Financial statement

Vodafone2022AnnualReport.pdf

Home >Business & Finance homework help >Accounting homework help >Financial statement

Vodafone Group Plc Annual Report 2022

Strategic report Governance Financials Other information128 Vodafone Group Plc Annual Report 2022

– Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations, including where necessary using our forensic specialists. Our procedures involved enquiries of management at Head Office, the Audit and Risk Committee, the internal audit function, the Group legal function, the corporate security team, individuals in the fraud and compliance department (including those responsible for fraud investigation and whistleblowing); journal entry testing, with a focus on manual consolidation journals and journals indicating large or unusual transactions, based on our understanding of the business; and challenging the assumptions and judgements made by management in respect of significant one-off transactions in the financial year and significant accounting estimates as referred to in the key audit matters section above. At a component level, our full and specified procedure scope component audit teams’ procedures included enquiries of component management; journal entry testing; and focussed testing, including in respect of the key audit matter of revenue recognition. We also leveraged our data analytics capabilities in performing work on the purchase to pay process and property, plant and equipment balances and leases, to assist in identifying higher risk transactions and balances, respectively, for testing.

– If significant instances of non-compliance with laws and regulations were identified, these were communicated to the relevant local EY teams who performed sufficient and appropriate audit procedures, supplemented by audit procedures performed at the Group level, to conclude that there was no material impact on the consolidated financial statements.

– Where the risk was considered to be higher, including areas impacting Group key performance indicators or management remuneration, we performed audit procedures to address each identified fraud risk or other risk of material misstatement. These procedures included those on revenue recognition referred to in the key audit matter section above and testing manual journals and were designed to provide reasonable assurance that the financial statements were free from material fraud or error.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matters we are required to address – Following the recommendation from the Audit and Risk Committee,

we were appointed by the Company on 23 July 2019 to audit the financial statements for the year ending 31 March 2020 and subsequent financial periods.

The period of total uninterrupted engagement including previous renewals and reappointments is three years, covering the years ending 31 March 2020 to 31 March 2022.

– The audit opinion is consistent with the additional report to the Audit and Risk Committee.

Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Alison Duncan (Senior statutory auditor)

for and on behalf of Ernst & Young LLP, Statutory Auditor

London

17 May 2022

Independent auditor’s report to the members of Vodafone Group Plc (continued) Overview

Strategic Report Governance

Financials

Other information

129 Vodafone Group Plc Annual Report 2022

Consolidated income statement for the years ended 31 March

2022 2021 2020 Note €m €m €m

Revenue 2 45,580 43,809 44,974 Cost of sales (30,574) (30,086) (30,682) Gross profit 15,006 13,723 14,292 Selling and distribution expenses (3,358) (3,522) (3,814) Administrative expenses (5,713) (5,350) (5,810) Net credit losses on financial assets 22 (561) (664) (660) Share of results of equity accounted associates and joint ventures 12 211 342 (2,505) Impairment loss 4 – – (1,685) Other income 3 79 568 4,281 Operating profit 3 5,664 5,097 4,099 Non-operating expense – – (3) Investment income 5 254 330 248 Financing costs 5 (1,964) (1,027) (3,549) Profit before taxation 3,954 4,400 795 Income tax expense 6 (1,330) (3,864) (1,250) Profit/(loss) for the financial year 2,624 536 (455) Attributable to: – Owners of the parent 2,088 112 (920) – Non-controlling interests 536 424 465 Profit/(loss) for the financial year 2,624 536 (455) Earnings/(loss) per share From continuing operations – Basic 8 7.20c 0.38c (3.13)c – Diluted 8 7.17c 0.38c (3.13)c Total Group – Basic 8 7.20c 0.38c (3.13)c – Diluted 8 7.17c 0.38c (3.13)c

Consolidated statement of comprehensive income for the years ended 31 March

2022 2021 2020 Note €m €m €m

Profit/(loss) for the financial year 2,624 536 (455) Other comprehensive income/(expense): Items that may be reclassified to the income statement in subsequent years: Foreign exchange translation differences, net of tax (25) 133 (982) Foreign exchange translation differences transferred to the income statement 19 (17) (36) Other, net of tax1 1,863 (3,743) 3,066 Total items that may be reclassified to the income statement in subsequent years 1,857 (3,627) 2,048 Items that will not be reclassified to the income statement in subsequent years: Net actuarial gains/(losses) on defined benefit pension schemes, net of tax 25 483 (555) 526 Total items that will not be reclassified to the income statement in subsequent years 483 (555) 526 Other comprehensive income/(expense) 2,340 (4,182) 2,574 Total comprehensive income/(expense) for the financial year 4,964 (3,646) 2,119 Attributable to: – Owners of the parent 4,402 (4,069) 1,696 – Non-controlling interests 562 423 423

4,964 (3,646) 2,119 Note: 1 Principally includes the impact of the Group’s cash flow hedges deferred to other comprehensive income during the year.

Further details on items in the consolidated statement of comprehensive income can be found in the consolidated statement of changes in equity on page 131.

Strategic report Governance Financials Other information129 Vodafone Group Plc Annual Report 2022

130 Vodafone Group Plc Annual Report 2022 20212020

Consolidated statement of financial position at 31 March

31 March 2022 31 March 2021 Note €m €m

Non-current assets Goodwill 10 31,884 31,731 Other intangible assets 10 21,360 21,818 Property, plant and equipment 11 40,804 41,243 Investments in associates and joint ventures 12 4,268 4,670 Other investments 13 1,073 925 Deferred tax assets 6 19,089 21,569 Post employment benefits 25 555 60 Trade and other receivables 14 6,383 4,777

125,416 126,793 Current assets Inventory 836 676 Taxation recoverable 296 434 Trade and other receivables 14 11,019 10,923 Other investments 13 7,931 9,159 Cash and cash equivalents 19 7,496 5,821

27,578 27,013 Assets held for sale 7 959 1,257 Total assets 153,953 155,063

Equity Called up share capital 17 4,797 4,797 Additional paid-in capital 149,018 150,812 Treasury shares (7,278) (6,172) Accumulated losses (122,118) (121,587) Accumulated other comprehensive income 30,268 27,954 Total attributable to owners of the parent 54,687 55,804 Non-controlling interests 2,290 2,012 Total equity 56,977 57,816

Non-current liabilities Borrowings 21 58,131 59,272 Deferred tax liabilities 6 520 2,095 Post employment benefits 25 281 513 Provisions 16 1,881 1,747 Trade and other payables 15 2,516 4,909

63,329 68,536 Current liabilities Borrowings 21 11,961 8,488 Financial liabilities under put option arrangements 22 494 492 Taxation liabilities 864 769 Provisions 16 667 892 Trade and other payables 15 19,661 18,070

33,647 28,711 Total equity and liabilities 153,953 155,063

The consolidated financial statements on pages 129 to 214 were approved by the Board of Directors and authorised for issue on 17 May 2022 and were signed on its behalf by:

Nick Read Margherita Della Valle Chief Executive Chief Financial Officer

Strategic report Governance Financials Other information130 Vodafone Group Plc Annual Report 2022

130 Vodafone Group Plc Annual Report 2022 20212020

Consolidated statement of financial position at 31 March

31 March 2022 31 March 2021 Note €m €m

125,416 126,793 Current assets Inventory 836 676 Taxation recoverable 296 434 Trade and other receivables 14 11,019 10,923 Other investments 13 7,931 9,159 Cash and cash equivalents 19 7,496 5,821

27,578 27,013 Assets held for sale 7 959 1,257 Total assets 153,953 155,063

Non-current liabilities Borrowings 21 58,131 59,272 Deferred tax liabilities 6 520 2,095 Post employment benefits 25 281 513 Provisions 16 1,881 1,747 Trade and other payables 15 2,516 4,909

33,647 28,711 Total equity and liabilities 153,953 155,063

The consolidated financial statements on pages 129 to 214 were approved by the Board of Directors and authorised for issue on 17 May 2022 and were signed on its behalf by:

Nick Read Margherita Della Valle Chief Executive Chief Financial Officer

Strategic report Governance Financials Other information130 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

131 Vodafone Group Plc Annual Report 2022

Consolidated statement of changes in equity

for the years ended 31 March Additional Accumulated other comprehensive income Equity Non- Share paid-in Treasury Accumulated Currency Pensions Revaluation attributable controlling Total capital1 capital2 shares losses reserve3 reserve surplus4 Other5 to owners interests equity €m €m €m €m €m €m €m €m €m €m €m

1 April 2019 4,796 152,503 (7,875) (116,986) 29,284 (1,205) 1,227 213 61,957 1,231 63,188 Issue or reissue of shares 1 1 73 (68) – – – – 7 – 7 Share-based payments – 125 – – – – – – 125 11 136 Transactions with NCI in subsidiaries – – – (58) – – – – (58) (102) (160) Dividends – – – (2,317) – – – – (2,317) (348) (2,665) Comprehensive (expense)/income – – – (920) (976) 526 – 3,066 1,696 423 2,119 (Loss)/profit – – – (920) – – – – (920) 465 (455) OCI - before tax – – – – (951) 640 – 3,771 3,460 (46) 3,414 OCI - taxes – – – – 19 (114) – (705) (800) (4) (804) Transfer to the income statement – – – – (44) – – – (44) 8 (36) 31 March 2020 4,797 152,629 (7,802) (120,349) 28,308 (679) 1,227 3,279 61,410 1,215 62,625 Issue or reissue of shares6 – (1,943) 2,033 (87) – – – – 3 – 3 Share-based payments – 126 – – – – – – 126 10 136 Transactions with NCI in subsidiaries7 – – – 1,149 – – – – 1,149 748 1,897 Dividends – – – (2,412) – – – – (2,412) (384) (2,796) Comprehensive income/(expense) – – – 112 117 (555) – (3,743) (4,069) 423 (3,646) Profit – – – 112 – – – – 112 424 536 OCI - before tax – – – – 124 (686) – (4,630) (5,192) – (5,192) OCI - taxes – – – – 6 131 – 887 1,024 3 1,027 Transfer to the income statement – – – – (13) – – – (13) (4) (17) Purchase of treasury shares8 – – (403) – – – – – (403) – (403) 31 March 2021 4,797 150,812 (6,172) (121,587) 28,425 (1,234) 1,227 (464) 55,804 2,012 57,816 Issue or reissue of shares6 – (1,902) 2,000 (98) – – – – – – – Share-based payments – 108 – – – – – – 108 11 119 Transactions with NCI in subsidiaries7 – – – (38) – – – – (38) 237 199 Dividends – – – (2,483) – – – – (2,483) (532) (3,015) Comprehensive income/(expense) – – – 2,088 (32) 483 – 1,863 4,402 562 4,964

Profit – – – 2,088 – – – – 2,088 536 2,624 OCI - before tax – – – – (51) 627 – 2,368 2,944 26 2,970 OCI - taxes – – – – – (144) – (505) (649) – (649) Transfer to the income statement – – – – 19 – – – 19 – 19 Purchase of treasury shares8 – – (3,106) – – – – – (3,106) – (3,106) 31 March 2022 4,797 149,018 (7,278) (122,118) 28,393 (751) 1,227 1,399 54,687 2,290 56,977 Notes: 1 See note 17 ‘Called up share capital’. 2 Includes share premium, capital reserve, capital redemption reserve, merger reserve and share-based payment reserve. The merger reserve was derived from acquisitions made prior to 31 March

2004 and subsequently allocated to additional paid-in capital on adoption of IFRS. 3 The currency reserve is used to record cumulative translation differences on the assets and liabilities of foreign operations. The cumulative translation differences are recycled to the income

statement on disposal of the foreign operation. 4 The revaluation surplus derives from acquisitions of subsidiaries made before the Group’s adoption of IFRS 3 (Revised) on 1 April 2010 and comprises the amounts arising from recognising the

Group’s pre-existing equity interest in the acquired subsidiary at fair value. 5 Principally includes the impact of the Group’s cash flow hedges with €3,704 million net gain deferred to other comprehensive income during the year (2021: €5,892 million net loss; 2020: €4,113

million net gain) and €1,422 million net gain (2021: €1,226 million net loss; 2020: €408 million net gain) recycled to the income statement. These hedges primarily relate to foreign exchange exposure on fixed borrowings, with any foreign exchange on nominal balances directly impacting income statement in each period but interest cash flows unwinding to the income statement over the life of the hedges (up to 2059). See note 22 ‘Capital and financial risk management’ for further details.

6 Movements include the re-issue of 1,427 million shares (€1,944 million) in March 2021 to satisfy the first tranche and the re-issue of 1,519 million shares (€1,903 million) in March 2022 to satisfy the second tranche of the Mandatory Convertible Bond issued in March 2019. 7 Principally relates to the IPO of Vantage Towers A.G. See note 27 ‘Acquisitions and disposals’ for details. 8 Represents the irrevocable and non-discretionary share buyback programmes announced on 19 March 2021, 19 May 2021, 23 July 2021, 17 November 2021 and 9 March 2022.

130 Vodafone Group Plc Annual Report 2022 20212020

Consolidated statement of financial position at 31 March

31 March 2022 31 March 2021 Note €m €m

125,416 126,793 Current assets Inventory 836 676 Taxation recoverable 296 434 Trade and other receivables 14 11,019 10,923 Other investments 13 7,931 9,159 Cash and cash equivalents 19 7,496 5,821

27,578 27,013 Assets held for sale 7 959 1,257 Total assets 153,953 155,063

Non-current liabilities Borrowings 21 58,131 59,272 Deferred tax liabilities 6 520 2,095 Post employment benefits 25 281 513 Provisions 16 1,881 1,747 Trade and other payables 15 2,516 4,909

33,647 28,711 Total equity and liabilities 153,953 155,063

The consolidated financial statements on pages 129 to 214 were approved by the Board of Directors and authorised for issue on 17 May 2022 and were signed on its behalf by:

Nick Read Margherita Della Valle Chief Executive Chief Financial Officer

Strategic report Governance Financials Other information131 Vodafone Group Plc Annual Report 2022

132

Vodafone Group Plc Annual Report 2022 2020

Consolidated statement of cash flows for the years ended 31 March

2022 2021 2020 Note €m €m €m

Inflow from operating activities 18 18,081 17,215 17,379 Cash flows from investing activities Purchase of interests in subsidiaries, net of cash acquired 27 – (136) (10,295) Purchase of interests in associates and joint ventures 12 (445) (13) (1,424) Purchase of intangible assets (3,262) (3,227) (2,423) Purchase of property, plant and equipment (5,798) (5,413) (5,182) Purchase of investments (2,009) (3,726) (1,832) Disposal of interests in subsidiaries, net of cash disposed 27 – 157 4,427 Disposal of interests in associates and joint ventures 446 420 – Disposal of property, plant and equipment and intangible assets 33 43 61 Disposal of investments 3,282 1,704 7,792 Dividends received from associates and joint ventures 638 628 417 Interest received 247 301 371 Outflow from investing activities (6,868) (9,262) (8,088)

Cash flows from financing activities Proceeds from issue of long-term borrowings 2,548 4,359 9,933 Repayment of borrowings (8,248) (12,237) (16,028) Net movement in short-term borrowings 3,002 (2,791) 2,488 Net movement in derivatives (293) 279 98 Interest paid1 (1,804) (2,152) (2,284) Payments for settlement of written put options2 – (1,482) – Purchase of treasury shares (2,087) (62) (821) Issue of ordinary share capital and reissue of treasury shares 17 – 5 7 Equity dividends paid 9 (2,474) (2,427) (2,296) Dividends paid to non-controlling shareholders in subsidiaries (539) (391) (348) Other transactions with non-controlling shareholders in subsidiaries 27 189 1,663 (160) Other movements with associates and joint ventures – 40 59 Outflow from financing activities (9,706) (15,196) (9,352)

Net cash inflow/(outflow) 1,507 (7,243) (61) Cash and cash equivalents at beginning of the financial year 19 5,790 13,288 13,605 Exchange gain/(loss) on cash and cash equivalents 74 (255) (256) Cash and cash equivalents at end of the financial year 19 7,371 5,790 13,288

Notes: 1 Amount for 2022 includes €58 million (2021: €9 million inflow; 2020: €273 million outflow) of cash inflow on derivative financial instruments for the share buyback related to maturing tranches of

mandatory convertible bonds. 2 Amount for 2021 reflects the settlement of a tender offer made to other shareholders of Kabel Deutschland Holding A.G.

Strategic report Governance Financials Other information132 Vodafone Group Plc Annual Report 2022

132

Vodafone Group Plc Annual Report 2022 2020

Consolidated statement of cash flows for the years ended 31 March

2022 2021 2020 Note €m €m €m

mandatory convertible bonds. 2 Amount for 2021 reflects the settlement of a tender offer made to other shareholders of Kabel Deutschland Holding A.G.

Strategic report Governance Financials Other information132 Vodafone Group Plc Annual Report 2022

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss

Overview Strategic Report Governance Financials Other information

133 Vodafone Group Plc Annual Report 2022

1. Basis of preparation

This section describes the critical accounting judgements and estimates that management has identified as having a potentially material impact on the Group’s consolidated financial statements and sets out our significant accounting policies that relate to the financial statements as a whole. Where an accounting policy is generally applicable to a specific note to the financial statements, the policy is described within that note. We have also detailed below the new accounting pronouncements that we will adopt in future years and our current view of the impact they will have on our financial reporting. The consolidated financial statements are prepared in accordance with UK-adopted International Accounting Standards (‘IAS’), with International Financial Reporting Standards (‘IFRS’) as issued by the International Accounting Standards Board (‘IASB’) and with the requirements of the Companies Act 2006 (the ‘Act’). The consolidated financial statements are prepared on a going concern basis (see page 118).

Vodafone Group Plc is incorporated and domiciled in England and Wales (registration number 1833679). The registered address of the Company is Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.

IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Group’s circumstances. These have been applied consistently to all the years presented, unless otherwise stated. In determining and applying accounting policies, Directors and management are required to make judgements and estimates in respect of items where the choice of specific policy, accounting judgement, estimate or assumption to be followed could materially affect the Group’s reported financial position, results or cash flows and disclosure of contingent assets or liabilities during the reporting period; it may later be determined that a different choice may have been more appropriate.

The Group’s critical accounting judgements and key sources of estimation uncertainty are detailed below. Actual outcomes 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; they are recognised in the period of the revision and future periods if the revision affects both current and future periods.

Management regularly reviews, and revises as necessary, the accounting judgements that significantly impact the amounts recognised in the financial statements and the estimates that are considered to be ‘critical estimates’ due to their potential to give rise to material adjustments in the Group’s financial statements in the year to 31 March 2023. As at 31 March 2022, management has identified critical judgements in respect of revenue recognition, lease accounting, valuing assets and liabilities acquired in business combinations, the accounting for tax disputes in India, the classification of joint arrangements, whether to recognise provisions or to disclose contingent liabilities and the impacts of climate change. In addition, management has identified critical accounting estimates in relation to the recovery of deferred tax assets, post employment benefits and impairment reviews; estimates have also been identified that are not considered to be critical in respect of the allocation of revenue to goods and services, the useful economic lives of finite lived intangibles and property, plant and equipment.

The majority of the Group’s provisions are either long-term in nature (such as asset retirement obligations) or relate to shorter-term liabilities (such as those relating to restructuring and property) where there is not considered to be a significant risk of material adjustment in the next financial year. Critical judgements exercised in respect of tax disputes in India, include the cases relating to our acquisition of Hutchison Essar Limited (Vodafone India).

These critical accounting judgements, estimates and related disclosures have been discussed with the Group’s Audit and Risk Committee.

Critical accounting judgements and key sources of estimation uncertainty Revenue recognition Revenue recognition under IFRS 15 necessitates the collation and processing of very large amounts of data and the use of management judgements and estimates to produce financial information. The most significant accounting judgements and source of estimation uncertainty are disclosed below.

