which any
one American Depositary Receipt represents; and
• changes to entries in the Proxy Register after the close of business on the
Record Date will be ignored in determining the entitlement of any person for the
purpose concerned.
170 The nature of an Appointed Proxy’s interest
Except as required by the Companies Acts, no Appointed Proxy will be recognised by
the Company as holding any interest in shares upon any trust. Except for recognising the
rights given in relation to General Meetings by appointments made by Appointed Proxies
pursuant to Article 166, the Company is entitled to treat any person entered in the Proxy
Register as an Appointed Proxy as the only person (other than the ADR Depositary)
who has any interest in the shares in respect of which the Appointed Proxy has been
appointed.
- 71 -

171 Validity of the appointment of Appointed Proxies
171.1 If any question arises as to whether any particular person or persons has or have been
validly appointed to vote (or exercise any other right) in respect of any shares (for example
because the total number of shares in respect of which appointments are recorded in the
Proxy Register is more than the number of Depositary Shares) this question will, if it
arises at or in relation to a General Meeting be determined by the chairman of the General
Meeting. His decision (which can include declining to recognise a particular appointment or
appointments as valid) will, if made in good faith, be final and binding on all persons
interested.
171.2 If a question of the type described in Article 171.1 arises in any circumstances other than
at or in relation to a General Meeting, the question will be determined by the directors.
Their decision (which can include declining to recognise a particular appointment or
appointments as valid) will also, if made in good faith, be final and binding on all persons
interested.
172 Definitions
Rights and Restrictions Attached to the B Shares
The following definitions will apply solely in Articles 172 to 189:
• B Share Continuing Dividend means the non-cumulative preferential dividend
payable on a Dividend Payment Date in relation to each B Share at the rate (on
the nominal value thereof) of 75 per cent. of Sterling LIBOR calculated in
accordance with these Articles;
• B Share Dividend Calculation Period means each 6 month period within the
Future Redemption Period ending on either 4 February or 4 August used for the
calculation of the B Share Continuing Dividend on the B Shares, the first such
period commencing on 5 August 2006 and ending on 4 February 2007 provided
that B Shares which are redeemed on the First Redemption Date or converted
into Deferred Shares on 7 August 2006 will not qualify for the payment of any B
Share Continuing Dividend;
• B Shares means redeemable non-cumulative preference shares of 15 pence each
in the capital of the Company;
• Business Day means a day (other than a Saturday, Sunday or public holiday) on
which pounds sterling deposits may be dealt in on the London inter-bank market
and commercial banks are open for general business in London;
• CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001) in respect of which CRESTCo Limited is the Operator (as
defined in such regulations);
• Deferred Shares means the unlisted deferred shares of 15 pence each, the rights
and restrictions attached to which are set out in Articles 182 to 188;
• Dividend Payment Dates means 5 February and 5 August in each year within the
Future Redemption Period (or, if not a Business Day, the next Business Day
- 72 -

(without any interest or payment in respect of the delay)) and Dividend Payment
Date will be construed accordingly;
• Election means an election by shareholders in relation to their B Shares to (i)
accept an initial redemption of the B Shares; (ii) receive an initial dividend on the B
Shares; or (iii) accept a future redemption of the B Shares, either by completing,
signing and returning the election form which was enclosed with the circular to
shareholders dated 13 June 2006, or by submitting an Unmatched Stock Event
instruction through CREST;
• First Redemption Date means 4 August 2006;
• Future Redemption Date means 5 February and/or 5 August in any calendar year
within the Future Redemption Period;
• Future Redemption Form means the form, printed on the reverse of each B
Share certificate, by means of which shareholders holding their B Shares in
certificated form may elect to have their B Shares redeemed on a Future
Redemption Date;
• Future Redemption Period means the period beginning on 5 August 2006 and
ending on 4 August 2008;
• Sterling LIBOR means the rate for 6–month deposits in pounds sterling for a
period of designated maturity which appears on the Reuters screen ISDA page (or
such other page or service as may replace it for the purpose of displaying London
inter-bank offered rates of leading banks for pounds sterling deposits as
determined by the Company) as at 11.00 a.m. on the first Business Day of each
B Share Dividend Calculation Period;
• US Shareholders means shareholders (beneficial or otherwise) who have an
address in the United States on the Company’s register of members or who are
physically located in the United States.
173 Income
173.1 If the Company has profits which are available for distribution and the Directors resolve
that these should be distributed, the holders of the B Shares will be entitled, before the
payment of dividends or other distributions to the holders of Ordinary Shares but after the
payment of the preferential dividend on the Fixed Rate Shares, to be paid the B Share
Continuing Dividend. The B Share Continuing Dividend will be paid at the rate (on the
nominal value of the B Shares which is paid up or treated as paid up) of 75 per cent. of
Sterling LIBOR, in arrears half yearly on the Dividend Payment Dates. The first
Dividend Payment Date will be 5 February 2007 which will cover the period from 5 August
2006 to 4 February 2007. B Shares which are redeemed on the First Redemption Date
or which are converted into Deferred Shares will not qualify for the payment of any B
Share Continuing Dividend.
173.2 Payments of B Share Continuing Dividends will be made to holders of B Shares whose
names appear on the relevant register of members of the Company, if the relevant
Dividend Payment Date is 5 February at the close of business on 21 January in the same
calendar year and if the relevant Dividend Payment Date is 5 August at the close of
business on 21 July in the same calendar year. The aggregate entitlement on a Dividend
- 73 -

Payment Date of each holder of B Shares in respect of the B Share Continuing
Dividend on all B Shares held by him will be rounded down to the nearest whole penny.
173.3 The B Shares will not confer any other right to share in the Company’s profits.
174 Capital
174.1 If the Company is wound up (but in no other circumstances involving a repayment of
capital or distribution of assets to shareholders whether by reduction of capital, redeeming
or buying back shares or otherwise), the holders of B Shares will be entitled, before any
payment to the holders of Ordinary Shares but after any payment to the holders of Fixed
Rate Shares, to repayment of the amount paid up or treated as paid up on the nominal
value of each B Share, together with any outstanding entitlement to the B Share
Continuing Dividend up to the Dividend Payment Date immediately before the windingup.
The aggregate entitlement of each holder of B Shares on a winding-up in respect of all
of the B Shares held by him will be rounded down to the nearest whole penny.
174.2 The holders of B Shares will not have any other right to share in the Company’s surplus
assets. If there is a winding-up to which Article 174.1 applies and there is not enough to
pay the amounts due on the B Shares, the holders of the B Shares will share what is
available in proportion to the amounts to which they would otherwise be entitled.
175 Redemption
The Company may (in accordance with the Companies Acts and the provisions of these
Articles) redeem the B Shares in accordance with the following provisions:
175.1 Unless redeemed earlier, on 5 August 2008.
175.2 Holders of B Shares who have made an Election by 3.00 p.m. on 3 August 2006 (or any
later date the Directors may decide) to have some or all of their B Shares redeemed will
be able to have that number of B Shares redeemed on the First Redemption Date.
175.3 After the First Redemption Date, holders of B Shares will be able to elect to have any
outstanding B Shares redeemed on a Future Redemption Date (or, if not a Business
Day, the next Business Day (without any interest or payment in respect of the delay)) by
returning a Future Redemption Form or submitting an Unmatched Stock Event
instruction, as applicable. If a Future Redemption Form or an Unmatched Stock Event
instruction is returned for settlement for all or part of their B Shares then in issue by:
• 5.00 p.m. on 21 January (or any later date the Directors may decide) in the
calendar years 2007 and/or 2008, the relevant B Shares will be redeemed on 5
February (or, if not a Business Day, the next Business Day (without any interest
or payment for the delay)) in such calendar year; and
• 5.00 p.m. on 21 July (or any later date the Directors may decide) in the calendar
years 2007 and/or 2008, the relevant B Shares will be redeemed on 5 August (or,
if not a Business Day, the next Business Day (without any interest or payment for
the delay)) in such calendar year.
175.4 Each holder of a B Share that is redeemed (excluding B Shares that are redeemed on the
First Redemption Date), will be paid a sum equal to the nominal value of that B Share,
plus the B Share Continuing Dividend for the relevant B Share Dividend Calculation
- 74 -

