Vodafone : Transaction in Own Shares

15 September 2017

Vodafone Group Plc ('Vodafone')

ISIN Code: GB00BH4HKS39

Transaction in Own Shares

Vodafone announces that it has purchased the following number of its ordinary shares of 0.20 US cents on Exchange (as defined in the Rules of the London Stock Exchange) from J.P. Morgan Securities plc ('J.P. Morgan') as part of its buy-back programme announced on 31 August 2017 (the 'Programme'). The sole purpose of this Programme is to reduce the issued share capital of Vodafone to avoid an increase in the issued share capital as a result of the maturing of the first tranche of a two-tranche mandatory convertible bond ('MCB') issued by Vodafone in February 2016. As announced on 19 February 2016, when the MCB was issued Vodafone also entered into an accompanying option structure.

Vodafone intends to hold the purchased shares in treasury. Following the settlement of the purchased shares, Vodafone will hold 1,520,695,215 of its ordinary shares in treasury and have 27,293,981,613 ordinary shares in issue (excluding treasury shares).[1]

As part of the Programme, J.P. Morgan (JPMSGB2L)may elect to purchase Vodafone ordinary shares and sell such shares to Vodafone and/or sell to Vodafone ordinary shares it already holds at the start of the Programme as a result of its role in the accompany option structure entered into by Vodafone when the MCB was issued. In connection with the above purchases, on 14 September 2017J.P. Morgan (as principal) elected to:

· sell 6,627,881 Vodafoneordinary shares it held at the start of the Programmeto Vodafone. Vodafone purchased such shares at 210.0250 pence per share as one transaction at 17:26 (BST) on the London Stock Exchange (transaction reference:7617301657600413981-20170914); and

· purchase 3,606,684 Vodafone ordinary shares to sell to Vodafone. A schedule of individual trades carried out by J.P. Morgan on 14 September 2017 is set out below. Such ordinary shares were sold to Vodafone as one transaction at 17:26 (BST) on the London Stock Exchange at the volume weighted average price paid per share by J.P. Morgan for such shares which is set out below (transaction reference: below).

Schedule of purchases - aggregate information

Schedule of purchases - individual transactions

To view the schedule of purchases, please paste the following URL into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/8213Q_-2017-9-14.pdf

This announcement will also be available on Vodafone's website at: http://www.vodafone.com/content/index/investors/investor_information/press_regulatory/uk_regulatory.html

Enquiries to:

Investor relations: Telephone +44 (0) 7919 990 230

Media: www.vodafone.com/media/contact