Gross versus net presentation If the Group has control of goods or services when they are delivered to a customer, then the Group is the principal in the sale to the customer; otherwise the Group is acting as an agent. Whether the Group is considered to be the principal or an agent in the transaction depends on analysis by management of both the legal form and substance of the agreement between the Group and its business partners; such judgements impact the amount of reported revenue and operating expenses (see note 2 ‘Revenue disaggregation and segmental analysis’) but do not impact reported assets, liabilities or cash flows. Scenarios requiring judgement to determine whether the Group is a principal or an agent include, for example, those where the Group delivers third-party branded software or services (such as premium music, TV content or cloud- based services) to customers and good or services delivered to customers in partnership with a third-party.

132

Vodafone Group Plc Annual Report 2022 2020

Consolidated statement of cash flows for the years ended 31 March

2022 2021 2020 Note €m €m €m

mandatory convertible bonds. 2 Amount for 2021 reflects the settlement of a tender offer made to other shareholders of Kabel Deutschland Holding A.G.

Notes to the consolidated financial statements

Strategic report Governance Financials Other information133 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

134

Vodafone Group Plc Annual Report 2022 2020

1. Basis of preparation (continued)

Allocation of revenue to goods and services provided to customers Revenue is recognised when goods and services are delivered to customers (see note 2 ‘Revenue disaggregation and segmental analysis’). Goods and services may be delivered to a customer at different times under the same contract, hence it is necessary to allocate the amount payable by the customer between goods and services on a ‘relative standalone selling price basis’; this requires the identification of performance obligations (‘obligations’) and the determination of standalone selling prices for the identified obligations. The determination of obligations is, for the primary goods and services sold by the Group, not considered to be a critical accounting judgement; the Group’s policy on identifying obligations is disclosed in note 2 ‘Revenue disaggregation and segmental analysis’. The determination of standalone selling prices for identified obligations is discussed below.

It is necessary to estimate the standalone price when the Group does not sell equivalent goods or services in similar circumstances on a standalone basis. When estimating the standalone price the Group maximises the use of external inputs; methods for estimating standalone prices include determining the standalone price of similar goods and services sold by the Group, observing the standalone prices for similar goods and services when sold by third parties or using a cost-plus reasonable margin approach (which is sometimes the case for devices and other equipment). Where it is not possible to reliably estimate standalone prices due to a lack of observable standalone sales or highly variable pricing, which is sometimes the case for services, the standalone price of an obligation may be determined as the transaction price less the standalone prices of other obligations in the contract. The standalone price determined for obligations materially impacts the allocation of revenue between obligations and impacts the timing of revenue when obligations are provided to customers at different times – for example, the allocation of revenue between devices, which are usually delivered up-front, and services which are typically delivered over the contract period. However, there is not considered to be a significant risk of material adjustment to the carrying value of contract-related assets or liabilities in the 12 months after the balance sheet date if these estimates were revised.

Lease accounting Lease accounting under IFRS 16 is complex and necessitates the collation and processing of very large amounts of data and the increased use of management judgements and estimates to produce financial information. The most significant accounting judgements are disclosed below.

Lease identification Whether the arrangement is considered a lease or a service contract depends on the analysis by management of both the legal form and substance of the arrangement between the Group and the counter-party to determine if control of an identified asset has been passed between the parties; if not, the arrangement is a service arrangement. Control exists if the Group obtains substantially all of the economic benefit from the use of the asset, and has the ability to direct its use, for a period of time. An identified asset exists where an agreement explicitly or implicitly identifies an asset or a physically distinct portion of an asset which the lessor has no substantive right to substitute.

The scenarios requiring the greatest judgement include those where the arrangement is for the use of fibre or other fixed telecommunication lines. Generally, where the Group has exclusive use of a physical line it is determined that the Group can also direct the use of the line and therefore leases will be recognised. Where the Group provides access to fibre or other fixed telecommunication lines to another operator on a wholesale basis the arrangement will generally be identified as a lease, whereas when the Group provides fixed line services to an end-user, generally control over such lines is not passed to the end-user and a lease is not identified.

The impact of determining whether an agreement is a lease or a service depends on whether the Group is a potential lessee or lessor in the arrangement and, where the Group is a lessor, whether the arrangement is classified as an operating or finance lease. The impacts for each scenario are described below where the Group is potentially:

- A lessee. The judgement impacts the nature and timing of both costs and reported assets and liabilities. A lease results in an asset and a liability being reported and depreciation and interest being recognised; the interest charge will decrease over the life of the lease. A service contract results in operating expenses being recognised evenly over the life of the contract and no assets or liabilities being recorded (other than trade payables, prepayments and accruals).

- An operating lessor. The judgement impacts the nature of income recognised. An operating lease results in lease income being recognised whilst a service contract results in service revenue. Both are recognised evenly over the life of the contract.

- A finance lessor. The judgement impacts the nature and timing of both income and reported assets. A finance lease results in the lease income being recognised at commencement of the lease and an asset (the net investment in the lease) being recorded.

Lease term Where leases include additional optional periods after an initial lease term, significant judgement is required in determining whether these optional periods should be included when determining the lease term. The impact of this judgement is significantly greater where the Group is a lessee. As a lessee, optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension option or will not exercise a termination option; this depends on an analysis by management of all relevant facts and circumstances including the leased asset’s nature and purpose, the economic and practical potential for replacing the asset and any plans that the Group has in place for the future use of the asset. Where a leased asset is highly customised (either when initially provided or as a result of leasehold improvements) or it is impractical or uneconomic to replace then the Group is more likely to judge that lease extension options are reasonably certain to be exercised. The value of the right-of-use asset and lease liability will be greater when extension options are included in the lease term. The normal approach adopted for lease term by asset class is described below.

Strategic report Governance Financials Other information134 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

134

Vodafone Group Plc Annual Report 2022 2020

1. Basis of preparation (continued)

Strategic report Governance Financials Other information134 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

135 Vodafone Group Plc Annual Report 2022

The lease terms can vary significantly by type and use of asset and geography. In addition, the exact lease term is subject to the non-cancellable period and rights and options in each contract. Generally, lease terms are judged to be the longer of the minimum lease term and:

- Between 5 and 10 years for land and buildings (excluding retail), with terms at the top end of this range if the lease relates to assets that are considered to be difficult to exit sooner for economic, practical or reputational reasons;

- To the next contractual lease break date for retail premises (excluding breaks within the next 12 months); - Where leases are used to provide internal connectivity the lease term for the connectivity is aligned to the lease term or useful economic life of

the assets connected; - The customer service agreement length for leases of local loop connections or other assets required to provide fixed line services to individual

customers; and

- Where there are contractual agreements to provide services using leased assets, the lease term for these assets is generally set in accordance with the above principles or for the lease term required to provide the services for the agreed service period, if longer.

In most instances the Group has options to renew or extend leases for additional periods after the end of the lease term which are assessed using the criteria above.

Lease terms are reassessed if a significant event or change in circumstances occurs relating to the leased assets that is within the control of the Group; such changes usually relate to commercial agreements entered into by the Group, or business decisions made by the Group. Where such changes change the Group’s assessment of whether it is reasonably certain to exercise options to extend, or not terminate leases, then the lease term is reassessed and the lease liability is remeasured, which in most cases will increase the lease liability.

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 involves estimation and judgement in respect of certain matters, being principally:

Recognition of deferred tax assets Significant items on which the Group has exercised accounting estimation and judgement include the recognition of deferred tax assets in respect of losses in Luxembourg, Germany, Italy and Spain as well as capital allowances in the United Kingdom. The recognition of deferred tax assets, particularly in respect of tax losses, is based upon whether management judge that it is probable that there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. The Group assesses the availability of future taxable profits using the same undiscounted five year forecasts for the Group’s operations as are used in the Group’s value in use calculations (see note 4 ‘Impairment losses’). In the case of Luxembourg, this includes forecasts of future income from the Group’s internal financing, centralised procurement and roaming activities.

Where tax losses are forecast to be recovered beyond the five year period, the availability of taxable profits is assessed using the cash flows and long-term growth rates used for the value in use calculations.

The estimated cash flows inherent in these forecasts include the unsystematic risks of operating in the telecommunications business including the potential impacts of changes in the market structure, trends in customer pricing, the costs associated with the acquisition and retention of customers, future technological evolutions and potential regulatory changes, such as our ability to acquire and/or renew spectrum licences.

Changes in the estimates which underpin the Group’s forecasts could have an impact on the amount of future taxable profits and could have a significant impact on the period over which the deferred tax asset would be recovered.

The Group only considers substantively enacted tax laws when assessing the amount and availability of tax losses to offset against the future taxable profits. See note 6 ‘Taxation’ to the consolidated financial statements.

See additional commentary relating to climate change on page 158.

Uncertain tax positions The tax impact of a transaction or item can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process. The Group uses in-house tax experts when assessing uncertain tax positions and seeks the advice of external professional advisors where appropriate. The most significant judgement in this area relates to the Group’s tax disputes in India, including the cases relating to the Group’s acquisition of Hutchison Essar Limited (Vodafone India). Further details of the tax disputes in India are included in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.

Business combinations and goodwill When the Group completes a business combination, the fair values of the identifiable assets and liabilities acquired, including intangible assets, are recognised. The determination of the fair values of acquired assets and liabilities is based, to a considerable extent, on management’s judgement. If the purchase consideration exceeds the fair value of the net assets acquired then the incremental amount paid is recognised as goodwill. If the purchase price consideration is lower than the fair value of the assets acquired then the difference is recorded as a gain in the income statement.

Allocation of the purchase price between finite lived assets (discussed below) and indefinite lived assets such as goodwill affects the subsequent results of the Group as finite lived intangible assets are amortised, whereas indefinite lived intangible assets, including goodwill, are not amortised.

See note 27 ‘Acquisitions and disposals’ to the consolidated financial statements for further details.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

134

Vodafone Group Plc Annual Report 2022 2020

1. Basis of preparation (continued)

Strategic report Governance Financials Other information135 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

136

Vodafone Group Plc Annual Report 2022 2020

1. Basis of preparation (continued)

Joint arrangements The Group participates in a number of joint arrangements where control of the arrangement is shared with one or more other parties. Judgement is required to classify joint arrangements in a separate legal entity as either a joint operation or as a joint venture, which depends on management’s assessment of the legal form and substance of the arrangement taking into account relevant facts and circumstances such as whether the owners have rights to substantially all the economic outputs and, in substance, settle the liabilities of the entity.

The classification can have a material impact on the consolidated financial statements. The Group’s share of assets, liabilities, revenue, expenses and cash flows of joint operations are included in the consolidated financial statements on a line-by-line basis, whereas the Group’s investment and share of results of joint ventures are shown within single line items in the consolidated statement of financial position and consolidated income statement respectively. See note 12 ‘Investments in associates and joint arrangements’ to the consolidated financial statements.

Finite lived intangible assets Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and the costs of purchasing and developing computer software.

Where intangible assets are acquired through business combinations and no active market for the assets exists, the fair value of these assets is determined by discounting estimated future net cash flows generated by the asset. Estimates relating to the future cash flows and discount rates used may have a material effect on the reported amounts of finite lived intangible assets.

Estimation of useful life The useful life over which intangible assets are amortised depends on management’s estimate of the period over which economic benefit will be derived from the asset. Useful lives are periodically reviewed to ensure that they remain appropriate. Management’s estimates of useful life have a material impact on the amount of amortisation recorded in the year, but there is not considered to be a significant risk of material adjustment to the carrying values of intangible assets in the year to 31 March 2023 if these estimates were revised. The basis for determining the useful life for the most significant categories of intangible assets are discussed below.

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.

Capitalised software For computer software, the estimated useful life is based on management’s view, considering historical experience with similar products as well as anticipation of future events which may impact their life such as changes in technology. The useful life will not exceed the duration of a licence.

Property, plant and equipment Property, plant and equipment represents 26.5% of the Group’s total assets (2021: 26.6%). Estimates and assumptions made may have a material impact on their carrying value and related depreciation charge. See note 11 ‘Property, plant and equipment’ to the consolidated financial statements for further details.

Estimation of useful life The depreciation charge for an asset is derived using estimates of its expected useful life and expected residual value, which are reviewed annually. Management’s estimates of useful life have a material impact on the amount of depreciation recorded in the year, but there is not considered to be a significant risk of material adjustment to the carrying values of property, plant and equipment in the year to 31 March 2023 if these estimates were revised.

Management determines the useful lives and residual values for assets when they are acquired, based on experience with similar assets and taking into account other relevant factors such as any expected changes in technology.

See additional commentary relating to climate change, below.

Post employment benefits Management uses estimates when determining the Group’s liabilities and expenses arising for defined benefit pension schemes. Management is required to estimate the future rates of inflation, salary increases, discount rates and longevity of members, each of which may have a material impact on the defined benefit obligations that are recorded. Further details, including a sensitivity analysis, are included in note 25 ‘Post employment benefits’ to the consolidated financial statements.

Contingent liabilities The Group exercises judgement to determine whether to recognise provisions and the exposures to contingent liabilities related to pending litigations or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities (see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements). Judgement is necessary to assess the likelihood that a pending claim will succeed, or a liability will arise.

Impairment reviews IFRS requires management to perform impairment tests annually for indefinite lived assets, for finite lived assets and for equity accounted investments, if events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Strategic report Governance Financials Other information136 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

136

Vodafone Group Plc Annual Report 2022 2020

1. Basis of preparation (continued)

Finite lived intangible assets Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and the costs of purchasing and developing computer software.

See additional commentary relating to climate change, below.

Strategic report Governance Financials Other information136 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

137 43

Vodafone Group Plc Annual Report 2022 2020202#D<varCY>

A lack of observable market data on fair values for equivalent assets means that the Group’s valuation approach for impairment testing focuses primarily on value in use. For a number of reasons, transaction values agreed as part of any business acquisition or disposal may be higher than the assessed value in use. Where the Group has interests in listed entities, market data, such as share price, is used to assess the fair value of those interests.

For operations that are classified as held for sale, management is required to determine whether the carrying value of the discontinued operation can be supported by the fair value less costs to sell. Where not observable in a quoted market, management has determined fair value less costs to sell by reference to the outcomes from the application of a number of potential valuation techniques, determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

Impairment testing requires management to judge whether the carrying value of assets can be supported by the net present value of future cash flows that they generate. Calculating the net present value of the future cash flows requires estimates to be made in respect of highly uncertain matters including management’s expectations of:

− Growth in adjusted EBITDAaL, calculated as adjusted operating profit before depreciation and amortisation;

− Timing and amount of future capital expenditure, licence and spectrum payments;

− Long-term growth rates; and

− Appropriate discount rates to reflect the risks involved. A long-term growth rate into perpetuity has been determined as the lower of:

− The nominal GDP growth rates for the country of operation; and

− The long-term compound annual growth rate in adjusted EBITDAaL in years six to ten, as estimated by management. Changing the assumptions selected by management, in particular the adjusted EBITDAaL and growth rate assumptions used in the cash flow projections, could significantly affect the Group’s impairment evaluation and hence reported assets and profits or losses. Further details, including a sensitivity analysis, are included in note 4 ‘Impairment losses’ to the consolidated financial statements.

See additional commentary relating to climate change, below.

Climate change The potential climate change-related risks and opportunities to which the Group is exposed, as identified by management, are disclosed in the Group’s TCFD disclosures on pages 66 and 67. Management has assessed the potential financial impacts relating to the identified risks, primarily considering the useful lives of, and retirement obligations for, property, plant and equipment, the possibility of impairment of goodwill and other long-lived assets and the recoverability of the Group’s deferred tax assets. Management has exercised judgement in concluding that there are no further material financial impacts of the Group’s climate-related risks and opportunities on the consolidated financial statements. These judgements will be kept under review by management as the future impacts of climate change depend on environmental, regulatory and other factors outside of the Group’s control which are not all currently known.

Significant accounting policies applied in the current reporting period that relate to the financial statements as a whole 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, subsidiaries controlled by the Company (see note 31 ‘Related undertakings’ to the consolidated financial statements), joint operations that are subject to joint control and the results of joint ventures and associates (see note 12 ‘Investments in associates and joint arrangements’ to the consolidated financial statements).

Foreign currencies The consolidated financial statements are presented in euro, which is also the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items 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 are analysed between translation differences and other changes in the carrying amount of the security. Translation differences are recognised in the consolidated income statement and other changes in carrying amount are recognised in the consolidated statement of comprehensive income.

Translation differences on non-monetary financial assets, such as investments in equity securities classified at fair value through other comprehensive income, are reported as part of the fair value gain or loss and are included in the consolidated statement of comprehensive income.

Share capital, share premium and other capital reserves are initially recorded at the functional currency rate prevailing at the date of the transaction and are not retranslated.

For the purpose of presenting consolidated financial statements, the assets and liabilities of entities with a functional currency other than euro are expressed in euro using exchange rates prevailing at the reporting period date.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

136

Vodafone Group Plc Annual Report 2022 2020

1. Basis of preparation (continued)

Finite lived intangible assets Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and the costs of purchasing and developing computer software.

See additional commentary relating to climate change, below.

Strategic report Governance Financials Other information137 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

138 Vodafone Group Plc Annual Report 2021 2020

1. Basis of preparation (continued)

Income and expense items and cash flows are translated at the average exchange rates for each month and exchange differences arising are recognised directly in other comprehensive income. On disposal of a foreign entity, the cumulative amount previously recognised in the consolidated statement of comprehensive income relating to that particular foreign operation is recognised in profit or loss in the consolidated income statement.

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.

The net foreign exchange loss recognised in the consolidated income statement for the year ended 31 March 2022 is €309 million (31 March 2021: €13 million loss; 2020: €146 million loss). The net gains and net losses are recorded within operating profit (2022: €24 million charge; 2021: €3 million credit; 2020: €61 million credit), financing costs (2022: €284 million charge; 2021: €23 million charge; 2020: €205 million charge) and income tax expense (2022: €1 million charge; 2021: €7 million credit; 2020: €2 million charge). The foreign exchange gains and losses included within other income and non-operating expense arise on the disposal of subsidiaries, interests in joint ventures, associates and investments from the recycling of foreign exchange gains and losses previously recognised in the consolidated statement of comprehensive income.

Current or non-current classification Assets are classified as current in the consolidated statement of financial position where recovery is expected within 12 months of the reporting date. All assets where recovery is expected more than 12 months from the reporting date and all deferred tax assets, goodwill and intangible assets, property, plant and equipment and investments in associates and joint ventures are reported as non-current.

Liabilities are classified as current unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. For provisions, where the timing of settlement is uncertain, amounts are classified as non-current where settlement is expected more than 12 months from the reporting date. In addition, deferred tax liabilities and post-employment benefits are reported as non-current.

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.

New accounting pronouncements adopted on 1 April 2021 The Group adopted the following new accounting policies on 1 April 2021 to comply with amendments to IFRS. The accounting pronouncements, none of which had a material impact on the Group’s financial reporting on adoption, are:

− Amendments to IFRS 16 ‘Covid-19-Related Rent Concessions’ and ‘Covid-19-Related Rent Concessions beyond 30 June 2021’; and

− Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 ‘Interest Rate Benchmark Reform - Phase 2’.

New accounting pronouncements and basis of preparation changes to be adopted on or after 1 April 2022 The IASB has issued the following pronouncements for annual periods beginning on or after 1 January 2022:

− Annual Improvements to IFRS Standards 2018-2020;

− Amendments to IAS 16 ‘Property, Plant and Equipment: Proceeds before Intended Use’;

− Amendments to IAS 37 ‘Onerous Contracts - Cost of Fulfilling a Contract’; and

− Amendments to IFRS 3 ‘Reference to the Conceptual Framework’. These amendments have been endorsed by the UK Endorsement Board. The Group’s financial reporting will be presented in accordance with the above new standards from 1 April 2022. The changes are not expected to have a material impact on the consolidated income statement, consolidated statement of financial position or consolidated statement of cash flows.

In addition, it is expected that Turkey will meet the requirements to be designated as a hyper-inflationary economy under IAS 29 ‘Financial Reporting in Hyper-Inflationary Economies’ in the quarter to 30 June 2022 and that the Group’s financial reporting relating to Turkey during the year ending 31 March 2023 will be in accordance with IAS 29. Under IAS 29, Turkish Lira results and non-monetary asset and liability balances are revalued to present value equivalent local currency amounts (adjusted based on an inflation index) before translation to euros at reporting-date exchange rates.