Period. Each holder of a B Share that is redeemed on the First Redemption Date will be
paid a sum equal to the nominal value of that B Share but no B Share Continuing
Dividend will be payable on such B Share. The total entitlement of a holder of B Shares
to the nominal value of the B Shares being redeemed, plus any B Share Continuing
Dividend payable on those B Shares, will be rounded down to the nearest whole penny.
175.5 On or after the redemption of any B Shares (in accordance with these Articles), the
Directors may (in accordance with the Companies Acts) consolidate and/or subdivide
and/or convert and/or reclassify the authorised B Share capital of the Company (including
any unissued authorised B Share capital) (i) into shares of another class (provided the
authorised share capital of the Company now or at that time includes shares of that class)
and/or (ii) into unclassified shares.
175.6 US Shareholders and holders of American Depositary Receipts are not eligible to
participate in any redemption of the B Shares. Any purported Elections to redeem B
Shares by US Shareholders or holders of American Depositary Receipts will be treated
as invalid and disregarded.
176 Initial B Share Dividend
176.1 The holders of B Shares will be entitled to a dividend of 15 pence per B Share (the Initial
B Share Dividend) provided their names are entered on the register of members of the
Company on issue of the B Shares and they have notified the Company’s registrar by
validly making an Election on or before 3.00 p.m. on 3 August 2006 (or any later date the
Directors may decide) indicating that they wish to receive the Initial B Share Dividend.
Each B Share, in respect of which the Initial B Share Dividend is payable, will at 9.00
a.m. on 7 August 2006 (or any other date the Directors may decide) be converted into a
Deferred Share of 15 pence nominal value. The rights and restrictions attaching to the
Deferred Shares are set out in Articles 182 to 188.
176.2 US Shareholders and holders of American Depositary Receipts will automatically
receive the Initial B Share Dividend without making an Election.
177 Voting at General Meetings
177.1 The holders of B Shares will only receive notice of general meetings of the Company and
will only be able to attend, speak and vote at such general meetings if a resolution is to be
proposed at the general meeting to wind up the Company, in which case the holders of B
Shares will receive notice of the general meeting and will have the right to attend, speak
and vote on that resolution only.
177.2 If the holders of the B Shares are entitled to vote at a general meeting of the Company,
each holder present in person or by proxy (or, being a company, by representative) will
have one vote on a show of hands, and on a poll every holder who is present in person or
by proxy (or, being a company, by a company representative) will have one vote for
each fully paid B Share.
- 75 -

178 Purchase of Shares
The Company will not require the sanction or the consent of the holders of B Shares for
the purchase or redemption of shares of any class in the Company (including, without
limitation, Fixed Rate Shares, Ordinary Shares and/or B Shares).
179 Class Rights
179.1 The Company may from time to time issue new shares which have rights or restrictions
attaching to them. The rights of the new shares can take priority over the rights of the B
Shares. The issue of any such new shares will be in accordance with the rights attaching
to the B Shares and will not involve a variation of those rights or require the consent of
holders of the B Shares.
179.2 The Company may reduce the share capital paid up or treated as paid up on the B
Shares in any way (in accordance with the Companies Acts). Any such reduction will be
in accordance with the rights attaching to the B Shares and will not involve a variation of
those rights. The Company can reduce its capital (in accordance with the Companies
Acts) at any time without the consent of the holders of the B Shares including by paying to
the holders of B Shares the preferential amounts they are entitled to as set out in Article
174.
180 Form
The holders of B Shares cannot renounce their B Shares. Any transfer of B Shares must
be effected in writing and either in the usual or standard form or in any other form
approved by the Directors. Every transfer of uncertificated B Shares must be carried out
using a relevant system (e.g. CREST). For the avoidance of doubt B Shares will be
redeemed in accordance with Article 175.
181 Deletion of Articles 172 to 181 when no B Shares in existence
181.1 Articles 172 to 181 shall remain in force until there are no longer any B Shares in
existence whether by way of conversion into Deferred Shares or redemption and
cancellation or until 31 December 2008, whichever is earlier, notwithstanding any provision
in these Articles to the contrary. Thereafter Articles 172 to 181 shall be and shall be
deemed to be of no effect (save to the extent that the provisions of 172 to 181 are referred
to in other Articles) and shall be deleted and replaced with the wording “Articles 172 to 181
have been deleted”, and the separate register for the holders of B Shares shall no longer
be required to be maintained by the Company; but the validity of anything done under
Articles 172 to 181 before that date shall not otherwise be affected and any actions taken
under Articles 172 to 181 before that date shall be conclusive and shall not be open to
challenge on any grounds whatsoever.
182 Income
Rights and Restrictions Attached to the Deferred Shares
The Deferred Shares will confer no right to share in the Company’s profits.
- 76 -

183 Capital
183.1 If the Company is wound up (but in no other circumstances involving a repayment of
capital or distribution of assets to shareholders whether by reduction of capital, redeeming
or buying back shares or otherwise), the holders of Deferred Shares will be entitled to the
amount paid up or treated as paid up on the nominal value of each Deferred Share after:
• first, paying to the holders of Fixed Rate Shares the amount paid up or treated as
paid up on the nominal value of each Fixed Rate Share, together with any
dividend, arrears of dividend or proportion of any dividend to which they are
entitled under these Articles;
• secondly, paying to the holders of B Shares the amount paid up or treated as paid
up on the nominal value of each B Share together with any outstanding entitlement
to the B Share Continuing Dividend up to the Dividend Payment Date
immediately before the winding-up; and
• thirdly, paying to the holders of Ordinary Shares the amount paid up or treated as
paid up on the nominal value of each Ordinary Share together with the sum of
£1,000 on each Ordinary Share.
183.2 The holders of Deferred Shares have no further right to share in the Company’s surplus
assets.
184 Redemption
184.1 The Company may, at any time (in accordance with the Companies Acts and the
provisions of these Articles) without prior notice, redeem all Deferred Shares for a total
price of not more than one penny for all Deferred Shares redeemed.
185 Attendance and voting at general meetings
186 Form
The holders of the Deferred Shares will not receive notice of any general meeting of the
Company or be able to attend, speak or vote at any general meeting.
The Deferred Shares will not be listed on any stock exchange and no share certificates
will be issued for the Deferred Shares. The Deferred Shares will not be transferable
except in accordance with Article 188 or with the consent in writing of the Directors.
187 Class rights
187.1 The Company may from time to time issue new shares which have rights or restrictions
attaching to them. The rights of the new shares can take priority over the rights of the
Deferred Shares. The issue of any such new shares will be in accordance with the rights
attaching to the Deferred Shares and will not involve a variation of those rights or require
the consent of the holders of the Deferred Shares.
187.2 The Company may reduce the share capital paid up or treated as paid up on the Deferred
Shares in any way (in accordance with the Companies Acts). Any such reduction will be
in accordance with the rights attaching to the Deferred Shares and will not involve a
- 77 -