New accounting pronouncements to be adopted on or after 1 April 2023 The following new standards and narrow-scope amendments have been issued by the IASB and are effective for annual periods beginning on or after 1 January 2023; they were not endorsed by the EU at 31 December 2020 and have not yet been endorsed by the UK Endorsement Board.

− IFRS 17 ‘Insurance Contracts’ and Amendments to IFRS 17 ‘Insurance Contracts’;

− Amendments to IAS 1 ‘Classification of Liabilities as Current or Non-Current’;

− Amendments to IAS 1 ‘Disclosure of Accounting Policies’;

− Amendment to IAS 8 ‘Definition of Accounting Estimates’; and

− Amendment to IAS 12 ‘Deferred Tax related to Assets and Liabilities arising from a Single Transaction’. The Group is assessing the impact of these new standards and the Group’s financial reporting will be presented in accordance with these standards from 1 April 2023 as applicable.

Strategic report Governance Financials Other information138 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

138 Vodafone Group Plc Annual Report 2021 2020

1. Basis of preparation (continued)

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.

− Amendments to IFRS 16 ‘Covid-19-Related Rent Concessions’ and ‘Covid-19-Related Rent Concessions beyond 30 June 2021’; and

− Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 ‘Interest Rate Benchmark Reform - Phase 2’.

− Annual Improvements to IFRS Standards 2018-2020;

− Amendments to IAS 16 ‘Property, Plant and Equipment: Proceeds before Intended Use’;

− Amendments to IAS 37 ‘Onerous Contracts - Cost of Fulfilling a Contract’; and

− IFRS 17 ‘Insurance Contracts’ and Amendments to IFRS 17 ‘Insurance Contracts’;

− Amendments to IAS 1 ‘Classification of Liabilities as Current or Non-Current’;

− Amendments to IAS 1 ‘Disclosure of Accounting Policies’;

− Amendment to IAS 8 ‘Definition of Accounting Estimates’; and

Strategic report Governance Financials Other information138 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

139 Vodafone Group Plc Annual Report 2022

2. Revenue disaggregation and segmental analysis

The Group’s businesses are managed on a geographical basis. Selected financial data is presented on this basis below. Accounting policies

Revenue When the Group enters into an agreement with a customer, goods and services deliverable under the contract are identified as separate performance obligations (‘obligations’) to the extent that the customer can benefit from the goods or services on their own and that the separate goods and services are considered distinct from other goods and services in the agreement. Where individual goods and services do not meet the criteria to be identified as separate obligations they are aggregated with other goods and/or services in the agreement until a separate obligation is identified. The obligations identified will depend on the nature of individual customer contracts, but might typically be separately identified for mobile handsets, other equipment such as set-top boxes and routers provided to customers and services provided to customers such as mobile and fixed line communication services. Where goods and services have a functional dependency (for example, a fixed line router can only be used with the Group’s services) this does not, in isolation, prevent those goods or services from being assessed as separate obligations. Activities relating to connecting customers to the Group’s network for the future provision of services are not considered to meet the criteria to be recognised as obligations except to the extent that the control of related equipment passes to customers.

The Group determines the transaction price to which it expects to be entitled in return for providing the promised obligations to the customer based on the committed contractual amounts, net of sales taxes and discounts. Where indirect channel dealers, such as retailers, acquire customer contracts on behalf of the Group and receive commission, any commissions that the dealer is compelled to use to fund discounts or other incentives to the customer are treated as payments to the customer when determining the transaction price and consequently are not included in contract acquisition costs.

The transaction price is allocated between the identified obligations according to the relative standalone selling prices of the obligations. The standalone selling price of each obligation deliverable in the contract is determined according to the prices that the Group would achieve by selling the same goods and/or services included in the obligation to a similar customer on a standalone basis; where standalone selling prices are not directly observable, estimation techniques are used maximising the use of external inputs. See ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 for details. Revenue is recognised when the respective obligations in the contract are delivered to the customer and cash collection is considered probable. Revenue for the provision of services, such as mobile airtime and fixed line broadband, is recognised when the Group provides the related service during the agreed service period.

Revenue for device sales to end customers is generally recognised when the device is delivered to the end customer. For device sales made to intermediaries such as indirect channel dealers, revenue is recognised if control of the device has transferred to the intermediary and the intermediary has no right to return the device to receive a refund; otherwise revenue recognition is deferred until sale of the device to an end customer by the intermediary or the expiry of any right of return.

Where refunds are issued to customers they are deducted from revenue in the relevant service period.

When the Group has control of goods or services prior to delivery to a customer, then the Group is the principal in the sale to the customer. As a principal, receipts from, and payments to, suppliers are reported on a gross basis in revenue and operating costs. If another party has control of goods or services prior to transfer to a customer, then the Group is acting as an agent for the other party and revenue in respect of the relevant obligations is recognised net of any related payments to the supplier and recognised revenue represents the margin earned by the Group. See ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 for details.

Customers typically pay in advance for prepay mobile services and monthly for other communication services. Customers typically pay for handsets and other equipment either up-front at the time of sale or over the term of the related service agreement.

When revenue recognised in respect of a customer contract exceeds amounts received or receivable from a customer at that time a contract asset is recognised; contract assets will typically be recognised for handsets or other equipment provided to customers where payment is recovered by the Group via future service fees. If amounts received or receivable from a customer exceed revenue recognised for a contract, for example if the Group receives an advance payment from a customer, a contract liability is recognised.

When contract assets or liabilities are recognised, a financing component may exist in the contract; this is typically the case when a handset or other equipment is provided to a customer up-front but payment is received over the term of the related service agreement, in which case the customer is deemed to have received financing. If a significant financing component is provided to the customer, the transaction price is reduced and interest revenue is recognised over the customer’s payment period using an interest rate reflecting the relevant central bank rates and customer credit risk.

Contract-related costs When costs directly relating to a specific contract are incurred prior to recognising revenue for a related obligation, and those costs enhance the ability of the Group to deliver an obligation and are expected to be recovered, then those costs are recognised on the statement of financial position as fulfilment costs and are recognised as expenses in line with the recognition of revenue when the related obligation is delivered.

The direct and incremental costs of acquiring a contract including, for example, certain commissions payable to staff or agents for acquiring customers on behalf of the Group, are recognised as contract acquisition cost assets in the statement of financial position when the related payment obligation is recorded. Costs are recognised as an expense in line with the recognition of the related revenue that is expected to be earned by the Group; typically this is over the customer contract period as new commissions are payable on contract renewal. Certain amounts payable to agents are deducted from revenue recognised (see above).

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

138 Vodafone Group Plc Annual Report 2021 2020

1. Basis of preparation (continued)

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.

− Amendments to IFRS 16 ‘Covid-19-Related Rent Concessions’ and ‘Covid-19-Related Rent Concessions beyond 30 June 2021’; and

− Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 ‘Interest Rate Benchmark Reform - Phase 2’.

− Annual Improvements to IFRS Standards 2018-2020;

− Amendments to IAS 16 ‘Property, Plant and Equipment: Proceeds before Intended Use’;

− Amendments to IAS 37 ‘Onerous Contracts - Cost of Fulfilling a Contract’; and

− IFRS 17 ‘Insurance Contracts’ and Amendments to IFRS 17 ‘Insurance Contracts’;

− Amendments to IAS 1 ‘Classification of Liabilities as Current or Non-Current’;

− Amendments to IAS 1 ‘Disclosure of Accounting Policies’;

− Amendment to IAS 8 ‘Definition of Accounting Estimates’; and

Strategic report Governance Financials Other information139 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

140

Vodafone Group Plc Annual Report 2022 2020

2. Revenue disaggregation and segmental analysis (continued)

Revenue disaggregation and segmental income statement analysis

Revenue reported for the year includes revenue from contracts with customers, comprising service and equipment revenue, as well as other revenue items including revenue from leases and interest revenue arising from transactions with a significant financing component.

The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the updated segmental reporting structure.

Revenue from Total Service Equipment contracts with Other Interest segment Adjusted

31 March 2022 revenue revenue customers revenue1 revenue revenue EBITDAaL

€m €m €m €m €m €m €m

Germany 11,616 1,126 12,742 365 21 13,128 5,669 Italy 4,379 525 4,904 108 10 5,022 1,699 UK 5,154 1,333 6,487 69 33 6,589 1,395 Spain 3,714 369 4,083 73 24 4,180 957 Other Europe 5,001 528 5,529 105 19 5,653 1,606 Vodacom 4,635 950 5,585 384 24 5,993 2,125 Other Markets 3,420 404 3,824 6 – 3,830 1,335 Vantage Towers – – – 1,252 – 1,252 619 Common Functions2 522 53 575 838 1 1,414 (197) Eliminations (238) (1) (239) (1,242) – (1,481) – Group 38,203 5,287 43,490 1,958 132 45,580 15,208

The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the previous segmental reporting structure.

Revenue from Total

Service Equipment contracts with Other Interest segment Adjusted

31 March 2022 revenue revenue customers revenue1 revenue revenue EBITDAaL

€m €m €m €m €m €m €m

Germany 11,616 1,126 12,742 424 21 13,187 5,978 Italy 4,379 525 4,904 108 10 5,022 1,699 UK 5,154 1,333 6,487 69 33 6,589 1,457 Spain 3,714 369 4,083 92 24 4,199 1,041 Other Europe 5,001 528 5,529 189 19 5,737 1,770 Vodacom 4,635 950 5,585 384 24 5,993 2,125 Other Markets 3,420 404 3,824 6 – 3,830 1,335 Common Functions2 522 53 575 838 1 1,414 (197) Eliminations (238) (1) (239) (152) – (391) – Group 38,203 5,287 43,490 1,958 132 45,580 15,208

Notes: 1 Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’ (see note 20 ‘Leases’). 2 Comprises central teams and business functions.

Strategic report Governance Financials Other information140 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

140

Vodafone Group Plc Annual Report 2022 2020

2. Revenue disaggregation and segmental analysis (continued)

Revenue disaggregation and segmental income statement analysis

The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the updated segmental reporting structure.

Revenue from Total Service Equipment contracts with Other Interest segment Adjusted

31 March 2022 revenue revenue customers revenue1 revenue revenue EBITDAaL

€m €m €m €m €m €m €m

The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the previous segmental reporting structure.

Revenue from Total

Service Equipment contracts with Other Interest segment Adjusted

31 March 2022 revenue revenue customers revenue1 revenue revenue EBITDAaL

€m €m €m €m €m €m €m

Notes: 1 Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’ (see note 20 ‘Leases’). 2 Comprises central teams and business functions.

Strategic report Governance Financials Other information140 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

141 Vodafone Group Plc Annual Report 2022

The tables below present Revenue and Adjusted EBITDAaL comparative information for the years ended 31 March 2021 and 31 March 2020 under the previous segmental reporting structure.

Revenue from Total Service Equipment contracts with Other Interest segment Adjusted

31 March 2021 revenue revenue customers revenue1 revenue revenue EBITDAaL

€m €m €m €m €m €m €m

Germany 11,520 1,055 12,575 380 29 12,984 5,634 Italy 4,458 446 4,904 97 13 5,014 1,597 UK 4,848 1,206 6,054 44 53 6,151 1,367 Spain 3,788 292 4,080 64 22 4,166 1,044 Other Europe 4,859 549 5,408 124 17 5,549 1,760 Vodacom 4,083 800 4,883 282 16 5,181 1,873 Other Markets 3,312 441 3,753 12 – 3,765 1,228 Common Functions2 470 36 506 862 – 1,368 (117) Eliminations (197) (1) (198) (171) – (369) – Group 37,141 4,824 41,965 1,694 150 43,809 14,386

Revenue from Total

Service Equipment contracts with Other Interest segment Adjusted

31 March 2020 revenue revenue customers revenue1 revenue revenue EBITDAaL

€m €m €m €m €m €m €m

Germany 10,696 1,055 11,751 300 25 12,076 5,077 Italy 4,833 583 5,416 101 12 5,529 2,068 UK 5,020 1,333 6,353 63 68 6,484 1,500 Spain 3,904 318 4,222 51 23 4,296 1,009 Other Europe 4,890 539 5,429 94 18 5,541 1,738 Vodacom 4,470 864 5,334 190 7 5,531 2,088 Other Markets 3,796 552 4,348 36 2 4,386 1,400 Common Functions2 494 53 547 1,020 – 1,567 1 Eliminations (232) (2) (234) (202) – (436) – Group 37,871 5,295 43,166 1,653 155 44,974 14,881

Notes: 1 Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’ (see note 20 ‘Leases’). 2 Comprises central teams and business functions.

The total future revenue from the remaining term of Group’s contracts with customers for performance obligations not yet delivered to those customers at 31 March 2022 is €20,013 million (2021: €21,038 million; 2020: €20,336 million); of which €12,913 million (2021: €14,110 million; 2020: €13,456 million) is expected to be recognised within the next year and the majority of the remaining amount in the following 12 months.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

140

Vodafone Group Plc Annual Report 2022 2020

2. Revenue disaggregation and segmental analysis (continued)

Revenue disaggregation and segmental income statement analysis

The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the updated segmental reporting structure.

Revenue from Total Service Equipment contracts with Other Interest segment Adjusted

31 March 2022 revenue revenue customers revenue1 revenue revenue EBITDAaL

€m €m €m €m €m €m €m

The table below presents Revenue and Adjusted EBITDAaL for the year ended 31 March 2022 under the previous segmental reporting structure.

Revenue from Total

Service Equipment contracts with Other Interest segment Adjusted

31 March 2022 revenue revenue customers revenue1 revenue revenue EBITDAaL

€m €m €m €m €m €m €m

Notes: 1 Other revenue includes lease revenue recognised under IFRS 16 ‘Leases’ (see note 20 ‘Leases’). 2 Comprises central teams and business functions.

Strategic report Governance Financials Other information141 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

142

Vodafone Group Plc Annual Report 2022 2020

2. Revenue disaggregation and segmental analysis (continued)

Segmental analysis

The Group’s operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Group has determined the chief operating decision maker to be its Chief Executive. The Group has a single group of similar services and products, being the supply of communications services and related products.

Following the IPO of Vantage Towers A.G. (‘Vantage Towers’) in March 2021, the Group has updated its segmental reporting structure to reflect the way in which the Group now manages its operations with Vantage Towers now reported as a new segment within the Vodafone Group’s financial results. This change in reporting structure has taken effect for the year ended 31 March 2022 onwards. Total revenue is unaffected as charges from Vantage Towers to operating companies are eliminated on consolidation. There has been no change to the segmental presentation of amounts derived from the income statement for comparative periods, which remain as previously disclosed. Segmental information for the years ended 31 March 2021 and 31 March 2020 is presented on the previous basis of segmental reporting.

Revenue is attributed to a country based on the location of the Group company reporting the revenue. Transactions between operating segments are charged at arm’s-length prices.

With the exception of Vodacom, which is a legal entity encompassing South Africa and certain other smaller African markets, and Vantage Towers, which comprises companies providing mobile tower infrastructure in a number of European markets, segment information is primarily provided on the basis of geographic areas, being the basis on which the Group manages its worldwide interests.

The operating segments for Germany, Italy, UK, Spain, Vodacom and Vantage Towers are individually material for the Group and are each reporting segments for which certain financial information is provided. The aggregation of smaller operating segments into the Other Europe and Other Markets reporting segments reflects, in the opinion of management, the similar local market economic characteristics and regulatory environments for each of those operating segments as well as the similar products and services sold and comparable classes of customers. In the case of the Other Europe region (comprising Albania, Czech Republic, Greece, Hungary, Ireland, Portugal and Romania), this largely reflects membership or a close association with the European Union, while the Other Markets segment (comprising Egypt, Ghana and Turkey) largely includes developing economies with less stable economic or regulatory environments. Common Functions is a separate reporting segment and comprises activities which are undertaken primarily in central Group entities that do not meet the criteria for aggregation with other reporting segments.

A reconciliation of adjusted EBITDAaL, the Group’s measure of segment profit, to the Group’s profit or loss before taxation for the financial year is shown below.

2022 2021 2020 €m €m €m

Adjusted EBITDAaL 15,208 14,386 14,881 Restructuring costs (346) (356) (695) Interest on lease liabilities 398 374 330 Loss on disposal of owned assets (28) (30) (54) Depreciation and amortisation on owned assets (9,858) (10,187) (10,454) Share of results of equity accounted associates and joint ventures 211 342 (2,505) Impairment losses – – (1,685) Other income 79 568 4,281 Operating profit 5,664 5,097 4,099 Non-operating expense – – (3) Investment income 254 330 248 Finance costs (1,964) (1,027) (3,549) Profit before taxation 3,954 4,400 795

Strategic report Governance Financials Other information142 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

142

Vodafone Group Plc Annual Report 2022 2020

2. Revenue disaggregation and segmental analysis (continued)

Segmental analysis

Revenue is attributed to a country based on the location of the Group company reporting the revenue. Transactions between operating segments are charged at arm’s-length prices.

A reconciliation of adjusted EBITDAaL, the Group’s measure of segment profit, to the Group’s profit or loss before taxation for the financial year is shown below.

2022 2021 2020 €m €m €m

Strategic report Governance Financials Other information142 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

143 Vodafone Group Plc Annual Report 2022

Segmental assets The tables below present the segmental assets for the year ended 31 March 2022 in line with our updated segmental reporting structure and under the previous basis of segmental reporting.

Non-current Capital Right-of-use

Other additions to Depreciation

and

31 March 2022 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss

€m €m €m €m €m €m

Germany 43,190 2,670 795 – 3,981 – Italy 10,519 840 670 255 1,929 – UK 6,226 832 580 229 1,905 – Spain 6,433 676 422 291 1,499 – Other Europe 8,548 1,009 502 126 1,511 – Vodacom 6,383 853 187 – 920 – Other Markets 2,467 530 229 – 598 – Vantage Towers 8,179 366 320 – 523 – Common Functions 2,103 844 123 – 979 – Group 94,048 8,620 3,828 901 13,845 –

Non-current Capital Right-of-use Other additions to intangible assets3

Depreciation and

31 March 2022 assets1 additions2 asset additions amortisation Impairment loss

€m €m €m €m €m €m

Germany 47,310 2,885 909 – 4,112 – Italy 10,519 840 670 255 1,929 – UK 7,612 888 639 229 2,073 – Spain 7,066 704 478 291 1,567 – Other Europe 10,588 1,076 593 126 1,667 – Vodacom 6,383 853 187 – 920 – Other Markets 2,467 530 229 – 598 – Common Functions 2,103 844 123 – 979 – Group 94,048 8,620 3,828 901 13,845 –

Notes: 1 Comprises goodwill, other intangible assets and property, plant and equipment. 2 Includes additions to property, plant and equipment (excluding right-of-use assets,), computer software and development costs, reported within Intangible assets. 3 Includes additions to licences and spectrum and customer base acquisitions.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

142

Vodafone Group Plc Annual Report 2022 2020

2. Revenue disaggregation and segmental analysis (continued)

Segmental analysis

Revenue is attributed to a country based on the location of the Group company reporting the revenue. Transactions between operating segments are charged at arm’s-length prices.

A reconciliation of adjusted EBITDAaL, the Group’s measure of segment profit, to the Group’s profit or loss before taxation for the financial year is shown below.

2022 2021 2020 €m €m €m

Strategic report Governance Financials Other information143 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

144

Vodafone Group Plc Annual Report 2022 2020

2. Revenue disaggregation and segmental analysis (continued)

Segmental assets

The tables below present the comparative segmental assets for the years ended 31 March 2021 and 31 March 2020 under the previous segmental reporting structure.