variation of those rights. The Company can reduce its capital (in accordance with the
Companies Acts) at any time without the consent of the holders of the Deferred Shares.
188 Transfer and purchase
The Company can at any time (in accordance with the Companies Acts) without the
consent of the holders of the Deferred Shares:
• appoint any person to sign (on behalf of the holders of the Deferred Shares) a
transfer of all or any part of their holding to the Company or any other person the
Directors decide (whether or not an officer of the Company), for a total price of not
more than one penny for all Deferred Shares transferred; and
• cancel all the Deferred Shares purchased by the Company (in accordance with
the Companies Acts).
189 Deletion of Article 182 to 189 when no Deferred Shares in existence
Articles 182 to 189 shall remain in force until there are no longer any Deferred Shares in
existence or until 31 December 2008, whichever is earlier, notwithstanding any provision in
these Articles to the contrary. Thereafter Articles 182 to 189 shall be and shall be deemed
to be of no effect (save to the extent that the provisions of Articles 182 to 189 are referred
to in other Articles) and shall be deleted and replaced with the wording “Articles 182 to
189 have been deleted”, and the separate register for the holders of Deferred Shares
shall no longer be required to be maintained by the Company; but the validity of anything
done under Articles 182 to 189 before that date shall not otherwise be affected and any
actions taken under Articles 182 to 189 before that date shall be conclusive and shall not
be open to challenge on any grounds whatsoever.
190 Appointments
Approved Depositaries
190.1 Subject to these Articles and the relevant Act or Acts, an Approved Depositary can
appoint as its proxy or proxies in relation to any Ordinary Shares which it holds, anyone it
thinks fit and can decide how and on what terms to appoint them. Each appointment must
state the number of Ordinary Shares it relates to and the total number of Ordinary
Shares in respect of which appointments exist at any time must not be more than the total
number of Depositary Shares which are registered in the name of the Approved
Depositary or its nominee at that time.
190.2 The Approved Depositary must keep a register (the Nominated Proxy Register) of each
person it has appointed as a Nominated Proxy under Article 190.1 and the Appointed
Number. The directors will decide what information about each Nominated Proxy is to be
recorded in the Nominated Proxy Register. Any person authorised by the Company may
inspect the Nominated Proxy Register during usual business hours and the Approved
Depositary will give such person any information which he requests as to the contents of
the Nominated Proxy Register.
- 78 -

191 Rights of Nominated Proxies
191.1 A Nominated Proxy may only attend a General Meeting if he provides the Company with
evidence in writing of his appointment as such. This must be in a form agreed between the
directors and the Approved Depositary.
191.2 Subject to these Articles and the relevant Act or Acts, and so long as the Approved
Depositary or a nominee of the Approved Depositary holds at least his Appointed
Number of Ordinary Shares, a Nominated Proxy is entitled to attend a General Meeting
which holders of Ordinary Shares are entitled to attend, and he is entitled to the same
rights, and subject to the same obligations, in relation to his Appointed Number of
Depositary Shares as if he had been validly appointed in accordance with Articles 76 to
80 by the registered holder of these shares as its proxy in relation to those shares.
191.3 A Nominated Proxy may appoint another person as his proxy for his Appointed Number
of Depositary Shares, as long as the appointment is made and deposited in accordance
with Articles 76 to 82, and these Articles apply to that appointment and to the person so
appointed as though those Depositary Shares were registered in the name of the
Nominated Proxy and the appointment was made by him in that capacity. The directors
may require such evidence as they think appropriate to decide that such appointment is
effective.
191.4 For the purposes of determining who is entitled as a Nominated Proxy to exercise the
rights conferred by Articles 191.2 and 191.3 and the number of Depositary Shares in
respect of which a person is to be treated as having been appointed as a Nominated
Proxy for these purposes, the Approved Depositary can decide that the Nominated
Proxies who are so entitled are the people entered in the Nominated Proxy Register at a
time and on a date (a Record Time) agreed between the Approved Depositary and the
Company.
191.5 When a Record Time is decided for a particular purpose:-
• a Nominated Proxy is to be treated as having been appointed for that purpose for
the number of shares appearing against his name in the Nominated Proxy
Register as at the Record Time; and
• changes to entries in the Nominated Proxy Register after the Record Time will
be ignored for this purpose.
191.6 Except for recognising the rights given in relation to General Meetings by appointments
made by Nominated Proxies pursuant to Article 191.3, the Company is entitled to treat
any person entered in the Nominated Proxy Register as a Nominated Proxy as the only
person (other than the Approved Depositary) who has any interest in the Depositary
Shares in respect of which the Nominated Proxy has been appointed.
191.7 At a General Meeting the Chairman has the final decision as to whether any person has
the right to vote or exercise any other right relating to any Depositary Shares. In any other
situation, the Directors have the final decision as to whether any person has the right to
exercise any right relating to any Depositary Shares.
- 79 -

About the glossary
Glossary
This glossary is to help readers understand the Company’s Articles of Association. Words are
explained as they are used in the Articles - they might mean different things in other documents.
The glossary is not legally part of the Articles, and it does not affect their meaning. The definitions
are intended to be a general guide - they are not precise.
abrogate If the special rights of a share are abrogated, they are cancelled or withdrawn.
accrue If interest is accruing, it is running or mounting up, day by day.
adjourned In relation to a shareholders’ meeting, means that the meeting has come to an end
for the time being, to be continued at a later time or day, at the same or a different place and
adjourned and adjourn shall be construed accordingly.
agent A person who has been appointed to act for another person.
allot When new shares are allotted, they are set aside for the person they are intended for. This
will normally be after the person has agreed to pay for a new share, or has become entitled to a
new share for any other reason. As soon as a share is allotted, that person gets the right to have
his name put on the register of shareholders. When he has been registered, the share has also
been issued.
allottee A person to whom a share is allotted (see renunciation).
asset Any property of any description which is of any value to its owner.
attorney An attorney is a person who has been appointed to act for another person in a particular
way. The person is appointed by a formal document, called a power of attorney.
automatically entitled to a share by law In some situations, a person will be entitled to have
shares which are registered in somebody else’s name registered in his own name. Or he can
require the shares to be transferred to another person. When a shareholder dies, or the sole
survivor of joint shareholders dies, his personal representatives have this right. If a shareholder
is made bankrupt, his trustee in bankruptcy has the right.
beneficial interest A person on whose behalf or for whose benefit a trustee holds shares has a
beneficial interest in those shares.
brokerage Commission which is paid to a broker by a company issuing shares, where the
broker’s clients have applied for shares.
call A call to pay money which is due on shares which has not yet been paid. This happens if the
Company issues shares which are partly paid, where money remains to be paid to the Company
for the shares. The money which has not been paid can be “called” for. If all the money to be paid
on a share has been paid, the share is called a fully paid share.
capitalise To convert some or all of the reserves of a company into capital (such as shares).
capital redemption reserve A reserve of funds which a company may have to set up to ensure
that the Company’s capital base remains the same when shares are redeemed or bought back. It
is equivalent to the amount by which the Company’s issued share capital is reduced by the
redemption or purchase.
- 80 -

casual vacancy A vacancy amongst the directors which occurs by reason of the death,
resignation or disqualification of a director, or from the failure of an elected director to accept his
appointment, or for any other reason except the retirement of a director in accordance with the
Articles.
charge See lien and charge.
company representative If a company owns shares, it can appoint a company representative
to attend a shareholders’ meeting to speak and vote for it.
consolidate When shares are consolidated, they are combined with other shares. For example,
every three £1 shares might be consolidated into one new £3 share.
cumulative dividends If a dividend which is cumulative cannot be paid in one year because the
company does not have enough profits to cover the payment, the shareholder has the right to
receive the dividend in a future year, when the company has enough profits to pay the dividend.
Compare this with a non-cumulative dividend.
debenture A typical debenture is a type of long-term borrowing by a company. The loan usually
has to be repaid at a fixed date in the future, and carries a fixed rate of interest.
declare Generally, when a final dividend is declared, it becomes due to be paid.
dividend arrears Any dividend arrears. This includes any dividends on shares with cumulative
rights which could not be paid, but which have been carried forward.
dividend warrant A dividend warrant is similar to a cheque for a dividend.
documents of title The documents which show that a person owns something (for example, a
share certificate).
ex-dividend When a share goes “ex-dividend”, a person who buys it will not be entitled to the
dividend which has been declared shortly before he bought it. When a share has gone “exdividend”,
the seller is entitled to this dividend, even though it will be paid after he has sold his
share.
executed A document is executed when it is signed, authenticated or sealed or made valid in
some other way.
exercise When a power is exercised, it is put to use.
extraordinary resolution A decision reached by a majority of at least 75 per cent. of votes cast.
The Companies Acts requires extraordinary resolutions to be passed in certain situations.
forfeit When a share is forfeited it is taken away from the shareholder and becomes the property
of the Company which can do with it as it likes. This process is called “forfeiture”. This can happen
if a call on a partly-paid share is not paid on time.
fully-paid shares When all of the money which is due to the Company for a share has been
paid, a share is called a fully paid share.
good title If a person has good title to a share, he owns it outright.
holding Company A company which controls another company (for example by owning a
majority of its shares) is called the holding company of that other company. The other company
is the subsidiary of the holding company.
- 81 -

indemnity If a person gives another person an indemnity, he promises to make good any losses
or damage which the other might suffer. The person who gives the indemnity is said to “indemnify”
the other person.
in issue See issue.
instruments Formal legal documents.
issue When a share has been issued, everything has been done to make the shareholder the
owner of the share. In particular, the shareholder’s name has been put on the Register of
shareholders. Existing shares which have been issued are “in issue”.
liabilities Debts and other obligations.
liable jointly and severally Where more than one person is liable jointly and severally it means
that any one of them may be sued, or they can all be sued together.
lien and charge Where the Company has a lien and charge over shares, it can take the
dividends, and any other payments relating to the shares which it has a charge over, or it can sell
the shares, to repay the debt and so on.
members means shareholders.
negotiable instrument A document such as a cheque, which can be freely transferred from one
person to another.
nominal value The nominal value of the share. The nominal value of the US$0.10 Ordinary
Shares is US$0.10. This value is shown on the share certificate for a share, if there is one. When
the Company issues new shares this can be for a price which is at a premium to the nominal
value. When shares are bought and sold on the stock market this can be for more, or less, than
the nominal value. The nominal value is sometimes also called the “par value”.
non-cumulative dividends If a dividend which is non-cumulative cannot be paid in one year
because the Company does not have enough profits available to cover the payment, the
shareholder does not have the right to receive the dividend in a future year. This is the opposite to
a cumulative dividend.
objects of a Company The business activities that the Company is authorised to carry on. The
Company’s objects are set out in Clause 4 of its Memorandum.
office copy An exact copy of an official document, supplied by the office which holds, or issued,
the original.
ordinary resolution A decision reached by a simple majority of votes - that is by more than 50
per cent. of the votes cast.
par value See nominal value.
partly paid shares If any money remains to be paid on a share, it is said to be partly paid. The
unpaid money can be “called” for.
personal representatives A person who is entitled to deal with the property (“the estate”) of a
person who has died. If the person who has died left a valid will, the will appoints “executors” who
are personal representatives. If the person died without a will, the courts will appoint one or more
“administrators” to be the personal representatives.
poll A poll vote is usually a card vote but to the extent permitted by the Companies Acts may be
an electronic vote. On a poll vote, the number of votes which a shareholder has will depend on
- 82 -

the number of shares which he owns. An Ordinary Shareholder has one vote for each share he
owns. A poll vote is different to a show of hands vote, where each person who is entitled to vote
has just one vote, however many shares he owns.
power of attorney A formal document which legally appoints one or more persons to act on
behalf of another person.
pre-emption rights The right of some shareholders which is given by the Companies Acts to
be offered a proportion of certain classes of newly issued shares and other securities before they
are offered to anyone else. This offer must be made on terms which are at least as favourable as
the terms offered to anyone else.
premium If the Company issues a new share for more than its nominal value (for example
because the market value is more than the nominal value), the amount above the nominal value is
the premium.
proxy A proxy is a person who is appointed by a shareholder to attend a shareholders’ meeting
and vote for that shareholder. A proxy is appointed by using a proxy form. A proxy does not have
to be a shareholder. At a shareholders’ meeting a proxy can vote on a poll and, if the Articles
permit, he can also vote on a show of hands and speak.
proxy form A form which a shareholder uses to appoint a proxy to attend a shareholders’
meeting and vote for him. The proxy form must be delivered to the Company before the meeting
to which it relates.
quorum The minimum number of shareholders or directors who must be present before a
meeting can start. When this number is reached, the meeting is said to be “quorate”.
rank & ranking When either capital or income is distributed to shareholders, it is paid out
according to the rank (or ranking) of the shares. For example, a share which ranks before (or
ahead of) another share in sharing in the Company’s income is entitled to have its dividends paid
first, before any dividends are paid on shares which rank behind (or after) it. If there is not enough
income to pay dividends on all shares, the available income must be used first to pay dividends on
shares which rank ahead, and then to shares which rank behind. The same applies for
repayments of capital. Capital must be paid first to shares which rank ahead in sharing in the
Company’s capital, and then to shares which rank behind. The Company’s Fixed Rate Shares
rank ahead of its Ordinary Shares. Where certain shares rank equally with other shares, both
types of shares have the same rights as each other.
recognised clearing house A “clearing house” which has been authorised to carry on business
by the UK authorities. A clearing house is a central computer system for settling transactions
between members of the clearing house.
recognised investment exchange An “investment exchange” which has been officially
recognised by the UK authorities. An investment exchange is a place where investments, such as
shares, are traded. The London Stock Exchange is a recognised investment exchange.
redeem and redemption When a share is redeemed, it is effectively bought back by the
Company in return for a sum of money (the “redemption price”) which was fixed before the share
was issued. This process is called redemption. A share which can be redeemed is called a
“redeemable” share.
relevant system This is a term used in the CREST Regulations for a computer-based system
which allows shares without share certificates to be transferred without using transfer forms. The
CREST system for paperless share dealing is a “relevant system”.
- 83 -