Non-current Capital Right-of-use

Other additions to Depreciation

and

31 March 2021 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss

€m €m €m €m €m €m

Germany 47,563 2,772 1,133 1 4,836 – Italy 10,707 805 758 17 2,025 – UK 7,968 822 1,138 – 2,202 – Spain 7,213 772 700 9 1,579 – Other Europe 10,369 968 1,016 431 1,727 – Vodacom 5,839 703 174 – 872 – Other Markets 2,988 512 247 439 666 – Common Functions 2,145 829 140 – 194 – Group 94,792 8,183 5,306 897 14,101 –

Non-current Capital Right-of-use

Other additions to

Depreciation and

31 March 2020 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss

€m €m €m €m €m €m

Germany 48,266 2,278 912 1,613 4,805 – Italy 11,119 697 1,645 24 1,958 – UK 7,790 753 733 – 2,160 – Spain 7,229 761 386 – 1,763 (840) Other Europe 9,138 823 298 29 1,706 (740) Vodacom 5,400 802 174 55 939 – Other Markets 2,963 587 290 55 672 – Common Functions 2,217 821 155 – 171 (105) Group 94,122 7,522 4,593 1,776 14,174 (1,685)

Strategic report Governance Financials Other information144 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

144

Vodafone Group Plc Annual Report 2022 2020

2. Revenue disaggregation and segmental analysis (continued)

Segmental assets

The tables below present the comparative segmental assets for the years ended 31 March 2021 and 31 March 2020 under the previous segmental reporting structure.

Non-current Capital Right-of-use

Other additions to Depreciation

and

31 March 2021 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss

€m €m €m €m €m €m

Non-current Capital Right-of-use

Other additions to

Depreciation and

31 March 2020 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss

€m €m €m €m €m €m

Strategic report Governance Financials Other information144 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

145 Vodafone Group Plc Annual Report 2022

3. Operating profit

Detailed below are the key amounts recognised in arriving at our operating profit

2022 2021 2020 €m €m €m

Amortisation of intangible assets (note 10) 4,044 4,421 4,459 Depreciation of property, plant and equipment (note 11): Owned assets 5,857 5,766 5,995 Leased assets 3,944 3,914 3,720 Impairment losses (note 4) – – 1,685

Staff costs (note 24) 5,334 5,157 5,462 Amounts related to inventory included in cost of sales 5,671 5,160 5,699 Own costs capitalised attributable to the construction or acquisition of property, plant and equipment (1,092) (995) (902) Gain on disposal of Indus Towers Limited1 110 – – Pledge arrangements in respect of Indus Towers Limited1 (note 29) (15) (429) – Net gain on formation of TPG Telecom1 (note 12) – 1,043 – Net gain on formation of Indus Towers Limited1 (note 12) – 292 – Settlement of tender offer to KDG shareholders1 – (204) – Net gain on disposal of Vodafone New Zealand1 – – (1,078) Net gain on disposal of tower infrastructure in Italy1 – – (3,356) Net gain on disposal of Vodafone Malta1 – – (170) Note: 1 Included in Other income and expense in the Consolidated income statement.

The total remuneration of the Group’s auditor, Ernst & Young LLP and other member firms of Ernst & Young Global Limited, for services provided to the Group during the year ended 31 March 2022 is analysed below.

2022 2021 2020 Re-presented1 €m €m €m

Parent company 4 3 4 Subsidiaries2 19 18 17 Subsidiaries - new accounting standards3 – – 1 Audit fees4 23 21 22

Vantage Towers IPO5 – 11 5 Audit-related6 2 – 1 Corporate finance7 – – 1 Non-audit fees 2 11 7

Total fees 25 32 29

Notes: 1 Audit fees of subsidiaries for the year ended 31 March 2021 have increased by €1 million compared to the amount previously reported. Similarly, Vantage Towers IPO non-audit fees have

increased by €3 million. This is to include fees agreed during the year ended 31 March 2022 but which related to the year ended 31 March 2021. 2 During the year ended 31 March 2021, audit fees of €1 million were incurred for incremental financial statement audit services during the IPO of Vantage Towers A.G. 3 Fees for the implementation of new accounting standards, notably IFRS 15 ‘Revenue from Contracts with Customers’ and IFRS 16 ‘Leases’. 4 Includes fees in connection with the interim review, preliminary announcement and controls audit required under Section 404 of the Sarbanes Oxley Act. In total this amounted to €1 million in

each of the years presented. 5 Fees incurred for IPO services relating to the IPO of Vantage Towers A.G. on 18 March 2021. 6 Fees for statutory and regulatory filings during the year. 7 At the time of the Board decision to recommend Ernst & Young LLP as the statutory auditor for the year ended 31 March 2020 in February 2019, Ernst & Young LLP were providing a range of

services to the Group. All services that were prohibited by the Financial Reporting Council (‘FRC’) or Securities and Exchange Commission (‘SEC’) for a statutory auditor to provide ceased by 31 March 2019. All engagements that were not prohibited by the FRC or SEC but were not in accordance with the Group’s own internal approval policy for non-audit services, ceased early in the financial year ended 31 March 2020 to enable a smooth transition to alternative suppliers, where required.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

144

Vodafone Group Plc Annual Report 2022 2020

2. Revenue disaggregation and segmental analysis (continued)

Segmental assets

The tables below present the comparative segmental assets for the years ended 31 March 2021 and 31 March 2020 under the previous segmental reporting structure.

Non-current Capital Right-of-use

Other additions to Depreciation

and

31 March 2021 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss

€m €m €m €m €m €m

Non-current Capital Right-of-use

Other additions to

Depreciation and

31 March 2020 assets1 additions2 asset additions intangible assets3 amortisation Impairment loss

€m €m €m €m €m €m

Strategic report Governance Financials Other information145 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

146

Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses

Impairment occurs when the carrying value of assets is greater than the present value of the net cash flows they are expected to generate. We review the carrying value of assets for each country in which we operate at least annually. For further details of our impairment review process see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’ to the consolidated financial statements. Accounting policies

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. The determination of the Group’s cash-generating units is primarily based on the geographic area where the Group supplies communications services and products. If cash flows from assets within one jurisdiction are largely independent of the cash flows from other assets in that same jurisdiction and management monitors performance separately, multiple cash-generating units are identified within that geographic area.

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 reversible in subsequent periods.

The recoverable amount is the higher of fair value less costs of disposal 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.

Management prepares formal five year plans for the Group’s cash-generating units, which are the basis for the value in use calculations.

Property, plant and equipment, finite lived intangible assets and equity accounted investments At each reporting period date, the Group reviews the carrying amounts of its property, plant and equipment, finite lived intangible assets and equity-accounted investments 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 and an impairment loss is recognised immediately in the income statement.

Where there has been a change in the estimates used to determine recoverable amount and 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 cash-generating unit in prior years and an impairment loss reversal is recognised immediately in the income statement.

Impairment losses Following our annual impairment review, the impairment charges recognised in the consolidated income statement within operating profit are stated below. Further detail on the events and circumstances that led to the recognition of the impairment charges is included below.

2022 2021 2020 Cash-generating unit Reportable segment €m €m €m

Spain Spain – – 840 Ireland Other Europe – – 630 Romania Other Europe – – 110 Vodafone Automotive Common Functions – – 105

– – 1,685

Strategic report Governance Financials Other information146 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

146

Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses

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.

Management prepares formal five year plans for the Group’s cash-generating units, which are the basis for the value in use calculations.

2022 2021 2020 Cash-generating unit Reportable segment €m €m €m

Spain Spain – – 840 Ireland Other Europe – – 630 Romania Other Europe – – 110 Vodafone Automotive Common Functions – – 105

– – 1,685

Strategic report Governance Financials Other information146 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

147 Vodafone Group Plc Annual Report 2022

Goodwill The remaining carrying value of goodwill at 31 March was as follows:

2022 2021 €m €m

Germany 20,335 20,335 Vantage Towers Germany 2,565 2,565 Italy 2,481 2,481 Other 6,503 6,350

31,884 31,731

Key assumptions used in the value in use calculations The key assumptions used in determining the value in use are:

Assumption How determined

Projected adjusted EBITDAaL

Projected adjusted EBITDAaL has been based on past experience adjusted for the following: - In Europe, mobile revenue is expected to benefit from increased usage as customers transition to higher data

bundles, and new products and services are introduced. Fixed revenue is expected to continue to grow as penetration is increased and more products and services are sold to customers;

- Outside of Europe, revenue is expected to continue to grow as the penetration of faster data-enabled devices rises along with higher data bundle attachment rates, and new products and services are introduced. The Other Markets segment is also expected to benefit from increased usage and penetration of M-Pesa in Africa; and

- Margins are expected to be impacted by negative factors such as the cost of acquiring and retaining customers in increasingly competitive markets and by positive factors such as the efficiencies expected from the implementation of Group initiatives.

Projected capital expenditure

The cash flow forecasts for capital expenditure are based on past experience and include the ongoing capital expenditure required to maintain our networks, provide products and services in line with customer expectations, including of higher data volumes and speeds, and to meet the population coverage requirements of certain of the Group’s licences. In Europe, capital expenditure is required to roll out capacity-building next generation 5G and gigabit networks. Outside of Europe, capital expenditure will be required for the continued rollout of current and next generation mobile networks in emerging markets. Capital expenditure includes cash outflows for the purchase of property, plant and equipment and computer software.

Projected licence and spectrum payments

To enable the continued provision of products and services, the cash flow forecasts for licence and spectrum payments for each relevant cash-generating unit include amounts for expected renewals and newly available spectrum. Beyond the five year forecast period, a long-run cost of spectrum is assumed.

Long-term growth rate For the purposes of the Group’s value in use calculations, a long‑term growth rate into perpetuity is applied immediately at the end of the five year forecast period and is based on the lower of: - the nominal GDP growth rate forecasts for the country of operation; and - the long-term compound annual growth rate in adjusted EBITDAaL as estimated by management. Long-term compound annual growth rates determined by management may be lower than forecast nominal GDP growth rates due to the following market-specific factors: competitive intensity levels, maturity of business, regulatory environment or sector-specific inflation expectations.

Pre-tax risk adjusted discount rate

The discount rate applied to the cash flows of each of the Group’s cash-generating units is generally based on the risk free rate for ten year bonds issued by the government in the respective market. Where government bond rates contain a material component of credit risk, high-quality local corporate bond rates may be used. These rates are adjusted for a risk premium to reflect both the increased risk of investing in equities and the systematic risk of the specific cash-generating unit. In making this adjustment, inputs required are the equity market risk premium (that is the required return 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 cash-generating unit 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 cash-generating companies determined using an average of the betas of comparable listed 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 long-term average equity market risk premium and the market risk premiums typically used by valuations practitioners. The risk adjusted discount rate is also based on typical leverage ratios of telecommunications companies in each cash-generating units' respective market or region.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

146

Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses

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.

Management prepares formal five year plans for the Group’s cash-generating units, which are the basis for the value in use calculations.

2022 2021 2020 Cash-generating unit Reportable segment €m €m €m

Spain Spain – – 840 Ireland Other Europe – – 630 Romania Other Europe – – 110 Vodafone Automotive Common Functions – – 105

– – 1,685

Strategic report Governance Financials Other information147 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

148 Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses (continued)

Year ended 31 March 2022 The Group performs its annual impairment test for goodwill and indefinite lived intangible assets at 31 March and when there is an indicator of impairment of an asset. At each reporting period date judgement is exercised by management in determining whether any internal or external sources of information observed are indicative that the carrying amount of any of the Group’s cash generating units is not recoverable.

As a large owner of infrastructure and consumer of energy, the Group has exposure to climate change related risks such as energy cost increases, asset damage and service disruption. The long range plans used in the Group’s impairment testing include forecast energy costs and other costs that are embedded in the planning process to deliver the Group’s zero carbon targets. The long range plans also include capital expenditure in relation to the Group’s use of durable and energy efficient infrastructure and the costs of the Group’s extensive and ongoing network maintenance programme. Furthermore, the Group will continue to develop strong reactive initiatives to manage the unpredictable impacts of future climate-related risks. Climate change, therefore, has not had a material impact on the outcome of the Group’s impairment testing and the Group will continue to refine its approach to modelling climate-related risks and opportunities in the value in use calculations.

As the war in Ukraine continues, it is challenging to predict the full extent and duration of its impact on the economy and the Group’s businesses. However, to assess a potential impact of this on the Group’s impairment testing, management prepared scenario analysis based on adjustments to the long range plans for high level estimates of market risks impacted by the war. This analysis did not indicate a risk of impairment at 31 March 2022. Management will update the cash flows and assumptions used in the Group’s impairment testing at future reporting dates with latest best estimates.

No impairments were recognised for the Group’s cash generating units during the year to 31 March 2022.

Value in use assumptions The table below shows key assumptions used in the value in use calculations, and separately presented cash generating units for which the carrying amount of goodwill is significant in comparison with the Group’s total carrying amount of goodwill:

Assumptions used in value in use calculation

Germany Italy Vantage Towers

Germany Other % % % %

Pre-tax risk adjusted discount rate 7.4 9.3 6.1 6.2-22.5 Long-term growth rate 0.5 1.5 1.5 1.0-8.9 Projected adjusted EBITDAaL1 (0.1) (0.2) 11.0 (5.4)-13.0 Projected capital expenditure2 19.6-21.8 15.0-16.3 32.0-62.1 10.0-51.4

Sensitivity analysis The estimated recoverable amounts of the Group’s operations in Germany, Italy, the UK and Spain exceed their carrying values by €7.3 billion, €0.4 billion, €1.3 billion and €0.1 billion respectively. However, if the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2022.

Change required for carrying value to equal recoverable amount Germany Italy UK Spain pps pps pps pps

Pre-tax risk adjusted discount rate 1.4 0.3 1.3 0.1 Long-term growth rate (1.4) (0.3) (1.5) (0.1) Projected adjusted EBITDAaL1 (4.1) (0.9) (3.1) (0.4) Projected capital expenditure2 12.6 1.8 4.3 0.5

this disclosure Italy’s FY22 EBITDAaL excludes the TIM settlement. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans

used for impairment testing.

For the Group’s operations in Germany, Italy, the UK and Spain management has considered the following reasonably possible changes in pre- tax adjusted discount rate, adjusted EBITDAaL1 and long-term growth rate assumptions, leaving all other assumptions unchanged. The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table overleaf.

Management has concluded that no reasonably possible or foreseeable change in projected capital expenditure2 would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different to the base case disclosed overleaf.

Strategic report Governance Financials Other information148 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

148 Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses (continued)

No impairments were recognised for the Group’s cash generating units during the year to 31 March 2022.

Assumptions used in value in use calculation

Germany Italy Vantage Towers

Germany Other % % % %

Change required for carrying value to equal recoverable amount Germany Italy UK Spain pps pps pps pps

Pre-tax risk adjusted discount rate 1.4 0.3 1.3 0.1 Long-term growth rate (1.4) (0.3) (1.5) (0.1) Projected adjusted EBITDAaL1 (4.1) (0.9) (3.1) (0.4) Projected capital expenditure2 12.6 1.8 4.3 0.5

used for impairment testing.

Strategic report Governance Financials Other information148 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

149 Vodafone Group Plc Annual Report 2022

Recoverable amount less carrying value Germany Italy UK Spain €bn €bn €bn €bn

Base case as at 31 March 2022 7.3 0.4 1.3 0.1 Change in pre-tax risk adjusted discount rate Decrease by 1pps 14.9 1.7 2.8 1.0 Increase by 1pps 1.7 (0.7) 0.3 (0.6) Change in long-term growth rate Decrease by 1pps 1.6 (0.6) 0.4 (0.5) Increase by 1pps 15.6 1.7 2.8 0.9 Change in projected adjusted EBITDAaL1 Decrease by 5pps (1.4) (1.6) (0.7) (1.1) Increase by 5pps 17.9 2.8 3.8 1.5

Note: 1 Projected Adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. For the purposes of

this disclosure, EBITDAaL for Italy in the year ended 31 March 2022 excludes the TIM settlement.

Year ended 31 March 2021 The disclosures below for the year ended 31 March 2021 are as previously disclosed in the 31 March 2021 Annual Report.

Following the carve-out of Vodafone’s tower infrastructure to Vantage Towers A.G. (‘Vantage Towers’) during the year in Germany, Spain, Portugal, Ireland, Greece, Romania, Czech Republic and Hungary and the acquisitions by Vantage Towers of Vodafone UK’s 50% shareholding in Cornerstone Telecommunications Infrastructure Limited (‘CTIL’) and the remaining shareholding in the Vantage Towers Greece, management considers Vodafone’s operating companies and Vantage Tower’s operating companies in the affected geographical areas to represent two cash-generating units for the purpose of impairment testing as at 31 March 2021. Vodafone’s investment in Infrastrutture Wireless Italiane S.p.A. (‘INWIT’) was also transferred to Vantage Towers during the year.

Goodwill has been allocated on a relative values basis to the Vantage Towers cash-generating units, where applicable, as part of the tower business carve out from Vodafone’s operations. The cash-generating units described below relate to Vodafone’s mobile and fixed line trading businesses, unless otherwise indicated as being part of Vantage Towers.

Value in use assumptions The table below shows key assumptions used in the value in use calculations.

Assumptions used in value in use calculation

Germany Italy Spain Ireland Romania Vantage Towers

Germany % % % % % %

Pre-tax risk adjusted discount rate 7.4 10.5 9.2 7.7 9.9 6.0 Long-term growth rate 0.5 0.5 0.5 0.5 1.0 1.5 Projected adjusted EBITDAaL1 1.2 2.1 4.9 0.5 0.9 8.4 Projected capital expenditure2 19.7-21.5 14.4-15.9 15.7-17.6 12.6-15.1 12.3-15.2 39.1-56.2

has been made to true-up 31 March 2021 Adjusted EBITDAaL to a full year where the towers business carve-out occurred during the year. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans

used for impairment testing.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

148 Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses (continued)

No impairments were recognised for the Group’s cash generating units during the year to 31 March 2022.

Assumptions used in value in use calculation

Germany Italy Vantage Towers

Germany Other % % % %

Change required for carrying value to equal recoverable amount Germany Italy UK Spain pps pps pps pps

Pre-tax risk adjusted discount rate 1.4 0.3 1.3 0.1 Long-term growth rate (1.4) (0.3) (1.5) (0.1) Projected adjusted EBITDAaL1 (4.1) (0.9) (3.1) (0.4) Projected capital expenditure2 12.6 1.8 4.3 0.5

used for impairment testing.

Strategic report Governance Financials Other information149 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

150

Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses (continued)

Sensitivity analysis The estimated recoverable amounts of the Group’s operations in Germany, Italy, Spain, Ireland, Romania and Vantage Towers Germany exceed their carrying values by €7.4 billion, €0.6 billion, €0.3 billion, €0.1 billion, €0.1 billion and €3.5 billion, respectively. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2021.

Change required for carrying value to equal recoverable amount

Germany Italy Spain Ireland Romania Vantage Towers

Germany pps pps pps pps pps pps

Pre-tax risk adjusted discount rate 1.3 0.7 0.4 0.7 0.7 5.2 Long-term growth rate (1.3) (0.8) (0.5) (0.7) (0.9) (4.9) Projected adjusted EBITDAaL1 (4.0) (1.5) (1.5) (1.6) (1.9) (19.3) Projected capital expenditure2 12.7 3.0 1.6 2.8 1.9 162.6

Management considered the following reasonably possible changes in key assumptions for projected adjusted EBITDAaL1 and long-term growth rate, leaving all other assumptions unchanged. Consistent with the prior year, and due to the uncertainty of future COVID-19 impacts, management’s range of reasonably possible changes in projected adjusted EBITDAaL is plus or minus 5 percentage points (2020: +/- 5 percentage points). The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table below.