enunciation Where a share has been allotted, but no one has been entered on the share
register as the holder of the share, it can be renounced by the allottee to another person. This
transfers the right to be registered as the holder of the share to another person. This process is
called renunciation.
requisition a meeting A formal process which shareholders can use to call a shareholders’
meeting. Generally speaking the shareholders who want to call a meeting must hold at least 10
per cent of the issued shares.
reserve fund or reserves A fund which has been set aside in the accounts of a company. Profits
which are not paid out to shareholders as dividends, or used up in some other way, are held in a
reserve fund by the company. The capital redemption reserve and share premium account are
also reserve funds.
revoke To withdraw, or cancel.
rights issue A way by which companies raise extra share capital. Usually the existing
shareholders will be offered the chance to buy a certain number of new shares, depending on
how many they already have. For example, shareholders may be offered the chance to buy one
new share for every four they already have.
securities All shares, bonds and other investment instruments issued by a company which entitle
the holder to a share in the profits or assets of that company, to receive a cash payment from a
company or to subscribe for such a security.
securities seal A seal used to stamp the Company’s securities as evidence that the Company
has issued them. The Company’s Securities Seal is like the Company’s Common Seal but with
the addition of the word “securities”.
share premium account If a new share is issued by the Company for more than its nominal
value (generally because the market value is more than the nominal value) then the amount above
the nominal value is the premium, and the total of these premiums is held in a reserve fund (which
cannot be used to pay dividends) called the share premium account.
show of hands A shareholder raises his hand to vote at a shareholders’ meeting (unless there
is a poll). Each person who is entitled to vote has just one vote, however many shares he holds.
special notice This term is defined in Companies Acts. Broadly, if special notice of a resolution is
required by the Companies Acts, the resolution is not valid unless the Company has been told
about the intention to propose it at least 28 days before the shareholders’ meeting at which it is
proposed (although in certain circumstances the meeting can be on a date less than 28 days from
the date of the notice).
special resolution A decision reached by a majority of at least 75 per cent of votes cast.
Shareholders must be given at least 21 days’ notice of any special resolution.
special rights These are the rights of a particular class of shares, as distinct from rights which
apply to all shares generally. Typical examples of special rights are where the shares rank, their
rights to sharing in income and assets and voting rights.
statutory declaration A formal way of declaring something in writing. Particular words and
formalities must be used - these are laid down by the Statutory Declarations Act of 1835.
stock When shares are converted into stock the holder’s interest in the Company is expressed
by reference to a sum of money divided into transferable units. For example, the interest of a
- 84 -

shareholder with one hundred £1 shares might be converted into £100 worth of stock
transferable in units of £1 each.
subdividing shares When shares are subdivided they are split into shares which have a smaller
nominal value. For example, a £1 share might be subdivided into two 50p shares.
subject to Means that something else has priority, or prevails, or must be taken into account.
When a statement is subject to another statement this means that the first statement must be read
in the light of the other statement, which will prevail if there is any conflict.
subordinate Where a right or interest is subordinated to something else, it ranks behind it.
subscribe for shares To agree to take new shares in a company (usually for a cash payment).
subscribers to shares The people who first acquire the shares.
subsidiary A company which is controlled by another company (for example because the other
Company owns a majority of its shares) is called a subsidiary of that company.
subsidiary undertaking This is a term used by the Companies Acts. It is a wider definition than
subsidiary. Generally speaking it is a company which is controlled by another company because
the other company:
• has a majority of the votes in the company either alone, or acting with others;
• is a shareholder who can appoint or remove a majority of the directors; or
• can exercise dominant influence over the company because of anything in the
Company’s Memorandum or Articles, or because of a certain kind of contract.
trustees People who hold property of any kind for the benefit of one or more other people under a
kind of arrangement which the law treats as a “trust”. The people whose property is held by the
trustees are called the beneficiary.
underwrite A person who agrees to buy new shares if they are not bought by other people
underwrites the share offer.
unincorporated associations Associations, partnerships, societies and other bodies which the
law does not treat as a separate legal person to their members.
warrant See the definition of dividend warrant.
wider-range investments The law restricts the investments which some trustees can invest in.
Where this restriction applies, the trustees can invest up to three quarters of their funds in widerrange
investments. These are, generally speaking, shares which are quoted on the London
Stock Exchange, and which are earning dividends.
wind up The formal process to put an end to a company. When a company is wound up its
assets are distributed. The assets go first to creditors, and then to shareholders. Shares which
rank first in sharing in the Company’s assets will receive any funds which are left over before any
shares which rank after (or behind) them.
- 85 -

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as
of July 24, 2007 by and among VODAFONE GROUP Plc (formerly known as Vodafone
Airtouch Public Limited Company), a public limited company incorporated under the laws of
England and Wales and having its principal office at Vodafone House, The Connection,
Newbury, Berkshire RG14 2FN, England (the “Company”), THE BANK OF NEW YORK, a
banking corporation duly organized and existing under the laws of the State of New York and
having its principal corporate trust office at 101 Barclay Street, New York, New York 10286
(“Successor Trustee”) and CITIBANK, N.A., a national banking association duly organized and
existing under the laws of the United States of America and having its principal corporate trust
office at 388 Greenwich Street, New York, New York 10013 (“Resigning Trustee”).
RECITALS:
WHEREAS, there are currently outstanding various issues of the Company's Debt
Securities, in the aggregate principal amounts and as described on the attached Schedule A (the
“Securities”) under an Indenture, dated as of February 10, 2000, by and between the Company
and Resigning Trustee (the “Indenture”);
WHEREAS, the Company appointed Resigning Trustee as the Trustee, Security Registrar
and Paying Agent under the Indenture;
WHEREAS, the Company appointed Resigning Trustee as the Book-Entry Depositary
(the "Book-Entry Depositary") under the Securities Depositary Agreement, dated as of February
10, 2000, by and between the Company and Resigning Trustee (the "Securities Depositary
Agreement");
WHEREAS, the Company appointed Resigning Trustee as Calculation Agent (the
"Calculation Agent") under three separate Calculation Agency Agreements, dated as of
December 29, 2005, March 16, 2006 and February 27, 2007, respectively, each by and between
the Company and Resigning Trustee (the "Calculation Agency Agreements");
WHEREAS, Section 610 of the Indenture provides that the Trustee may at any time
resign with respect to the Securities of one or more series by giving written notice of such
153932.4
Exhibit 2.2