Management believes that no reasonably possible or foreseeable change in the pre-tax adjusted discount rate or projected capital expenditure2 would cause the difference between the carrying value and recoverable amount for any cash-generating unit to be materially different from the base case disclosed below. Recoverable amount less carrying value

Germany Italy Spain Ireland Romania Vantage Towers

Germany €bn €bn €bn €bn €bn €bn

Base case as at 31 March 2021 7.4 0.6 0.3 0.1 0.1 3.5 Change in projected adjusted EBITDAaL1 Decrease by 5pps (1.6) (1.3) (0.6) (0.2) (0.1) 2.4 Increase by 5pps 18.2 2.9 1.4 0.5 0.3 5.0 Change in long-term growth rate Decrease by 1pps 1.5 (0.1) (0.3) – – 2.2 Increase by 1pps 16.0 1.6 1.0 0.3 0.2 6.1

The carrying values for Vodafone UK, Portugal, Czech Republic, and Hungary include goodwill arising from acquisitions and/or the purchase of operating licences or spectrum rights. The recoverable amounts for these operating companies are also not materially greater than their carrying values and accordingly are disclosed below.

If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised in the year ended 31 March 2021.

Change required for carrying value to equal recoverable amount UK Portugal Czech Republic Hungary pps pps pps pps

Pre-tax risk adjusted discount rate 0.8 0.9 1.2 0.3 Long-term growth rate (0.8) (1.0) (1.3) (0.4) Projected adjusted EBITDAaL1 (1.7) (2.2) (3.0) (0.7) Projected capital expenditure2 2.5 3.7 7.5 1.5

has been made to true up 31 March 2021 adjusted EBITDAaL to a full year where the towers business carve-out occurred during the year. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans

used for impairment testing.

Strategic report Governance Financials Other information150 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

150

Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses (continued)

Change required for carrying value to equal recoverable amount

Germany Italy Spain Ireland Romania Vantage Towers

Germany pps pps pps pps pps pps

Germany Italy Spain Ireland Romania Vantage Towers

Germany €bn €bn €bn €bn €bn €bn

Change required for carrying value to equal recoverable amount UK Portugal Czech Republic Hungary pps pps pps pps

Pre-tax risk adjusted discount rate 0.8 0.9 1.2 0.3 Long-term growth rate (0.8) (1.0) (1.3) (0.4) Projected adjusted EBITDAaL1 (1.7) (2.2) (3.0) (0.7) Projected capital expenditure2 2.5 3.7 7.5 1.5

used for impairment testing.

Strategic report Governance Financials Other information150 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

151 Vodafone Group Plc Annual Report 2022

Year ended 31 March 2020 The disclosures below for the year ended 31 March 2020 are as previously disclosed in the 31 March 2020 Annual Report.

For the year ended 31 March 2020, the Group recorded impairment charges of €0.8 billion, €0.6 billion, €0.1 billion and €0.1 billion with respect to the Group’s investments in Spain, Ireland, Romania and Vodafone Automotive respectively. The impairment charges relate solely to goodwill and are recognised in the consolidated income statement within operating profit/(loss). The recoverable amounts for Spain, Ireland, Romania and Vodafone Automotive are €5.6 billion, €1.2 billion, €0.9 billion and €0.0 billion respectively, and based on value in use calculations.

The COVID-19 outbreak developed rapidly in early 2020. Many countries have required businesses to limit or suspend operations and implemented travel restrictions and quarantine measures. The measures taken to contain the virus have adversely affected economic activity and disrupted many businesses. As the outbreak continues to progress and evolve, it is extremely challenging to predict the full extent and duration of its impact on Vodafone’s businesses and the countries where Vodafone operates. Based on information available as at 31 March 2020, management made additional adjustments to the five year business plans used in the Group’s impairment testing in order to reflect the estimated impact. The impairment charges recognised and discussed immediately below, were based on expected cash flows after applying these adjustments.

Challenging trading and economic conditions in Spain materialised in the prior financial year and management recognised an impairment charge following a reduction in projected cash flows. During the year ended 31 March 2020 there was an observable repositioning towards low- cost brands and competitive intensity within the multi-branded market was expected to remain elevated in the medium term. These factors led to management projecting lower cash flows and recognising an impairment charge with respect to the Group’s investment in Spain.

The impairment charge recognised with respect to Ireland was attributable to increased competition and the aforementioned increased economic uncertainty. As a consequence, growth and ARPUs were expected to be lower. Management reflected these assumptions in expected cash flows.

The impairment charges recognised with respect to Romania and Vodafone Automotive reflect management’s latest assessment of likely trading and economic conditions in the five year business plan. Management’s view of the long-term potential in these markets remains unchanged.

The European Liberty Global assets acquired in July 2019 were subsumed within existing cash-generating units in Germany, Czech Republic, Hungary and Romania. The primary reason for acquiring the businesses was to create a converged national provider of digital infrastructure in Germany, together with creating converged communications operators in the Czech Republic, Hungary and Romania. Following the integration of the acquired businesses, management considered the cash flows within these cash-generating units to be largely interdependent and monitors performance on a country-level basis.

On 31 March 2020, the Group merged its passive tower infrastructure in Italy with INWIT. On the date of the merger, management monitored performance of its operations in Italy on a country-wide basis and considered Vodafone Italy, including its passive tower infrastructure, to be one cash-generating unit for the purpose of impairment testing as at 31 March 2020. No impairment in relation to Vodafone Italy would be necessary if impairment testing was performed on a post-merger basis at 31 March 2020.

Value in use assumptions The table below shows key assumptions used in the value in use calculations.

Assumptions used in value in use calculation

Germany Italy Spain Ireland Romania Vodafone

Automotive % % % % % %

Pre-tax risk adjusted discount rate 7.5 10.3 9.2 7.6 10.2 9.1 Long-term growth rate 0.5 0.5 0.5 0.5 1.0 1.9 Projected adjusted EBITDAaL1 3.8 0.2 8.2 3.0 8.0 31.3 Projected capital expenditure2 20.1-20.7 12.5-13.4 16.2-18.1 10.7-15.2 13.7-18.5 14.1-23.4

Notes: 1 Projected Adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans

used for impairment testing.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

150

Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses (continued)

Change required for carrying value to equal recoverable amount

Germany Italy Spain Ireland Romania Vantage Towers

Germany pps pps pps pps pps pps

Germany Italy Spain Ireland Romania Vantage Towers

Germany €bn €bn €bn €bn €bn €bn

Change required for carrying value to equal recoverable amount UK Portugal Czech Republic Hungary pps pps pps pps

Pre-tax risk adjusted discount rate 0.8 0.9 1.2 0.3 Long-term growth rate (0.8) (1.0) (1.3) (0.4) Projected adjusted EBITDAaL1 (1.7) (2.2) (3.0) (0.7) Projected capital expenditure2 2.5 3.7 7.5 1.5

used for impairment testing.

Strategic report Governance Financials Other information151 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

152

Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses (continued)

Sensitivity analysis The estimated recoverable amount of the Group’s operations in Germany and Italy exceed their carrying values by €6.6 billion and €1.8 billion respectively. If the assumptions used in the impairment review were changed to a greater extent than as presented in the following table, the changes would, in isolation, lead to an impairment loss being recognised for the year ended 31 March 2020.

Change required for carrying value to

equal recoverable amount Germany Italy pps pps

Pre-tax risk adjusted discount rate 1.1 1.7 Long-term growth rate (1.0) (2.0) Projected adjusted EBITDAaL1 (3.2) (3.1) Projected capital expenditure2 11.4 7.9

Management considered the following reasonably possible changes in the key adjusted EBITDAaL1 and long-term growth rate assumptions, leaving all other assumptions unchanged. Due to increased uncertainty following the COVID-19 outbreak, management has widened the range of reasonably possible changes in the key adjusted EBITDAaL growth rate assumption to plus or minus 5 percentage points (2019: 2 percentage points). The sensitivity analysis presented is prepared on the basis that the reasonably possible change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. The associated impact on the impairment assessment is presented in the table below, with the exception of Vodafone Automotive, where no reasonably possible change in the key assumptions would materially change the impairment charge recognised.

Recoverable amount less carrying value (prior to recognition of impairment charges) Germany Italy Spain Ireland Romania €bn €bn €bn €bn €bn

Base case as at 31 March 2020 6.6 1.8 (0.8) (0.6) (0.1) Change in projected adjusted EBITDAaL1 Decrease by 5pps (3.3) (1.0) (2.3) (1.1) (0.3) Increase by 5pps 18.4 5.1 0.9 – 0.1 Change in long-term growth rate Decrease by 1pps 0.2 0.8 (1.5) (0.8) (0.2) Increase by 1pps 15.8 3.0 – (0.4) –

The carrying values for Vodafone UK, Portugal, Czech Republic and Hungary include goodwill arising from acquisitions and/or the purchase of operating licences or spectrum rights. While the recoverable amounts for these operating companies are not materially greater than their carrying value, each has a lower risk of giving rise to an impairment that would be material to the Group given their relative size or the composition of their carrying value.

Change required for carrying value to equal recoverable amount UK Portugal Czech Republic Hungary pps pps pps pps

Pre-tax risk adjusted discount rate 1.1 1.5 1.7 1.9 Long-term growth rate (1.3) (1.6) (1.8) (2.2) Projected adjusted EBITDAaL1 (2.3) (3.4) (4.0) (3.9) Projected capital expenditure2 4.5 7.1 12.5 9.1

Notes: 1 Projected adjusted EBITDAaL is expressed as the compound annual growth rates in the initial five years for all cash-generating units of the plans used for impairment testing. 2 Projected capital expenditure, which excludes licences and spectrum, is expressed as capital expenditure as a percentage of revenue in the initial five years for all cash-generating units of the plans

used for impairment testing.

VodafoneZiggo The recoverable amount for VodafoneZiggo is not materially greater than its carrying value. If adverse impacts of economic, competitive, regulatory or other factors were to cause significant deterioration in the operations of VodafoneZiggo and the entity’s expected future cash flows, this may lead to an impairment loss being recognised.

Strategic report Governance Financials Other information152 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

152

Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses (continued)

Change required for carrying value to

equal recoverable amount Germany Italy pps pps

Pre-tax risk adjusted discount rate 1.1 1.7 Long-term growth rate (1.0) (2.0) Projected adjusted EBITDAaL1 (3.2) (3.1) Projected capital expenditure2 11.4 7.9

Recoverable amount less carrying value (prior to recognition of impairment charges) Germany Italy Spain Ireland Romania €bn €bn €bn €bn €bn

Change required for carrying value to equal recoverable amount UK Portugal Czech Republic Hungary pps pps pps pps

Pre-tax risk adjusted discount rate 1.1 1.5 1.7 1.9 Long-term growth rate (1.3) (1.6) (1.8) (2.2) Projected adjusted EBITDAaL1 (2.3) (3.4) (4.0) (3.9) Projected capital expenditure2 4.5 7.1 12.5 9.1

used for impairment testing.

Strategic report Governance Financials Other information152 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

153 Vodafone Group Plc Annual Report 2022

5. Investment income and financing costs

Investment income comprises interest received from short-term investments and other receivables. Financing costs mainly arise from interest due on bonds and commercial paper issued, bank loans and the results of hedging transactions used to manage foreign exchange and interest rate movements.

2022 2021 2020 €m €m €m

Investment income Financial assets measured at amortised cost 249 306 157 Financial assets measured at fair value through profit and loss 5 24 91 254 330 248 Financing costs Financial liabilities measured at amortised cost Bonds 1,546 1,722 1,580 Lease liabilities 398 374 330 Bank loans and other liabilities1 469 463 626 Interest on derivatives (428) (485) (354) Mark-to-market on derivatives (341) (1,070) 1,162 Financial assets measured at fair value through profit and loss 36 – – Foreign exchange 284 23 205

1,964 1,027 3,549 Net financing costs 1,710 697 3,301 Note: 1 Interest capitalised for the year ended 31 March 2022 was €17 million (2021: €17 million, 2020: €25 million)

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

152

Vodafone Group Plc Annual Report 2022 2020

4. Impairment losses (continued)

Change required for carrying value to

equal recoverable amount Germany Italy pps pps

Pre-tax risk adjusted discount rate 1.1 1.7 Long-term growth rate (1.0) (2.0) Projected adjusted EBITDAaL1 (3.2) (3.1) Projected capital expenditure2 11.4 7.9

Recoverable amount less carrying value (prior to recognition of impairment charges) Germany Italy Spain Ireland Romania €bn €bn €bn €bn €bn

Change required for carrying value to equal recoverable amount UK Portugal Czech Republic Hungary pps pps pps pps

Pre-tax risk adjusted discount rate 1.1 1.5 1.7 1.9 Long-term growth rate (1.3) (1.6) (1.8) (2.2) Projected adjusted EBITDAaL1 (2.3) (3.4) (4.0) (3.9) Projected capital expenditure2 4.5 7.1 12.5 9.1

used for impairment testing.

Strategic report Governance Financials Other information153 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

154

Vodafone Group Plc Annual Report 2022 2020

6. Taxation

This note explains how our Group tax charge arises. The deferred tax section of the note also provides information on our expected future tax charges and sets out the tax assets held across the Group together with our view on whether or not we expect to be able to make use of these in the future. Accounting policies Income tax expense represents the sum of the current and deferred taxes.

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 tax rates and laws that have been enacted or substantively enacted by the reporting period date.

The Group recognises provisions for uncertain tax positions when the Group has a present obligation as a result of a past event and management judge that it is probable that there will be a future outflow of economic benefits from the Group to settle the obligation. Uncertain tax positions are assessed and measured on an issue by issue basis within the jurisdictions that we operate either using management’s estimate of the most likely outcome where the issues are binary, or the expected value approach where the issues have a range of possible outcomes. The Group recognises interest on late paid taxes as part of financing costs, and any penalties, if applicable, as part of the income tax expense.

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 statement of financial position 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 temporary differences or 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 non-tax deductible goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint arrangements, 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 reporting period date and adjusted to reflect changes in the Group’s assessment 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 reporting period date.

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 to other comprehensive income or directly to equity, in which case the tax is recognised in other comprehensive income or in equity.

Income tax expense 2022 2021 2020

€m €m €m

United Kingdom corporation tax expense/(credit): Current year 22 24 42 Adjustments in respect of prior years 17 3 (6)

39 27 36 Overseas current tax expense/(credit):

Current year 993 872 900 Adjustments in respect of prior years 81 (30) 80

1,074 842 980 Total current tax expense 1,113 869 1,016 Deferred tax on origination and reversal of temporary differences:

United Kingdom deferred tax (791) (94) (318) Overseas deferred tax 1,008 3,089 552

Total deferred tax expense 217 2,995 234 Total income tax expense 1,330 3,864 1,250

UK operating profits are more than offset by statutory allowances for capital investment in the UK network and systems plus ongoing interest costs including those arising from the €10.7 billion of spectrum payments to the UK government in 2000, 2013 and 2018.

Strategic report Governance Financials Other information154 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

154

Vodafone Group Plc Annual Report 2022 2020

6. Taxation

Income tax expense 2022 2021 2020

€m €m €m

United Kingdom corporation tax expense/(credit): Current year 22 24 42 Adjustments in respect of prior years 17 3 (6)

39 27 36 Overseas current tax expense/(credit):

Current year 993 872 900 Adjustments in respect of prior years 81 (30) 80

1,074 842 980 Total current tax expense 1,113 869 1,016 Deferred tax on origination and reversal of temporary differences:

United Kingdom deferred tax (791) (94) (318) Overseas deferred tax 1,008 3,089 552

Total deferred tax expense 217 2,995 234 Total income tax expense 1,330 3,864 1,250

Strategic report Governance Financials Other information154 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

155 Vodafone Group Plc Annual Report 2022

Tax charged/(credited) directly to other comprehensive income 2022 2021 2020 €m €m €m

Current tax – (17) (26) Deferred tax 648 (1,009) 830 Total tax charged/(credited) directly to other comprehensive income 648 (1,026) 804

Tax credited directly to equity

2022 2021 2020 €m €m €m

Deferred tax – (2) – Total tax credited directly to equity – (2) –

Factors affecting the tax expense for the year The table below explains the differences between the expected tax expense, being the aggregate of the Group’s geographical split of profits multiplied by the relevant local tax rates and the Group’s total tax expense for each year.

2022 2021 2020 €m €m €m (restated)*

Continuing profit before tax as shown in the consolidated income statement 3,954 4,400 795 Aggregated expected income tax expense 1,191 1,124 226 Impairment losses with no tax effect – – 332

Disposal of Group investments(1) (8) (332) (1,113) Effect of taxation of associates and joint ventures, reported within profit before tax (66) 56 728 Deferred tax charge/(credit) following revaluation of investments in Luxembourg 1,455 2,120* (348) Previously unrecognised temporary differences we expect to use in the future, including in Luxembourg

(708) (45) (14)

Previously recognised temporary differences and losses we no longer expect to use in the future

74 699* –

Current year temporary differences (including losses) that we currently do not expect to use 116 170 352 Adjustments in respect of prior year tax liabilities 13 (10) (86) Impact of tax credits and irrecoverable taxes 74 90 52 Deferred tax on overseas earnings 2 – 3 Effect of current year changes in statutory tax rates on deferred tax balances (2) (667) (45) 757 Financing costs not deductible/(taxable) for tax purposes 46 (62) 174 Revaluation of assets for tax purposes in Italy and Turkey (357) – – Expenses not deductible for tax purposes 165 99 187 Income tax expense 1,330 3,864 1,250 Notes: * During the year ended 31 March 2022, we revised the calculation of certain impairment reversals recognised by our Luxembourg holding companies for the year ended 31 March 2021; this had

no impact on the amount of deferred tax assets recognised at that date but has changed the amount of our unrecognised deferred tax assets by €0.7 billion (unrecognised losses of €2.8 billion).. Further details can be found on page 158. We have adjusted certain 31 March 2021 disclosures as denoted by an *.

1 2021 includes the tax exempt gains relating to the TPG Telecom Limited merger in Australia and Indus Towers Limited in India. 2020 relates to tax exempt disposal gains on Vodafone New Zealand, Vodafone Malta and the merger of the Italian towers with INWIT.

2 2022 includes the increase in future UK tax rate to 25%. 2020 includes the impact of a lower corporate tax rate in Luxembourg and the retention of the 19% corporate tax rate in the UK.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

154

Vodafone Group Plc Annual Report 2022 2020

6. Taxation

Income tax expense 2022 2021 2020

€m €m €m

United Kingdom corporation tax expense/(credit): Current year 22 24 42 Adjustments in respect of prior years 17 3 (6)

39 27 36 Overseas current tax expense/(credit):

Current year 993 872 900 Adjustments in respect of prior years 81 (30) 80

1,074 842 980 Total current tax expense 1,113 869 1,016 Deferred tax on origination and reversal of temporary differences:

United Kingdom deferred tax (791) (94) (318) Overseas deferred tax 1,008 3,089 552

Total deferred tax expense 217 2,995 234 Total income tax expense 1,330 3,864 1,250

Strategic report Governance Financials Other information155 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

156

Vodafone Group Plc Annual Report 2022 2020

6. Taxation (continued)

Deferred tax

Analysis of movements in the net deferred tax asset balance during the year:

€m

1 April 2021 19,474 Foreign exchange movements (29) Charged to the income statement (217) Charged directly to OCI (648) Charged directly to equity – Arising on acquisitions and disposals (11) 31 March 20221 18,569

Deferred tax assets and liabilities, before offset of balances within countries, are as follows:

Amount Net credited/ recognised (expensed) Gross Gross Less deferred tax in income deferred deferred tax amounts (liability)/ statement tax asset liability unrecognised asset €m €m €m €m €m

Accelerated tax depreciation 672 2,589 (1,361) (58) 1,170 Intangible assets 643 666 (1,801) 11 (1,124) Tax losses (1,450) 28,977 – (10,341) 18,636 Treasury related items (90) 616 (372) (562) (318) Temporary differences relating to revenue recognition (9) 3 (666) – (663) Temporary differences relating to leases (3) 1,754 (1,577) – 177 Other temporary differences 20 1,148 (379) (78) 691 31 March 20221 (217) 35,753 (6,156) (11,028) 18,569

Analysed in the balance sheet, after offset of balances within countries, as:

€m

Deferred tax asset 19,089 Deferred tax liability (520) 31 March 20221 18,569

At 31 March 2021, deferred tax assets and liabilities, before offset of balances within countries, were as follows: Amount Net

credited/ recognised (expensed) Gross Gross Less deferred tax in income deferred deferred tax amounts (liability)/ statement tax asset* liability* unrecognised* asset €m €m €m €m €m

Accelerated tax depreciation 716 2,331 (2,034) (9) 288 Intangible assets 336 434 (1,938) 13 (1,491) Tax losses (3,292) 30,490 – (10,400) 20,090 Treasury related items (9) 761 (37) (392) 332 Temporary differences relating to revenue recognition (84) 3 (651) – (648) Temporary differences relating to leases (34) 1,758 (1,568) – 190 Other temporary differences (627) 1,095 (335) (47) 713 31 March 20211 (2,994) 36,872 (6,563) (10,835) 19,474

At 31 March 2021, analysed in the balance sheet, after offset of balances within countries, as:

€m

Deferred tax asset 21,569 Deferred tax liability (2,095) 31 March 20211 19,474 Note: 1 The Group does not discount deferred tax assets. This is in accordance with IAS 12.

Strategic report Governance Financials Other information156 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

156

Vodafone Group Plc Annual Report 2022 2020

6. Taxation (continued)

Deferred tax

Analysis of movements in the net deferred tax asset balance during the year:

€m

Deferred tax assets and liabilities, before offset of balances within countries, are as follows:

Amount Net credited/ recognised (expensed) Gross Gross Less deferred tax in income deferred deferred tax amounts (liability)/ statement tax asset liability unrecognised asset €m €m €m €m €m

Analysed in the balance sheet, after offset of balances within countries, as:

€m

Deferred tax asset 19,089 Deferred tax liability (520) 31 March 20221 18,569

At 31 March 2021, deferred tax assets and liabilities, before offset of balances within countries, were as follows: Amount Net

credited/ recognised (expensed) Gross Gross Less deferred tax in income deferred deferred tax amounts (liability)/ statement tax asset* liability* unrecognised* asset €m €m €m €m €m

At 31 March 2021, analysed in the balance sheet, after offset of balances within countries, as:

€m

Deferred tax asset 21,569 Deferred tax liability (2,095) 31 March 20211 19,474 Note: 1 The Group does not discount deferred tax assets. This is in accordance with IAS 12.

Strategic report Governance Financials Other information156 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

157 Vodafone Group Plc Annual Report 2022

Factors affecting the tax charge in future years The Group’s future tax charge, and effective tax rate, could be affected by several factors including; tax reform in countries around the world, including any arising from the OECD’s or European Commission’s work on the taxation of the digital economy and European Commission initiatives such as the proposed tax and financial reporting directive or as a consequence of state aid investigations, future corporate acquisitions and disposals, any restructuring of our businesses and the resolution of open tax issues (see below).

On 25 April 2019, the European Commission published its full decision in relation to its investigation into the ‘group financing exemption’ (GFE) in the UK’s controlled foreign company rules and whether the GFE constituted unlawful State Aid. It concluded the GFE does not constitute unlawful state aid when the managing of the financing activities is outside the UK. We consider that the Group’s Luxembourg financing activities are properly established and operate in accordance with EU and local law as well as the OECD’s transfer pricing guidelines and on 27 May 2021 the UK tax authorities confirmed it reached the view Vodafone was not in receipt of any state aid relating to the GFE. The European Commission has indicated it agrees with this conclusion

The Group is routinely subject to audit by tax authorities in the territories in which it operates. The Group considers each issue on its merits and, where appropriate, holds provisions in respect of the potential tax liability that may arise. As at 31 March 2022, the Group holds provisions for such potential liabilities of €463 million (2021: €606 million). These provisions relate to multiple issues, across the jurisdictions in which the Group operates. The reduction during the year is primarily a result of the closure of state tax audits in the US.

As the tax impact of a transaction can be uncertain until a conclusion is reached with the relevant tax authority or through a legal process, the amount ultimately paid may differ materially from the amount accrued and could therefore affect the Group's overall profitability and cash flows in future periods. See Note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.

At 31 March 2022, the gross amount and expiry dates of losses available for carry forward are as follows:

Expiring Expiring within beyond 5 years 6 years Unlimited Total €m €m €m €m

Losses for which a deferred tax asset is recognised 19 259 79,848 80,126 Losses for which no deferred tax is recognised 334 13,162 23,928 37,424 353 13,421 103,776 117,550

At 31 March 2021, the gross amount and expiry dates of losses available for carry forward were as follows:

Expiring Expiring within beyond 5 years 6 years Unlimited* Total €m €m €m €m

Losses for which a deferred tax asset is recognised 63 222 86,623 86,908 Losses for which no deferred tax is recognised 245 13,217 26,290 39,752 308 13,439 112,913 126,660 Deferred tax assets on losses in Luxembourg Included in the table above are losses of €65,348 million (2021: €72,552 million*) that have arisen in Luxembourg companies. A deferred tax asset of €16,298 million (2021: €17,394 million) has been recognised in respect of these losses, as we conclude it is probable that the Luxembourg entities will continue to generate taxable profits in the future against which we can utilise these losses. These tax losses principally arose from historical impairments, primarily following the acquisition of the Mannesmann Group in 2000. These losses arose prior to the 2017 tax reform in Luxembourg and are available to carry forward indefinitely.

The Luxembourg companies hold investments in the Group’s operating companies which are assessed for impairment for local GAAP financial statements using the Group’s recoverable value calculations (see Note 4 ‘Impairment losses’). The recognition or reversal of impairments is recorded in the local GAAP financial statements and therefore the carrying values and valuation methodology differs from the goodwill assessment for the Group’s consolidated financial statements. This assessment can give rise to tax deductible impairments or taxable reversals of previous impairments.

Following the 2017 tax reform in Luxembourg, tax losses expire after 17 years and are only used after any pre-existing losses. In the year ended 31 March 2020 the Luxembourg companies had tax deductible impairments resulting in additional tax losses. No deferred tax asset is recognised for these losses on the basis that they are not forecast to be used prior to the expiry of their 17 year life. In a period where pre- existing tax losses are not utilised due to impairments arising the forecast utilisation timeframe extends by one year.

The reversal of impairments can result in a significant reduction to our deferred tax assets and the period over which these assets can be utilised. In the year ended 31 March 2022 a reversal of previous impairments of €6 billion (2021: €9 billion* - previously €12 billion) has arisen in Luxembourg. This represents taxable income against which the brought forward losses can be used. This is the main driver of the reduction in the losses, and the associated deferred tax asset, compared to the prior period.

The Luxembourg companies’ recurring profits are derived from the Group’s internal financing, centralised procurement, and international roaming activities. These activities have consistently generated taxable profits of over €1bn per annum throughout their existence. The Group has reviewed the latest 5 year forecasts for the Luxembourg companies, including their ability to continue to generate income beyond this period. The forecasts consider the impact of the current market conditions on the existing financing activities, including the current view of interest rates, levels of intragroup financing, as well as the future profits generated from the procurement and roaming activities. The valuations take into account all information at the balance sheet date and the Group does not forecast potential future impairments or reversals of impairments.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

156

Vodafone Group Plc Annual Report 2022 2020

6. Taxation (continued)

Deferred tax

Analysis of movements in the net deferred tax asset balance during the year:

€m

Deferred tax assets and liabilities, before offset of balances within countries, are as follows:

Amount Net credited/ recognised (expensed) Gross Gross Less deferred tax in income deferred deferred tax amounts (liability)/ statement tax asset liability unrecognised asset €m €m €m €m €m

Analysed in the balance sheet, after offset of balances within countries, as:

€m

Deferred tax asset 19,089 Deferred tax liability (520) 31 March 20221 18,569

At 31 March 2021, deferred tax assets and liabilities, before offset of balances within countries, were as follows: Amount Net

credited/ recognised (expensed) Gross Gross Less deferred tax in income deferred deferred tax amounts (liability)/ statement tax asset* liability* unrecognised* asset €m €m €m €m €m

At 31 March 2021, analysed in the balance sheet, after offset of balances within countries, as:

€m

Deferred tax asset 21,569 Deferred tax liability (2,095) 31 March 20211 19,474 Note: 1 The Group does not discount deferred tax assets. This is in accordance with IAS 12.

Strategic report Governance Financials Other information157 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

158 Vodafone Group Plc Annual Report 2021 2020

6. Taxation (continued)

This assessment also included a review of the commercial structures supporting the profits generated from these activities and considered the factors, under the Group’s control, which could impact the ability of these activities to generate taxable profits. We have assessed that the current structure continues to be sustainable under the tax laws substantively enacted at the balance sheet date and the Group’s intentions to keep these activities in Luxembourg remains unchanged.

Based on the current forecasts, €3,546 million (2021: €2,881 million) of the deferred tax asset is forecast to be used within the next 10 years, and €6,953 million (2021: €4,891 million) used within 20 years. The losses are projected to be fully utilised over the next 45 to 48 years. The decrease in the recovery period over the prior year is principally a result of higher interest rates, driving margins up on existing financing activities combined with the reversal of previously tax deductible impairments. These same factors also meant the Group recognised €699m of previously unrecognised deferred tax asset as the latest forecast show these losses will be used within 60 years. The Group previously did not recognise the asset as the losses were forecast to be used beyond 60 years.

An increase or decrease in the forecast income in Luxembourg in each year of 5%-10% would change the period over which the losses will be fully utilised by 2 to 5 years. The Group uses a change in forecast income to understand the impact that a change in interest rates or level of debt advanced by the Luxembourg companies could have on the recovery period of the losses.

Any future changes in tax law, including those driven by OECD, EU or domestic tax reforms or the structure of the Group could have a significant effect on the use of the Luxembourg losses, including the period over which these losses can be utilised. The Group has reviewed the OECD model rules and supporting commentary and does not anticipate a significant impact on its ability to continue to use our losses in Luxembourg. On the basis that future changes in tax laws are unknown, the profit forecasts assume that existing tax laws continue.

Based on the above factors the Group concludes that it is probable that the Luxembourg companies will continue to generate taxable profits in the future against which it will use these losses. In addition to the above, €13,298 million (2021; €12,975 million) of the Group’s Luxembourg losses expire after 12-17 years and no deferred tax asset is recognised as they will expire before we can use these losses. The remaining losses do not expire. We also have €9,136 million (2021: €9,136 million) of Luxembourg losses in a former Cable & Wireless Worldwide Group company, for which no deferred tax asset has been recognised as it is uncertain whether these losses will be utilised.

Deferred tax assets on losses in Germany The Group has tax losses of €13,955 million (2021: €16,296 million) in Germany arising on the write down of investments in Germany in 2000. The losses are available to use against both German federal and trade tax liabilities and they do not expire. A deferred tax asset of €2,170 million (2021: €2,529 million) has been recognised in respect of these losses as we conclude it is probable that the German business will continue to generate taxable profits in the future against which we can utilise these losses. The Group has reviewed the latest forecasts for the German business which incorporate the unsystematic risks of operating in the telecommunications business (see page 146). In the period beyond the 5 year forecast we have reviewed the profits inherent in the terminal period and based on these and our expectations for the German business we believe it is probable the German losses will be fully utilised. Based on the current forecasts the losses will be fully utilised over the next 4 to 8 years. This period has decreased compared to the prior year as a result of restructuring the German businesses. A 5%-10% change in the forecast profits of the German business would alter the utilisation period by 1 year.

Deferred tax assets on losses in Spain The Group has tax losses of €4,627 million (2021: €4,334 million) which are available to offset against the future profits of the Grupo Corporativo ONO business. The losses do not expire, and no deferred tax asset is recognised for these losses due to the trading environment in Spain.

Deferred tax assets in Italy The Group has a recognised deferred tax asset of €411 million (2021: €162 million), including €71 million (2021: €27 million) relating to tax losses in Italy. The deferred tax asset increased in the year following a revaluation of the Italian business’s assets for tax purposes. The Italian business has historically been profitable and is forecasted to return to profitability, absent the impacts from the revaluation of assets, in the short term.

Other tax losses The Group has losses amounting to €8,444 million (2021: €8,285 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, as in the prior year. The remaining losses relate to a number of other jurisdictions across the Group. There are also €2,365 million (2021: €2,092 million) of unrecognised temporary differences relating to treasury items and other items.

Impact of climate risks The recovery of the Group’s deferred tax assets is dependent on its forecasts of future profitability and the climate related risks identified on page 148 have been considered in the Group’s assessment of the recovery of those assets. The Group does not expect the climate related risks to have an impact on the ability of Luxembourg to continue to provide the internal financing, procurement, and roaming activities to other members of the Group.

Unremitted earnings No deferred tax liability has been recognised in respect of a further €8,599 million (2021: €7,522 million) of unremitted earnings of subsidiaries 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.

Strategic report Governance Financials Other information158 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

158 Vodafone Group Plc Annual Report 2021 2020

6. Taxation (continued)

Strategic report Governance Financials Other information158 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

159 Vodafone Group Plc Annual Report 2022

7. Discontinued operations and assets held for sale

The Group classifies certain of its assets that it expects to dispose as either discontinued operations or as held for sale. The Group classifies non-current assets and assets and liabilities within disposal groups (‘assets’) as held for sale if the assets are available immediately for sale in their present condition, management is committed to a plan to sell the assets under usual terms, it is highly probable that their carrying amounts will be recovered principally through a sale transaction rather than through continuing use and the sale is expected to be completed within one year from the date of the initial classification.

Assets and liabilities classified as held for sale are presented separately as current items in the consolidated statement of financial position and are measured at the lower of their carrying amount and fair value less costs to sell. Property, plant and equipment and intangible assets are not depreciated or amortised once classified as held for sale; this also applies in respect of assets held by equity accounted associates and joint ventures.

Where operations constitute a separately reportable segment (see note 2 ‘Revenue disaggregation and segmental analysis’) and have been disposed of, or are classified as held for sale, the Group classifies such operations as discontinued.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the Group consolidated income statement. Discontinued operations are also excluded from segment reporting. All other notes to the financial statements include amounts for continuing operations, unless indicated otherwise.

Discontinued operations The Group did not have any discontinued operations in the year ended 31 March 2022 or the comparative years ended 31 March 2021 and 31 March 2020.

Assets held for sale Assets held for sale at 31 March 2022 comprise the Group’s 21.0% interest in Indus Towers (2021: 28.1%). The Group’s interest in Indus Towers has been provided as security against both certain bank borrowings (see note 21 ‘Borrowings’) and partly to the pledges provided to the new Indus Towers entity under the terms of the merger between erstwhile Indus Towers and Bharti Infratel (see note 29 ‘Contingent liabilities and legal proceedings’).

The relevant assets are detailed in the table below.

2022 2021 €m €m

Non-current assets Investments in associates and joint ventures 959 1,257 Assets held for sale 959 1,257

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

158 Vodafone Group Plc Annual Report 2021 2020

6. Taxation (continued)

Strategic report Governance Financials Other information159 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

160

Vodafone Group Plc Annual Report 2021 2020

8. Earnings per share

Basic earnings per share is the amount of profit generated for the financial year attributable to equity shareholders divided by the weighted average number of shares in issue during the year.

2022 2021 2020 Millions Millions Millions

Weighted average number of shares for basic earnings per share 29,012 29,592 29,422 Effect of dilutive potential shares: restricted shares and share options 97 91 – Weighted average number of shares for diluted earnings per share 29,109 29,683 29,422

2022 2021 2020 €m €m €m

Profit/(loss) for earnings per share from continuing operations 2,088 112 (920) Profit/(loss) for basic and diluted earnings per share 2,088 112 (920)

eurocents eurocents eurocents

Basic earnings/(loss) per share from continuing operations 7.20c 0.38c (3.13)c Basic earnings/(loss) per share 7.20c 0.38c (3.13)c

eurocents eurocents eurocents

Diluted earnings/(loss) per share from continuing operations 7.17c 0.38c (3.13)c Diluted earnings/(loss) per share 7.17c 0.38c (3.13)c

9. Equity dividends

Dividends are one type of shareholder return, historically paid to our shareholders in February and August. 2022 2021 2020 €m €m €m

Declared during the financial year Final dividend for the year ended 31 March 2021: 4.50 eurocents per share

1,254 1,205 1,112 (2020: 4.50 eurocents per share, 2019: 4.16 eurocents per share) Interim dividend for the year ended 31 March 2022: 4.50 eurocents per share

1,229 1,207 1,205 (2021: 4.50 eurocents per share, 2020: 4.50 eurocents per share) 2,483 2,412 2,317 Proposed after the end of the year and not recognised as a liability Final dividend for the year ended 31 March 2022: 4.50 eurocents per share

1,265 1,260 1,205 (2021: 4.50 eurocents per share, 2020: 4.50 eurocents per share)

Strategic report Governance Financials Other information160 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

160

Vodafone Group Plc Annual Report 2021 2020

8. Earnings per share

Basic earnings per share is the amount of profit generated for the financial year attributable to equity shareholders divided by the weighted average number of shares in issue during the year.

2022 2021 2020 Millions Millions Millions

2022 2021 2020 €m €m €m

Profit/(loss) for earnings per share from continuing operations 2,088 112 (920) Profit/(loss) for basic and diluted earnings per share 2,088 112 (920)

eurocents eurocents eurocents

Basic earnings/(loss) per share from continuing operations 7.20c 0.38c (3.13)c Basic earnings/(loss) per share 7.20c 0.38c (3.13)c

eurocents eurocents eurocents

Diluted earnings/(loss) per share from continuing operations 7.17c 0.38c (3.13)c Diluted earnings/(loss) per share 7.17c 0.38c (3.13)c

9. Equity dividends

Dividends are one type of shareholder return, historically paid to our shareholders in February and August. 2022 2021 2020 €m €m €m

Declared during the financial year Final dividend for the year ended 31 March 2021: 4.50 eurocents per share

1,254 1,205 1,112 (2020: 4.50 eurocents per share, 2019: 4.16 eurocents per share) Interim dividend for the year ended 31 March 2022: 4.50 eurocents per share

1,265 1,260 1,205 (2021: 4.50 eurocents per share, 2020: 4.50 eurocents per share)

Strategic report Governance Financials Other information160 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

161 Vodafone Group Plc Annual Report 2022

10. Intangible assets

The statement of financial position contains significant intangible assets, mainly in relation to goodwill and licences and spectrum. Goodwill, which arises when we acquire a business and pay a higher amount than the fair value of its net assets primarily due to the synergies we expect to create, is not amortised but is subject to annual impairment reviews. Licences and spectrum are amortised over the life of the licence. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation ‘ to the consolidated financial statements. Accounting policies Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future economic benefits attributed to the asset will flow to the Group and the cost of the asset can be reliably measured. Identifiable intangible assets are recognised at fair value when the Group completes a business combination. The determination of the fair values of the separately identified intangibles, is based, to a considerable extent, on management’s judgement.

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 not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may be impaired. Goodwill is denominated in the currency of the acquired entity and revalued to the closing exchange rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised directly in the income statement.

On disposal of a subsidiary or a joint arrangement, the attributable amount of goodwill is included in the determination of the profit or loss recognised in the income statement on disposal.

Finite lived intangible assets Intangible assets with finite lives are stated at acquisition or development cost, less accumulated amortisation. The amortisation period and method is reviewed at least annually. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting estimates.

Licence and spectrum fees Amortisation periods for licence and spectrum fees 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 related network services.

Computer software Computer software comprises software purchased from third parties as well as the cost of internally developed software. Computer software licences are capitalised on the basis of the costs incurred to acquire and bring into use the specific software. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and are probable of producing future economic benefits, are recognised as intangible assets. Direct costs of software development include employee costs and directly attributable overheads.

Software integral to an item of hardware equipment is classified as property, plant and equipment.

Costs associated with maintaining software programs are recognised as an expense when they are incurred.

Amortisation is charged to the income statement on a straight-line basis over the estimated useful life from the date the software is available for use.

Other intangible assets Other intangible assets, including brands and customer bases, are recorded at fair value at the date of acquisition. Amortisation is charged to the income statement, over the estimated useful lives of intangible assets from the date they are available for use, on a straight-line basis. The amortisation basis adopted for each class of intangible asset reflects the Group’s consumption of the economic benefit from that asset.