esignation to the Company, effective upon the acceptance by a successor Trustee of its
appointment as a successor Trustee;
WHEREAS, Section 3.05(b) of the Securities Depositary Agreement provides that the
Book-Entry Depositary may at any time resign by giving notice of such resignation to the
Company, effective upon the acceptance by a successor Book-Entry Depositary of its
appointment as a successor Book-Entry Depositary;
WHEREAS, the Calculation Agency Agreements provide that the Calculation Agent may
at any time resign by giving notice of such resignation to the Company, effective upon the
acceptance by a successor Calculation Agent of its appointment as a successor Calculation
Agent;
WHEREAS, Section 610 of the Indenture provides that, if the Trustee shall resign, the
Company shall promptly appoint a successor Trustee;
WHEREAS, Section 3.05(e) of the Securities Depositary Agreement provides that, if the
Book-Entry Depositary shall resign, the Company shall promptly appoint a successor Book-
Entry Depositary;
WHEREAS, the Calculation Agency Agreements provide that, if the Calculation Agent
shall resign, the Company shall promptly appoint a successor Calculation Agent;
WHEREAS, Section 611 of the Indenture provides that any successor Trustee appointed
in accordance with the Indenture shall execute, acknowledge and deliver to the Company and to
its predecessor Trustee an instrument accepting such appointment under the Indenture, and
thereupon the resignation of the predecessor Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all rights,
powers, duties and obligations of the predecessor Trustee;
WHEREAS, Section 3.05(g) of the Securities Depositary Agreement provides that any
successor Book-Entry Depositary appointed in accordance with the Securities Depositary
Agreement shall execute and deliver to the Company and to its predecessor Book-Entry
Depositary an instrument accepting such appointment under the Securities Depositary
Agreement, and thereupon the resignation of the predecessor Book-Entry Depositary shall
become effective and such successor Book-Entry Depositary, without any further act, deed or

conveyance, shall become vested with all rights, powers, duties and obligations of the
predecessor Book-Entry Depositary;
WHEREAS, the Calculation Agency Agreements provided that any successor
Calculation Agent appointed in accordance with the Calculation Agency Agreements shall
execute and deliver to the Company and to its predecessor Calculation Agent an instrument
accepting such appointments under the Calculation Agency Agreements, and thereupon the
resignation of the predecessor Calculation Agent shall become effective and such successor
Calculation Agent, without any further act, deed or conveyance, shall become vested with all
rights, powers, duties and obligations of the predecessor Calculation Agent;
WHEREAS, the Resigning Trustee has given written notice to the Company that it is
resigning as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry
Depositary under the Securities Depositary Agreement and as Calculation Agent under the
Calculation Agency Agreements;
WHEREAS, the Company desires to appoint Successor Trustee as successor Trustee,
Security Registrar and Paying Agent to succeed Resigning Trustee in such capacities under the
Indenture, as Book-Entry Depositary to succeed Resigning Trustee in such capacity under the
Securities Depositary Agreement and as Calculation Agent to succeed Resigning Trustee in such
capacities under the Calculation Agency Agreements; and
WHEREAS, Successor Trustee is willing to accept such appointments as successor
Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary
under the Securities Depositary Agreement and as Calculation Agent under the Calculation
Agency Agreements;
NOW, THEREFORE, the Company, Resigning Trustee and Successor Trustee, for and in
consideration of the premises and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby consent and agree as follows:
1
THE RESIGNING TRUSTEE
1.1 Pursuant to the Indenture, the Securities Depositary Agreement and the
Calculation Agency Agreements, Resigning Trustee has notified the Company in writing that

Resigning Trustee is resigning as Trustee, Security Registrar and Paying Agent under the
Indenture, as Book-Entry Depositary under the Securities Depositary Agreement and as
Calculation Agent under the Calculation Agency Agreements, respectively.
1.2 Resigning Trustee hereby represents and warrants to Successor Trustee that:
(a) No covenant or condition contained in the Indenture has been waived by
Resigning Trustee or, to the best knowledge of responsible officers of
Resigning Trustee’s corporate trust department, by the Holders of the
percentage in aggregate principal amount of the Securities required by the
Indenture to effect any such waiver.
(b) There is no action, suit or proceeding pending or, to the best knowledge of
responsible officers of Resigning Trustee’s corporate trust department,
threatened against Resigning Trustee before any court or any
governmental authority arising out of any act or omission of Resigning
Trustee as Trustee under the Indenture.
(c) As of the effective date of this Agreement, Resigning Trustee will hold no
moneys or property under the Indenture.
(d) Pursuant to Section 303 of the Indenture, Resigning Trustee has duly
authenticated and delivered the Securities, as described in Exhibit A
hereto, and with the current outstanding principal amounts set forth in
such Exhibit A.
(e) The registers in which it has registered and transferred registered
Securities accurately reflect the amount of Securities issued and
outstanding and the amounts payable thereon.
(f) Each person who so authenticated the Securities was duly elected,
qualified and acting as an officer or authorized signatory of Resigning
Trustee and empowered to authenticate the Securities at the respective
times of such authentication and the signature of such person or persons
appearing on such Securities is each such person’s genuine signature.

(g) This Agreement has been duly authorized, executed and delivered on
behalf of Resigning Trustee and constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms.
(h) To the best knowledge of responsible officers of the Resigning Trustee’s
corporate trust department, no event has occurred and is continuing which
is, or after notice or lapse of time would become, an Event of Default
under Section 501 of the Indenture.
(i) Retiring Trustee has complied with Section 703 of the Indenture.
(j) Retiring Trustee has made no advances as Trustee, Paying Agent or
Security Registrar under the Indenture for the reimbursement of which it
claims or may claim a lien or charge prior to that, if any, of the Holders of
the Securities.
1.3 Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor
Trustee all right, title and interest of Resigning Trustee in and to the trust under the Indenture and
all the rights, powers and trusts of the Trustee under the Indenture, all the rights, powers and
duties of the Book-Entry Depositary under the Securities Depositary Agreement and all the
rights, powers and duties of the Calculation Agent under the Calculation Agency Agreements.
Resigning Trustee shall execute and deliver such further instruments and shall do such other
things as Successor Trustee may reasonably require so as to more fully and certainly vest and
confirm in Successor Trustee all the rights, powers, duties and trusts hereby assigned,
transferred, delivered and confirmed to Successor Trustee as Trustee, Security Registrar, Paying
Agent, Book-Entry Depositary and Calculation Agent.
2
THE COMPANY
2.1 The Company hereby accepts the resignation of Resigning Trustee as Trustee,
Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the
Securities Depositary Agreement and as Calculation Agent under the Calculation Agency
Agreements.