Estimated useful lives The estimated useful lives of finite lived intangible assets are as follows:

– Licence and spectrum fees 3 - 40 years – Computer software 3 - 5 years – Brands 1 - 10 years – Customer bases 2 - 32 years

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

160

Vodafone Group Plc Annual Report 2021 2020

8. Earnings per share

Basic earnings per share is the amount of profit generated for the financial year attributable to equity shareholders divided by the weighted average number of shares in issue during the year.

2022 2021 2020 Millions Millions Millions

2022 2021 2020 €m €m €m

Profit/(loss) for earnings per share from continuing operations 2,088 112 (920) Profit/(loss) for basic and diluted earnings per share 2,088 112 (920)

eurocents eurocents eurocents

Basic earnings/(loss) per share from continuing operations 7.20c 0.38c (3.13)c Basic earnings/(loss) per share 7.20c 0.38c (3.13)c

eurocents eurocents eurocents

Diluted earnings/(loss) per share from continuing operations 7.17c 0.38c (3.13)c Diluted earnings/(loss) per share 7.17c 0.38c (3.13)c

9. Equity dividends

Dividends are one type of shareholder return, historically paid to our shareholders in February and August. 2022 2021 2020 €m €m €m

Declared during the financial year Final dividend for the year ended 31 March 2021: 4.50 eurocents per share

1,254 1,205 1,112 (2020: 4.50 eurocents per share, 2019: 4.16 eurocents per share) Interim dividend for the year ended 31 March 2022: 4.50 eurocents per share

1,265 1,260 1,205 (2021: 4.50 eurocents per share, 2020: 4.50 eurocents per share)

Strategic report Governance Financials Other information161 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

162

Vodafone Group Plc Annual Report 2022 2020

10. Intangible assets (continued)

Licence and Computer Customer Goodwill spectrum fees1 software bases Other Total €m €m €m €m €m €m

Cost 1 April 2020 99,170 32,691 16,768 11,964 453 161,046 Exchange movements 107 234 43 144 11 539 Arising on acquisition 87 – – 200 – 287 Additions – 896 2,462 1 8 3,367 Disposals – (293) (1,651) (1) (2) (1,947) Other – – 211 – (4) 207 31 March 2021 99,364 33,528 17,833 12,308 466 163,499 Exchange movements (21) (148) (60) 80 1 (148) Arising on acquisition (10) – – 54 – 44 Additions – 901 2,727 – 7 3,635 Disposals – (356) (2,823) – (1) (3,180) Other – 1 36 – (10) 27 31 March 2022 99,333 33,926 17,713 12,442 463 163,877

Accumulated impairment losses and amortisation 1 April 2020 67,792 20,360 11,737 6,705 443 107,037 Exchange movements (159) 255 3 131 11 241 Amortisation charge for the year – 1,721 2,210 488 2 4,421 Disposals – (293) (1,643) – (1) (1,937) Other – – 189 – (1) 188 31 March 2021 67,633 22,043 12,496 7,324 454 109,950 Exchange movements (184) (35) (72) 70 1 (220) Amortisation charge for the year – 1,306 2,225 509 4 4,044 Disposals – (351) (2,821) – (1) (3,173) Other – – 39 – (7) 32 31 March 2022 67,449 22,963 11,867 7,903 451 110,633

Net book value 31 March 2021 31,731 11,485 5,337 4,984 12 53,549 31 March 2022 31,884 10,963 5,846 4,539 12 53,244 Note: 1 Includes €229 million in relation to licences and spectrum issued in the UK, which was settled from a deposit made in the year ended 31 March 2021 as part of the auction process. The

consolidated statement of cash flows for the year ended 31 March 2022 includes a return of €167 million in relation to the portion of the deposit refunded.

For licences and spectrum fees and other intangible assets, amortisation is included within the cost of sales line within the consolidated income statement. Included in the net book value of computer software are assets in the course of construction, which are not depreciated, with a cost of €1,955m (2021: €1,541m).

The net book value and expiry dates of the most significant licences are as follows:

2022 2021 Expiry dates €m €m

Germany 2025/2033/2040 3,270 3,564 Italy 2029/2037 3,415 3,429 UK 2023/2033/2038/2041 1,209 1,383 Spain 2028/2030/2031/2038/2041 809 567

The remaining amortisation period for each of the licences in the table above corresponds to the expiry date of the respective licence. A summary of the Group’s most significant spectrum licences can be found on page 247.

Strategic report Governance Financials Other information162 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

162

Vodafone Group Plc Annual Report 2022 2020

10. Intangible assets (continued)

Licence and Computer Customer Goodwill spectrum fees1 software bases Other Total €m €m €m €m €m €m

consolidated statement of cash flows for the year ended 31 March 2022 includes a return of €167 million in relation to the portion of the deposit refunded.

The net book value and expiry dates of the most significant licences are as follows:

2022 2021 Expiry dates €m €m

Germany 2025/2033/2040 3,270 3,564 Italy 2029/2037 3,415 3,429 UK 2023/2033/2038/2041 1,209 1,383 Spain 2028/2030/2031/2038/2041 809 567

Strategic report Governance Financials Other information162 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

163 Vodafone Group Plc Annual Report 2022

11. Property, plant and equipment

The Group makes significant investments in network equipment and infrastructure – the base stations and technology required to operate our networks – that form the majority of our tangible assets. All assets are depreciated over their useful economic lives. For further details on the estimation of useful economic lives, see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation ‘to the consolidated financial statements. Accounting policies Land and buildings held for use are stated in the statement of financial position at their cost, less any accumulated depreciation and any accumulated impairment losses.

Amounts for equipment, fixtures and fittings, which includes network infrastructure assets 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 losses. Depreciation of these assets commences when the assets are ready for their intended use.

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 of assets, other than land, using the straight-line method, over their estimated useful lives, as follows:

Land and buildings – Freehold buildings 25 - 50 years – Leasehold premises the term of the lease

Equipment, fixtures and fittings – Network infrastructure and other 1 - 35 years

Depreciation is not provided on freehold land.

Right-of-use assets arising from the Group’s lease arrangements are depreciated over their reasonably certain lease term, as determined under the Group’s leases policy (see note 20 ‘Leases’ and ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 for details).

The gain or loss arising on the disposal, retirement or granting of a finance lease on an item of property, plant and equipment is determined as the difference between any proceeds from sale or receivables arising on a lease and the carrying amount of the asset and is recognised in the income statement.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

162

Vodafone Group Plc Annual Report 2022 2020

10. Intangible assets (continued)

Licence and Computer Customer Goodwill spectrum fees1 software bases Other Total €m €m €m €m €m €m

consolidated statement of cash flows for the year ended 31 March 2022 includes a return of €167 million in relation to the portion of the deposit refunded.

The net book value and expiry dates of the most significant licences are as follows:

2022 2021 Expiry dates €m €m

Germany 2025/2033/2040 3,270 3,564 Italy 2029/2037 3,415 3,429 UK 2023/2033/2038/2041 1,209 1,383 Spain 2028/2030/2031/2038/2041 809 567

Strategic report Governance Financials Other information163 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

164 Vodafone Group Plc Annual Report 2022 2020

11. Property, plant and equipment (continued)

Equipment, Land and fixtures buildings and fittings Total €m €m €m

Cost 1 April 2020 2,261 72,305 74,566 Exchange movements 25 188 213 Arising on acquisition 74 19 93 Additions 47 5,666 5,713 Disposals (100) (2,512) (2,612) Other 8 308 316 31 March 2021 2,315 75,974 78,289 Exchange movements 1 (265) (264) Arising on acquisition (74) 44 (30) Additions 41 5,845 5,886 Disposals (200) (2,280) (2,480) Other 263 2 265 31 March 2022 2,346 79,320 81,666

Accumulated depreciation and impairment 1 April 2020 1,269 44,933 46,202 Exchange movements 8 114 122 Charge for the year 39 5,727 5,766 Disposals (97) (2,448) (2,545) Other (3) 77 74 31 March 2021 1,216 48,403 49,619 Exchange movements 3 (171) (168) Charge for the year 117 5,740 5,857 Disposals (191) (2,240) (2,431) Other 224 (223) 1 31 March 2022 1,369 51,509 52,878

Net book value 31 March 2021 1,099 27,571 28,670 31 March 2022 977 27,811 28,788

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 €12 million (2021: €15 million) and €2,353 million (2021: €2,243 million) respectively. Also included in the book value of equipment, fixtures and fittings are assets leased out by the Group under operating leases, with a cost of €2,998 million (2021: €2,930 million), accumulated depreciation of €2,050 million (2021: €1,828 million) and net book value of €948 million (2021: €1,102 million).

Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant and equipment:

2022 2021 €m €m

Property, plant and equipment (owned assets) 28,788 28,670 Right-of-use assets1 12,016 12,573 31 March 40,804 41,243 Note: 1 Additions of €3,828 million (2021: €5,306 million) and a depreciation charge of €3,944 million (2021: €3,914 million) were recorded in respect of right-of-use assets during the year to 31 March

2022.

Strategic report Governance Financials Other information164 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

164 Vodafone Group Plc Annual Report 2022 2020

11. Property, plant and equipment (continued)

Equipment, Land and fixtures buildings and fittings Total €m €m €m

Net book value 31 March 2021 1,099 27,571 28,670 31 March 2022 977 27,811 28,788

Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant and equipment:

2022 2021 €m €m

2022.

Strategic report Governance Financials Other information164 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

165 Vodafone Group Plc Annual Report 2022

12. Investments in associates and joint arrangements

The Group holds interests in associates in Kenya and in India, where we have significant influence, as well as in a number of joint arrangements in the UK, Italy, the Netherlands, India and Australia, where we share control with one or more third parties. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation ‘to the consolidated financial statements. Accounting policies

Interests in joint arrangements A joint arrangement is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control; that is, when the relevant activities that significantly affect the investee’s returns require the unanimous consent of the parties sharing control. Joint arrangements are either joint operations or joint ventures.

Gains or losses resulting from the contribution or sale of a subsidiary as part of the formation of a joint arrangement are recognised in respect of the Group’s entire equity holding in the subsidiary.

Joint operations A joint operation is a joint arrangement whereby the parties that have joint control have the rights to the assets, and obligations for the liabilities, relating to the arrangement or that other facts and circumstances indicate that this is the case. The Group’s share of assets, liabilities, revenue, expenses and cash flows are combined with the equivalent items in the financial statements on a line-by-line basis.

Any goodwill arising on the acquisition of the Group’s interest in a joint operation is accounted for in accordance with the Group’s accounting policy for goodwill arising on the acquisition of a subsidiary.

Joint ventures A joint venture is a joint arrangement whereby the parties that have joint control have the rights to the net assets of the arrangement.

At the date of acquisition, 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 joint venture is recognised as goodwill. The goodwill is included within the carrying amount of the investment.

The results and assets and liabilities of joint ventures, other than those joint ventures or part thereof that are held for sale (see note 7 ‘Discontinued operations and assets and liabilities held for sale’), are incorporated in the consolidated financial statements using the equity method of accounting. Under the equity method, investments in joint ventures are carried in the consolidated statement of financial position at cost adjusted for post-acquisition changes in the Group’s share of the net assets of the joint venture, less any impairment in the value of the investment. The Group’s share of post-tax profits or losses are recognised in the consolidated income statement. Losses of a joint venture in excess of the Group’s interest in that joint venture are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture.

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 arrangement.

Significant influence is the power to participate in the financial and operating policy decisions of the investee but where the Group does not have control or joint control over those policies.

At the date of acquisition, 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 is recognised as goodwill. The goodwill is included within the carrying amount of the investment.

The results and assets and liabilities of associates are incorporated in the consolidated financial statements using the same equity method of accounting used for joint ventures, described above.

Joint operations The Company’s principal joint operation has share capital consisting solely of ordinary shares and is indirectly held, and principally operates in the UK. The financial and operating activities of the operation are jointly controlled by the participating shareholders and are primarily designed for all but an insignificant amount of the output to be consumed by the shareholders.

Country of incorporation or

registration

Percentage shareholding1

Name of joint operation Principal activity 2022 2021

Cornerstone Telecommunications Infrastructure Limited Network infrastructure UK 50.0 50.0 Note: 1 Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

164 Vodafone Group Plc Annual Report 2022 2020

11. Property, plant and equipment (continued)

Equipment, Land and fixtures buildings and fittings Total €m €m €m

Net book value 31 March 2021 1,099 27,571 28,670 31 March 2022 977 27,811 28,788

Right-of-use assets arising from the Group’s lease arrangements are recorded within property, plant and equipment:

2022 2021 €m €m

2022.

Strategic report Governance Financials Other information165 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

166 Vodafone Group Plc Annual Report 2022 2020

12. Investments in associates and joint arrangements (continued)

Joint ventures and associates 2022 2021 €m €m

Investments in joint ventures 3,781 4,249 Investments in associates 487 421 31 March 4,268 4,670

Joint ventures The financial and operating activities of the Group’s joint ventures are jointly controlled by the participating shareholders. The participating shareholders have rights to the net assets of the joint ventures through their equity shareholdings. Unless otherwise stated, the Company’s principal joint ventures all have share capital consisting solely of ordinary shares and are all indirectly held. The country of incorporation or registration of all joint ventures is also their principal place of operation.

Country of

incorporation or registration

Percentage shareholdings1

Name of joint venture Principal activity 2022 2021

Infrastructture Wireless Italiane (INWIT) S.p.A.2 Network infrastructure Italy 33.2 33.2 VodafoneZiggo Group Holding B.V. Network operator Netherlands 50.0 50.0 TPG Telecom Limited3 Network operator Australia 25.1 25.1 Vodafone Idea Limited4 Network operator India 47.6 44.4

Notes: 1 Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent. 2 At 31 March 2022 the fair value of the Group’s interest in INWIT S.p.A. was €3,238 million (2021: €3,026 million) based on the quoted share price on the Milan Stock Exchange. 3 At 31 March 2022 the fair value of the Group’s interest in TPG Telecom Limited was AUD 2,818 million (€1,902 million) (2021: AUD 2,948 million (€1,911 million)) based on the quoted share price

on ASX. 4 At 31 March 2022 the fair value of the Group’s interest in Vodafone Idea Limited was INR 148 billion (€1,750 million) (2021: INR 118 billion (€1,373 million)) based on the quoted share price on

the National Stock Exchange of India.

Vodafone Idea Limited The Group’s carrying value in Vodafone Idea Limited (‘VIL’) reduced to €nil at 30 September 2019. The Group’s share of VIL’s losses not recognised at 31 March 2022 is €5,120 million (31 March 2021: €3,562 million). Significant uncertainties exist in relation to VIL’s ability to generate the cash flow it requires to settle or its ability to refinance its liabilities and guarantees as they fall due (see note 29 ‘Contingent liabilities and legal proceedings’).

The value of the Group’s 21.0% shareholding in Indus Towers Limited is, in part, dependent on the income generated by Indus Towers Limited from tower rentals to major customers, including VIL. Any inability of these major customers to pay such amounts in the future may result in an impairment in the carrying value (31 March 2022: €1.0 billion) of the Group’s investment in Indus Towers Limited.

TPG Telecom Limited TPG Telecom Limited is listed on the Australian Securities Exchange (‘ASX’). Vodafone and Hutchison Telecommunications (Australia) Limited each own an economic interest of 25.05%, with the remaining 49.9% listed as free float on the ASX. The financial information presented in the tables below includes debt held within the structure that holds the Group’s interest in TPG.

The following table provides aggregated financial information for the Group’s joint ventures as it relates to the amounts recognised in the income statement, statement of comprehensive income and statement of financial position.

INWIT S.p.A. Financial information presented for INWIT S.p.A. for the years to 31 March 2022 and 31 March 2021 is based on INWIT S.p.A’s financial results and financial position as at 31 December 2021 and 31 December 2020, respectively, being the latest financial information available to the Group on completing the financial statements for each year.

Investment in joint ventures Profit/(loss) from

continuing operations2

2022 2021 2022 2021 2020

€m €m €m €m €m

INWIT S.p.A. 2,851 2,920 27 3 – VodafoneZiggo Group Holding B.V. 822 1,190 (19) (232) (64) TPG Telecom Limited1 84 104 (5) 98 (35) Indus Towers Limited – – – – 19 Vodafone Idea Limited – – – – (2,546) Other 24 35 (14) (15) (125) Total 3,781 4,249 (11) (146) (2,751)

Notes: 1 Amounts presented reflect Vodafone Hutchison Australia Pty Limited results only until the date of the merger with TPG Telecom Limited on 26 June 2020, subsequent of which the combined

results are presented. 2 Total Other comprehensive (expense)/income is not materially different to profit/(loss) from continuing operations.

Strategic report Governance Financials Other information166 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

166 Vodafone Group Plc Annual Report 2022 2020

12. Investments in associates and joint arrangements (continued)

Joint ventures and associates 2022 2021 €m €m

Investments in joint ventures 3,781 4,249 Investments in associates 487 421 31 March 4,268 4,670

Country of

incorporation or registration

Percentage shareholdings1

Name of joint venture Principal activity 2022 2021

the National Stock Exchange of India.

Investment in joint ventures Profit/(loss) from

continuing operations2

2022 2021 2022 2021 2020

€m €m €m €m €m

Notes: 1 Amounts presented reflect Vodafone Hutchison Australia Pty Limited results only until the date of the merger with TPG Telecom Limited on 26 June 2020, subsequent of which the combined

results are presented. 2 Total Other comprehensive (expense)/income is not materially different to profit/(loss) from continuing operations.

Strategic report Governance Financials Other information166 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

167 Vodafone Group Plc Annual Report 2022

Summarised financial information Summarised financial information for each of the Group’s material joint ventures on a 100% ownership basis is set out below.

Financial information presented for the year to, and as at 31 March 2021, has been updated to reflect the release of full year financial information by VIL. As disclosed above, the Group’s investment in VIL was reduced to €nil in the year ended 31 March 2020 and the Group has not recorded any profit or loss in respect of its share of VIL’s results since that date.

INWIT S.p.A. VodafoneZiggo Group Holding B.V. 2022 2021 2020

2022 2021 2020

€m €m €m €m €m €m

Income statement Revenue 785 562 – 4,056 4,010 3,948 Operating expenses (70) (46) – (2,104) (2,058) (2,163) Depreciation and amortisation (513) (398) – (1,592) (1,658) (1,528) Other income – – – – 25 – Operating profit 202 118 – 360 319 257 Interest income – – – – – – Interest expense (90) (101) – (276) (658) (343) Profit/(loss) before tax 112 17 – 84 (339) (86) Income tax expense (30) (7) – (121) (125) (42) Profit/(loss) from continuing operations1 82 10 – (37) (464) (128)

TPG Telecom Limited Vodafone Idea Limited 2022 2021 2020

2022 2021 2020

€m €m €m €m €m €m

Income statement Revenue 3,375 3,010 2,108 4,450 4,847 5,704 Operating expenses (2,292) (2,096) (1,489) (2,802) (3,133) (4,938) Depreciation and amortisation (914) (769) (508) (2,390) (2,442) (2,426) Other income – – – (34) (2,135) (6,627) Operating profit/(loss) 169 145 111 (776) (2,863) (8,287) Interest income – 1 4 14 32 147 Interest expense (122) (201) (256) (2,297) (2,035) (1,740) Profit/(loss) before tax 47 (55) (141) (3,059) (4,866) (9,880) Income tax (expense)/credit (27) 495 – 2 – – Profit/(loss) from continuing operations1 20 440 (141) (3,057) (4,866) (9,880)

Note: 1 Total Other comprehensive income/(expense) is not materially different to profit/(loss) from continuing operations.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

166 Vodafone Group Plc Annual Report 2022 2020

12. Investments in associates and joint arrangements (continued)

Joint ventures and associates 2022 2021 €m €m

Investments in joint ventures 3,781 4,249 Investments in associates 487 421 31 March 4,268 4,670

Country of

incorporation or registration

Percentage shareholdings1

Name of joint venture Principal activity 2022 2021

the National Stock Exchange of India.