2.2 The Company hereby certifies that it has duly authorized certain officers of the
Company to: (a) accept Resigning Trustee’s resignation as Trustee, Security Registrar and
Paying Agent under the Indenture, as Book-Entry Depositary under the Securities Depositary
Agreement and as Calculation Agent under the Calculation Agency Agreements; (b) appoint
Successor Trustee as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-
Entry Depositary under the Securities Depositary Agreement and as Calculation Agent under the
Calculation Agency Agreements; and (c) execute and deliver such agreements and other
instruments as may be necessary or desirable to effectuate the succession of Successor Trustee as
Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary
under the Securities Depositary Agreement and as Calculation Agent under the Calculation
Agency Agreements.
2.3 The Company hereby appoints Successor Trustee as Trustee, Security Registrar
and Paying Agent under the Indenture to succeed to, and hereby vests Successor Trustee with, all
the rights, powers, duties and obligations of Resigning Trustee under the Indenture with like
effect as if originally named as Trustee, Security Registrar and Paying Agent in the Indenture.
The Company hereby further appoints Successor Trustee as Book-Entry Depositary under the
Securities Depositary Agreement to succeed to, and hereby vests Successor Trustee with, all the
rights, powers, duties and obligations of Resigning Trustee under the Securities Depositary
Agreement with like effect as if originally named as Book-Entry Depositary under the Securities
Depositary Agreement. The Company hereby further appoints Successor Trustee as Calculation
Agent under the Calculation Agency Agreements to succeed Resigning Trustee in such
capacities under the Indenture, as Book-Entry Depositary to succeed Resigning Trustee in such
capacity under the Securities Depositary Agreement and as Calculation Agent to succeed
Resigning Trustee in such capacities under the Calculation Agency Agreements.
2.4 Promptly after the effective date of this Agreement, the Company shall cause a
notice to be sent to each Holder of the Securities in accordance with the provisions of Section
610(f) of the Indenture and to the Depositary (as defined in the Securities Depositary Agreement)
in accordance with the provisions of Section 3.05(h) of the Securities Depositary Agreement.
Trustee that:
2.5 The Company hereby represents and warrants to Resigning Trustee and Successor

(a) The Company is a public limited liability company incorporated under the
laws of England and Wales.
(b) The Indenture, the Securities Depositary Agreement and the Calculation
Agency Agreements were validly and lawfully executed and delivered by
the Company and the Securities were validly issued by the Company.
(c) The Company has performed or fulfilled prior to the date hereof, and will
continue to perform and fulfill after the date hereof, each covenant,
agreement, condition, obligation and responsibility under the Indenture,
the Securities Depositary Agreement and the Calculation Agency
Agreements.
(d) No event has occurred and is continuing which is, or after notice or lapse
of time would become, an Event of Default under Section 501 of the
Indenture.
(e) No covenant or condition contained in the Indenture has been waived by
the Company or, to the best of the Company’s knowledge, by Holders of
the percentage in aggregate principal amount of the Securities required to
effect any such waiver.
(f) There is no action, suit or proceeding pending or, to the best of the
Company’s knowledge, threatened against the Company before any court
or any governmental authority arising out of any act or omission of the
Company under the Indenture, the Securities Depositary Agreement or
the Calculation Agency Agreements.
(g) This Agreement has been duly authorized, executed and delivered on
behalf of the Company and constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms.
(h) All conditions precedent relating to the appointment of The Bank of New
York as successor Trustee under the Indenture, as successor Book-Entry
Depositary under the Securities Depositary Agreement, and as successor

Company that:
Calculation Agent under the Calculation Agency Agreements, have been
complied with by the Company.
3
THE SUCCESSOR TRUSTEE
3.1 Successor Trustee hereby represents and warrants to Resigning Trustee and to the
(a) Successor Trustee is not disqualified under the provisions of Section 608
and is eligible under the provisions of Section 609 of the Indenture to act
as Trustee under the Indenture.
(b) This Agreement has been duly authorized, executed and delivered on
behalf of Successor Trustee and constitutes its legal, valid and binding
obligation, enforceable in accordance with its terms.
3.2 Successor Trustee hereby accepts its appointment as successor Trustee, Security
Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities
Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements and
accepts the rights, powers, duties and obligations of Resigning Trustee as Trustee, Security
Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the Securities
Depositary Agreement and as Calculation Agent under the Calculation Agency Agreements,
upon the terms and conditions set forth therein, with like effect as if originally named as Trustee,
Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary under the
Securities Depositary Agreement and as Calculation Agent under the Calculation Agency
Agreements.
3.3 References in the Indenture to “Corporate Trust Office” or other similar terms
shall be deemed to refer to the principal corporate trust office of Successor Trustee, which is
presently located at 101 Barclay Street, New York, New York 10286.
3.4 Successor Trustee does not assume responsibility for or any liability in connection
with any negligence or other willful misconduct or any other act or omission on the part of
Resigning Trustee or its agents in connection with such persons’ performance of their respective

trusts, duties and obligations under the Indenture, the Securities Depositary Agreement or the
Calculation Agency Agreements.
4
MISCELLANEOUS
4.1 Except as otherwise expressly provided herein or unless the context otherwise
requires, all terms used herein which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
4.2 This Agreement and the resignation, appointment and acceptance effected hereby
shall be effective as of the opening of business on July 24, 2007.
4.3 Resigning Trustee hereby acknowledges payment or provision for payment in full
by the Company of compensation for all services rendered by Resigning Trustee in its capacity
as Trustee, Security Registrar and Paying Agent under the Indenture, as Book-Entry Depositary
under the Securities Depositary Agreement and as Calculation Agent under the Calculation
Agency Agreements, and reimbursement in full by the Company of the expenses, disbursements
and advances incurred or made by Resigning Trustee in its capacity as Trustee, Security
Registrar and Paying Agent in accordance with the provisions of the Indenture, as Book-Entry
Depositary in accordance with the provisions of the Securities Depositary Agreement and as
Calculation Agent in accordance with the provisions of the Calculation Agency Agreements.
Resigning Trustee acknowledges that it relinquishes any lien it may have upon all property or
funds held or collected by it to secure any amounts due it pursuant to the provisions of Section
607 of the Indenture. This Agreement does not constitute a waiver or assignment by the
Resigning Trustee of any compensation, reimbursement, expenses or indemnity to which it is or
may be entitled pursuant to the Indenture, the Securities Depositary Agreement or the
Calculation Agency Agreements. The Company acknowledges its obligations set forth in the
Indenture, the Securities Depositary Agreement and the Calculation Agency Agreements to
indemnify Resigning Trustee for, and to hold Resigning Trustee harmless against, any loss,
liability, damage, claim or expense incurred without negligence or bad faith on the part of
Resigning Trustee and arising out of or in connection with the acceptance or administration of
the trust evidenced by the Indenture and of the duties evidenced by the Securities Depositary

Agreement and the Calculation Agency Agreements (each of which obligations shall survive the
execution hereof).
4.4 This Agreement shall be governed by and construed in accordance with the laws
of the State of New York, without regard to conflicts of laws principles thereof.
4.5 This Agreement may be executed in any number of counterparts each of which
shall be an original, but such counterparts shall together constitute but one and the same
instrument.
4.6 The Company, Resigning Trustee and Successor Trustee hereby acknowledge
receipt of an executed counterpart of this Agreement and the effectiveness thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation,
Appointment and Acceptance to be duly executed, all as of the day and year first above written.
VODAFONE GROUP Plc
By:
Name:
Title:
CITIBANK, N.A.
as Resigning Trustee
By:
Name:
Title:
THE BANK OF NEW YORK
as Successor Trustee
By:
Name:
Title:

ANNEX A
Vodafone Group Plc
Indenture dated as of February 10, 2000
Security Depositary Agreement dated as of 2/10/2000
Issue CUSIP
7.75% Notes due 2010(144A) 92857T AB3
7.75% Notes due 2010 (Reg S) G9387S AM7
7.875% Notes due 2030(144A) 92857T AC1
7.875% Notes due 2030(RegS) G9837S AN5
7.75% Notes due 2010 92857T AG2
7.875% Notes due 2030 92857T AH0
4.161% Notes due 2007 92857W AA8
6.25% Notes due 2032 92857W AB6
3.95% Notes due 2008 92857W AC4
5.375% Notes due 2015 92857W AD2
4.625% Notes due 2018 92857W AE0
5.00% Notes due 2013 92857W AF7
5.00% Notes due 2015 92857W AG5
Floating Rate Notes due 2007 92857W AH3
Floating Rate Notes due 2007 92857W AJ9
5.75% Notes due 2016 92857W AK6
Floating Rate Notes due 2011 92857W AL4
5.50% Notes due 2011 92857W AM2
Floating Rate Notes due 2012 92857W AN0
5.625% Notes due 2016 92857W AP5
6.15% Notes due 2037 92857W AQ3
5.35% Notes due 2012 92857W AR1

Sir John Bond
Chairman
16 May 2007
Mr Simon Murray, CBE
Ground Floor
Block B
39 Tung Tau Wan Road
Stanley
Hong Kong
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
Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England
T +44 (0)1635 33251 F +44 (0)1635 580857 www.vodafone.com
Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679
Our ref: 053k-SM
T +44 1635 673915
F +44 1635 580761
Exhibit 4.25

2
3
4
Appointment and Term
Subject to the terms of this letter, your appointment will commence on 1 July 2007 (the “Effective Date”)
and is for an initial term of three years from the Effective Date, unless terminated earlier in accordance with
the Articles or the terms of this letter. 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 year 1 . In the event that when you submit yourself for re-election you are not elected,
your appointment as director will automatically terminate. The appointment will expire on 30 June 2010
without any automatic right of reappointment, although the Board may invite you to serve for an additional
period. You will not be entitled to receive any compensation from the Company in respect of the
termination of your directorship.
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. 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.
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
£105,000 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. 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.
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
1 The Company's Annual General Meeting this year will be held on Tuesday 24 July 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.
2

5
6
7
8
9
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.
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.
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.
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.
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.
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.
3

10
11
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.
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)
(ii)
(iii)
(i)
(ii)
(iii)
(iv)
(v)
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;
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
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:
Unsuccessful defence of criminal proceedings, in which instance the Company would seek
reimbursement for any funds advanced;
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;
Fines imposed by regulatory bodies;
Fines imposed in criminal proceedings; and
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 727 of the Companies Act 1985
(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.
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.
4

12
13
In this letter:
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.
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.
“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
5

UNAUDITED COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1)
Exhibit 7
Notes:
1. All of the financial information presented in this exhibit is unaudited.
2. Fixed charges include (1) interest expensed (2) amortised premiums, discounts and capitalised expenses related to indebtedness, (3) an estimate of the interest
within rental expense, and (4) preference security dividend requirements of a consolidated subsidiary. These include the financings costs of subsidiaries and joint
ventures.
2008
Financing costs per Consolidated Income Statement 2,014
One third of rental expense 387
Fixed charges (2) 2,401
Profit/(loss) before taxation from continuing operations 9,001
Share of profit in associated undertakings (2,876)
Fixed charges 2,401
Dividends received from associated undertakings 873
Preference dividend requirements of a consolidated subsidiary (65)
Earnings 9,334
Ratio of earnings to fixed charges 3.9
Deficiency between fixed charges and earnings −
£m
2007
£m
1,612
340
1,952
(2,383)
(2,728)
1,952
791
(69)
(2,437)
−
(4,389)
2006 2005
£m £m
1,120 880
323 303
1,443 1,183
(14,853) 7,285
(2,428) (1,980)
1,443 1,183
835 1,896
(74) (71)
(15,077) 8,313
− 7.0
(16,520) −

I, Arun Sarin, certify that:
RULE 13a-14(a) CERTIFICATION
1. I have reviewed this annual report on Form 20-F of Vodafone Group Plc (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the Company as
of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the Company’s internal control over financial reporting.
9 June 2008 /s/ Arun Sarin
Date Arun Sarin
Chief Executive
Exhibit 12

I, Andy N. Halford, certify that:
RULE 13a-14(a) CERTIFICATION
1. I have reviewed this annual report on Form 20-F of Vodafone Group Plc (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the Company as
of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the Company’s internal control over financial reporting.
9 June 2008 /s/ Andy Halford
Date Andy N. Halford
Chief Financial Officer

RULE 13a-14(b) CERTIFICATION
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350,
chapter 63 of title 18, United States Code), the undersigned officer of Vodafone Group Plc, a
company incorporated under the laws of England and Wales (the “Company”), hereby certifies, to
such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended 31 March 2008 (the “Report”) of the Company
fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934
and information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
9 June 2008 /s/ Arun Sarin
Date Arun Sarin
Chief Executive
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley
Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is
not being filed as part of the Report or as a separate disclosure document.
RULE 13a-14(b) CERTIFICATION
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350,
chapter 63 of title 18, United States Code), the undersigned officer of Vodafone Group Plc, a
company incorporated under the laws of England and Wales (the “Company”), hereby certifies, to
such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended 31 March 2008 (the “Report”) of the Company
fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934
and information contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
9 June 2008 /s/ Andy Halford
Date Andy N. Halford
Chief Financial Officer
Exhibit 13
The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley
Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is
not being filed as part of the Report or as a separate disclosure document.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-81825 and
333-149634 on Form S-8 and Registration Statement No. 333-144978 on Form F-3 of our
reports dated May 27, 2008, relating to the consolidated financial statements of Vodafone
Group Plc, and the effectiveness of Vodafone Group Plc's internal control over financial
reporting, appearing in this Annual Report on Form 20-F of Vodafone Group Plc for the year
ended March 31, 2008.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London, United Kingdom
June 6, 2008
Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-81825 and
333-149634 on Form S-8 and Registration Statement No. 333-144978 on Form F-3 of
Vodafone Group Plc, of our report dated February 22, 2008 (June 6, 2008 as to Note 16 and
the 6 th and 7 th paragraphs of Note 15) (which expresses an unqualified opinion and includes
explanatory paragraphs relating to the adoption of the provisions of Statement of Financial
Accounting Standards No. 123(R), “Share-Based Payment,” on January 1, 2006 and Financial
Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes,” on January 1, 2007) relating to the consolidated financial statements of Cellco
Partnership d/b/a Verizon Wireless appearing in this Annual Report on Form 20-F of
Vodafone Group Plc for the year ended March 31, 2008.
Deloitte & Touche LLP
New York, New York
June 6, 2008
Exhibit 15.2