Investment in joint ventures Profit/(loss) from

continuing operations2

2022 2021 2022 2021 2020

€m €m €m €m €m

Notes: 1 Amounts presented reflect Vodafone Hutchison Australia Pty Limited results only until the date of the merger with TPG Telecom Limited on 26 June 2020, subsequent of which the combined

results are presented. 2 Total Other comprehensive (expense)/income is not materially different to profit/(loss) from continuing operations.

Strategic report Governance Financials Other information167 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

168

Vodafone Group Plc Annual Report 2022 2020

12. Investments in associates and joint arrangements (continued)

INWIT S.p.A. VodafoneZiggo Group Holding B.V. 2022 2021 2022 2021 €m €m €m €m

Statement of financial position Non-current assets 14,532 14,422 16,521 16,978 Current assets 270 256 739 911 Total assets 14,802 14,678 17,260 17,889 Equity shareholders’ funds 8,595 8,801 1,643 2,380 Non-current liabilities 5,672 5,536 13,187 13,025 Current liabilities 535 341 2,430 2,484

Cash and cash equivalents within current assets 96 120 190 330 Non-current liabilities excluding trade and other payables and provisions 5,420 5,314 13,007 12,466 Current liabilities excluding trade and other payables and provisions 319 185 1,282 1,154

TPG Telecom Limited Vodafone Idea Limited1 2022 2021 2022 2021 €m €m €m €m

Statement of financial position Non-current assets 10,638 10,272 17,267 17,975 Current assets 898 679 2,693 2,648 Total assets 11,536 10,951 19,960 20,623 Equity shareholders’ funds 3,129 3,121 (10,214) (7,457) Non-current liabilities 7,227 6,884 23,266 20,769 Current liabilities 1,180 946 6,908 7,315

Cash and cash equivalents within current assets 435 268 365 260 Non-current liabilities excluding trade and other payables and provisions 7,173 6,825 23,241 14,187 Current liabilities excluding trade and other payables and provisions 121 83 3,334 3,914

Note: 1 Includes certain amounts subject to an adjustment mechanism agreed as part of the formation of Vodafone Idea Limited. See note 29 ‘Contingent liabilities and legal proceedings’ for more detail.

The Group received dividends in the year ended 31 March 2022 from VodafoneZiggo Group Holding B.V. of €350 million (2021: €209 million, 2020: €148 million) , from INWIT S.p.A of €96 million (2021: €42 million, 2020: €nil) and from TPG Telecom Ltd of €22 million (2021: €nil, 2020: nil).

Strategic report Governance Financials Other information168 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

168

Vodafone Group Plc Annual Report 2022 2020

12. Investments in associates and joint arrangements (continued)

INWIT S.p.A. VodafoneZiggo Group Holding B.V. 2022 2021 2022 2021 €m €m €m €m

TPG Telecom Limited Vodafone Idea Limited1 2022 2021 2022 2021 €m €m €m €m

Strategic report Governance Financials Other information168 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

169 Vodafone Group Plc Annual Report 2022

Reconciliation of summarised financial information The reconciliation of summarised financial information presented to the carrying amount of our interest in joint ventures is set out below:

INWIT S.p.A. VodafoneZiggo Group Holding B.V. 2022 2021 2020 2022 2021 2020 €m €m €m €m €m €m

Equity shareholders’ funds 8,595 8,801 1,643 2,380 Interest in joint ventures1 2,851 2,920 822 1,190 Carrying value 2,851 2,920 822 1,190

Profit/(loss) from continuing operations 82 10 – (37) (464) (128) Share of profit/(loss)1 27 3 – (19) (232) (64) Share of profit/(loss) 27 3 – (19) (232) (64) TPG Telecom Limited Vodafone Idea Limited 2022 2021 2020 2022 2021 2020 €m €m €m €m €m €m

Equity shareholders’ funds/(deficit) 3,129 3,121 (10,214) (7,457) Interest in joint ventures1 27 50 (4,863) (3,310) Impairment – – (257) (252) Goodwill 57 54 – – Investment proportion not recognised – – 5,120 3,562 Carrying value 84 104 – –

Profit/(loss) from continuing operations 20 440 (141) (3,057) (4,866) (9,880) Share of (loss)/profit1 (5) 98 (70) (1,357) (2,160) (4,386) Share of loss not recognised – – 35 1,357 2,160 1,840 Share of (loss)/profit1 (5) 98 (35) – – (2,546)

Note: 1 The Group’s effective ownership percentages of Vodafone Idea Limited, VodafoneZiggo Group Holding B.V., Inwit S.p.A. and TPG Telecom Limited are 47.6%, 50.0%, 33.2% and 25.1% respectively,

rounded to the nearest tenth of one percent.

Associates Unless otherwise stated, the Company’s principal associates all have share capital consisting solely of ordinary shares and are all indirectly held. The country of incorporation or registration of all associates is also their principal place of operation.

Country of Percentage Percentage incorporation or shareholding1 shareholding1 Name of associate Principal activity registration 2022 2021

Indus Towers Limited2 Network infrastructure India 21.0 28.1 Safaricom PLC3 Network operator Kenya 40.0 40.0

Notes: 1 Effective ownership percentages of Vodafone Group Plc rounded to the nearest tenth of one percent. 2 At 31 March 2022, the fair value of the Group’s interest in Indus Towers Limited was INR 126 billion (€1,494 million) (2021: INR 186 billion (€2,161 million)) based on the closing quoted share price

on the National Stock Exchange of India. 3 At 31 March 2022, the fair value of the Group’s interest in Safaricom PLC was KES 546 billion (€4,270 million) (2021: KES 580 billion (€4,513 million)) based on the closing quoted share price on

the Nairobi Stock Exchange. The Group also holds two non-voting shares.

The tables below and overleaf provide aggregated financial information for the Group’s associates as it relates to the amounts recognised in the income statement, statement of comprehensive income and consolidated statement of financial position.

Investment in associates Profit from continuing operations1 2022 2021 2022 2021 2020

€m €m €m €m €m

Safaricom PLC 428 421 217 217 247

Indus Towers Limited1 – – – 274 –

Other 59 – 5 (3) (1) Total 487 421 222 488 246 Note: 1. Indus Towers Limited was classified as held for sale at 31 March 2022 and 31 March 2021. See note 7 'Discontinued operations and assets held for sale'.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

168

Vodafone Group Plc Annual Report 2022 2020

12. Investments in associates and joint arrangements (continued)

INWIT S.p.A. VodafoneZiggo Group Holding B.V. 2022 2021 2022 2021 €m €m €m €m

TPG Telecom Limited Vodafone Idea Limited1 2022 2021 2022 2021 €m €m €m €m

Strategic report Governance Financials Other information169 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

170

Vodafone Group Plc Annual Report 2022 2020

12. Investments in associates and joint arrangements (continued)

Safaricom PLC Indus Towers Limited 2022 2021 2020 2022 2021 2020

€m €m €m €m €m €m

Income statement Revenue 2,318 2,083 2,310 3,122 2,421 2,365 Operating expenses (1,164) (1,030) (1,122) (1,480) (1,247) (1,336) Depreciation and amortisation (309) (299) (295) (598) (477) (268) Other income/(expense) – – – – 412 (592) Operating profit 845 754 893 1,044 1,109 169 Interest income 9 12 26 – 61 32 Interest expense (59) (27) (18) (140) (194) (196) Profit before tax 795 739 901 904 976 5 Income tax (expense)/credit (270) (197) (282) (272) (168) 39 Profit from continuing operations and total comprehensive income 525 542 619 632 808 44 Attributable to:

- Owners of the parent 542 542 619 632 808 44 - Non-controlling interests (17) – – – – –

Statement of financial position Non-current assets 2,173 1,333 5,359 5,271 Current assets 510 438 1,685 1,198 Total assets 2,683 1,771 7,044 6,469 Equity shareholders' funds 1,066 1,045 3,774 3,083 Non-controlling interests 312 – – – Non-current liabilities 558 131 2,101 1,936 Current liabilities 747 595 1,169 1,450 Cash and cash equivalents within current assets 241 208 278 230 Non-current liabilities excluding trade and other payables and provisions 465 93 1,795 1,656 Current liabilities excluding trade and other payables and provisions 241 149

638 906

The reconciliation of summarised financial information presented to the carrying amount of our interest in the associate is set out below.

Equity shareholders' funds 1,066 1,045 3,774 3,083 Interest in associates 425 418 794 867 Goodwill 3 3 261 342 Transferred to assets held for sale – – (959) (1,257) Investment proportion not recognised – – (96) 48 Carrying value 428 421 – –

Profit from continuing operations 542 542 619 632 808 44 Share of profit 217 217 247 178 306 19

Share of profit not recognised – – – (178) (32) – Share of profit 217 217 247 – 274 19

During the year ended 31 March 2022, the Group received a dividend from Indus Towers Limited of €nil (2021: €201 million, 2020: €nil) and a dividend from Safaricom PLC of €170 million (2021: €171 million, 2020: €261 million).

Strategic report Governance Financials Other information170 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

170

Vodafone Group Plc Annual Report 2022 2020

12. Investments in associates and joint arrangements (continued)

Safaricom PLC Indus Towers Limited 2022 2021 2020 2022 2021 2020

€m €m €m €m €m €m

- Owners of the parent 542 542 619 632 808 44 - Non-controlling interests (17) – – – – –

638 906

The reconciliation of summarised financial information presented to the carrying amount of our interest in the associate is set out below.

Profit from continuing operations 542 542 619 632 808 44 Share of profit 217 217 247 178 306 19

Share of profit not recognised – – – (178) (32) – Share of profit 217 217 247 – 274 19

Strategic report Governance Financials Other information170 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

171 Vodafone Group Plc Annual Report 2022

13. Other investments

The Group holds a number of other listed and unlisted investments, mainly comprising managed funds, deposits and government bonds. Accounting policies Other investments comprising debt and equity instruments 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 fair value, including transaction costs.

Debt securities that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost using the effective interest method, less any impairment. Debt securities that do not meet the criteria for amortised cost are measured at fair value through profit and loss.

Equity securities are classified and measured at fair value through other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following derecognition of the investment.

2022 2021 €m €m

Included within non-current assets Equity securities1 143 128 Debt securities2 930 797

1,073 925

Included within current assets Short-term investments:

Bonds and debt securities3 1,446 1,053 Managed investment funds1 3,349 2,954

4,795 4,007 Collateral assets4 698 3,107 Other investments5 2,438 2,045 7,931 9,159 Notes: 1 Items measured at a fair value, €91 million (2021: €nil) of equity securities have a valuation basis of level 1 classification, which comprises financial instruments where fair value is determined by

unadjusted quoted prices in active markets for identical assets and liabilities. The remaining items are measured at fair value and the basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.

2 Items are measured at amortised cost and have a fair value of €830 million (2021: €788 million) with a valuation basis of level 1 classification. 3 Items are measured at fair value and the valuation basis is level 1 classification. 4 Items are measured at amortised cost and the carrying amount approximates fair value. 5 Includes investments measured at a fair value of €1,460 million (2021: €1,057 million). The valuation basis is level 1. The remaining items are measured at amortised cost and the carrying amount

approximates fair value.

Non-current debt securities within non-current assets include €885 million (2021: €764 million) of loan notes issued by VodafoneZiggo Holding B.V.

The Group invests surplus cash positions across a portfolio of short-term investments to manage liquidity and credit risk whilst achieving suitable returns. Collateral arrangements on derivative financial instruments result in cash being paid/(held), repayable when the derivatives are settled. These assets do not meet the definition of cash and cash equivalents but are included in the Group’s net debt based on their liquidity.

Bonds and debt securities includes €681 million (2021: €nil) of highly liquid Japanese; €nil (2021: €499 million) German; €501 million (2021: €nil) Belgian; €200 million (2021: €554 million) French government securities and €64 million (2021: €nil) of UK government bonds.

Managed investment funds of €3,349 million (2021: €2,954 million) are in funds with liquidity of up to 90 days.

Collateral assets of €698 million (2021: €3,107 million) represents collateral paid on derivative financial instruments.

Other investments are excluded from net debt based on their liquidity and primarily consist of restricted debt securities including amounts held in qualifying assets by Group insurance companies to meet regulatory requirements.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

170

Vodafone Group Plc Annual Report 2022 2020

12. Investments in associates and joint arrangements (continued)

Safaricom PLC Indus Towers Limited 2022 2021 2020 2022 2021 2020

€m €m €m €m €m €m

- Owners of the parent 542 542 619 632 808 44 - Non-controlling interests (17) – – – – –

638 906

The reconciliation of summarised financial information presented to the carrying amount of our interest in the associate is set out below.

Profit from continuing operations 542 542 619 632 808 44 Share of profit 217 217 247 178 306 19

Share of profit not recognised – – – (178) (32) – Share of profit 217 217 247 – 274 19

Strategic report Governance Financials Other information171 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

172

Vodafone Group Plc Annual Report 2022 2020

14. Trade and other receivables

Trade and other receivables mainly consist of amounts owed to us by customers and amounts that we pay to our suppliers in advance. Derivative financial instruments with a positive market value are reported within this note as are contract assets, which represent an asset for accrued revenue in respect of goods or services delivered to customers for which a trade receivable does not yet exist, and finance lease receivables recognised where the Group acts as a lessor. See note 20 ‘Leases’ for more information on the Group’s leasing activities. Accounting policies Trade receivables represent amounts owed by customers where the right to receive payment is conditional only on the passage of time. Trade receivables that are recovered in instalments from customers over an extended period are discounted at market rates and interest revenue is accreted over the expected repayment period. Other trade receivables do not carry any interest and are stated at their nominal value. When the Group establishes a practice of selling portfolios of receivables from time to time these portfolios are recorded at fair value through other comprehensive income; all other trade receivables are recorded at amortised cost.

The carrying value of all trade receivables, contract assets and finance lease receivables recorded at amortised cost is reduced by allowances for lifetime estimated credit losses. Estimated future credit losses are first recorded on the initial recognition of a receivable and are based on the ageing of the receivable balances, historical experience and forward looking considerations. Individual balances are written off when management deems them not to be collectible.

2022 2021 €m €m

Included within non-current assets Trade receivables 34 52 Trade receivables held at fair value through other comprehensive income 606 278 Net investment in leases 134 104 Contract assets 495 528 Contract-related costs 630 580 Other receivables 37 76 Prepayments 231 247 Derivative financial instruments1 4,216 2,912 6,383 4,777 Included within current assets Trade receivables 3,300 3,625 Trade receivables held at fair value through other comprehensive income 802 466 Net investment in leases 66 36 Contract assets 3,056 3,038 Contract-related costs 1,403 1,364 Amounts owed by associates and joint ventures 241 184 Other receivables 869 889 Prepayments 872 1,082 Derivative financial instruments1 410 239 11,019 10,923 Note: 1 Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for

the asset or liability, either directly or indirectly.

The Group’s trade receivables and contract assets are classified at amortised cost unless stated otherwise and are measured after allowances for future expected credit losses, see note 22 ‘Capital and financial risk management’ for more information on credit risk.

The carrying amounts of trade and other receivables, which are measured at amortised cost, approximate their fair value and are predominantly non-interest bearing.

The Group’s contract-related costs comprise €1,967 million (2021: €1,883 million) relating to costs incurred to obtain customer contracts and €66 million (2021: €61 million) relating to costs incurred to fulfil customer contracts; an amortisation and impairment expense of €1,517 million (2021: €1,497 million) was recognised in operating profit during the year.

The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market interest rates and foreign currency rates prevailing at 31 March.

Strategic report Governance Financials Other information172 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

172

Vodafone Group Plc Annual Report 2022 2020

14. Trade and other receivables

2022 2021 €m €m

the asset or liability, either directly or indirectly.

The carrying amounts of trade and other receivables, which are measured at amortised cost, approximate their fair value and are predominantly non-interest bearing.

Strategic report Governance Financials Other information172 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

173 Vodafone Group Plc Annual Report 2022

15. Trade and other payables

Trade and other payables mainly consist of amounts owed to suppliers that have been invoiced or are accrued and contract liabilities relating to consideration received from customers in advance. They also include taxes and social security amounts due in relation to the Group’s role as an employer. Derivative financial instruments with a negative market value are reported within this note. Accounting policies Trade payables are not interest-bearing and are stated at their nominal value.

2022 2021 €m €m

Included within non-current liabilities Other payables 452 424 Accruals 28 47 Contract liabilities 530 519 Derivative financial instruments1 1,506 3,919 2,516 4,909 Included within current liabilities Trade payables 7,327 6,739 Amounts owed to associates and joint ventures 40 36 Other taxes and social security payable 1,114 1,196 Other payables 2,032 2,349 Accruals2 6,991 5,688 Contract liabilities 1,991 1,971 Derivative financial instruments1 166 91 19,661 18,070 Notes: 1 Items are measured at fair value and the valuation basis is level 2 classification, which comprises items where fair value is determined from inputs other than quoted prices that are observable for

the asset or liability, either directly or indirectly. 2 Includes €1,434 million (2021: €339 million) payable in relation to the irrevocable and non-discretionary share buyback programmes.

The carrying amounts of trade and other payables approximate their fair value.

Materially all of the €1,971 million recorded as current contract liabilities at 1 April 2021 was recognised as revenue during the year.

Other payables included within non-current liabilities include €351 million (2021: €383 million) in respect of the re-insurance of a third party annuity policy related to the Vodafone and CWW Sections of the Vodafone UK Group Pension Scheme.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

172

Vodafone Group Plc Annual Report 2022 2020

14. Trade and other receivables

2022 2021 €m €m

the asset or liability, either directly or indirectly.

The carrying amounts of trade and other receivables, which are measured at amortised cost, approximate their fair value and are predominantly non-interest bearing.

Strategic report Governance Financials Other information173 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

174

Vodafone Group Plc Annual Report 2022 2020

16. Provisions

A provision is a liability recorded in the statement of financial position, where there is uncertainty over the timing or amount that will be paid, and is therefore often estimated. The main provisions we hold are in relation to asset retirement obligations, which include the cost of returning network infrastructure sites to their original condition at the end of the lease and claims for legal and regulatory matters. Accounting policies Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. Where the timing of settlement is uncertain amounts are classified as non-current where settlement is expected more than 12 months from the reporting date.

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 decommissioning. The associated cash outflows are substantially expected to occur at the dates of decommissioning of the assets to which they relate, and are long term in nature.

Legal and regulatory The Group is involved in a number of legal and other disputes, including where the Group has received notifications of possible claims. The Directors of the Company, after taking legal advice, have established provisions considering the facts of each case. For a discussion of certain legal issues potentially affecting the Group see note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.

Restructuring The Group undertakes periodic reviews of its operations and recognises provisions as required based on the outcomes of these reviews. The associated cash outflows for restructuring costs are primarily less than one year. Other Other comprise various items that do not fall within the Group’s other categories of provisions.

Asset retirement Legal and obligations regulatory Restructuring Other Total €m €m €m €m €m

1 April 2020 955 502 545 530 2,532 Exchange movements 6 (11) 4 7 6 Acquisition of subsidiaries 6 – – – 6 Amounts capitalised in the year 294 – – – 294 Amounts charged to the income statement – 138 153 167 458 Utilised in the year - payments (32) (54) (243) (175) (504) Amounts released to the income statement (7) (47) (33) (66) (153) 31 March 2021 1,222 528 426 463 2,639 Exchange movements 3 (25) (4) 5 (21) Amounts capitalised in the year 297 – – – 297 Amounts charged to the income statement – 216 216 139 571 Utilised in the year - payments (51) (128) (295) (197) (671) Amounts released to the income statement (1) (142) (41) (83) (267) 31 March 2022 1,470 449 302 327 2,548

Strategic report Governance Financials Other information174 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

174

Vodafone Group Plc Annual Report 2022 2020

16. Provisions

Asset retirement Legal and obligations regulatory Restructuring Other Total €m €m €m €m €m

Strategic report Governance Financials Other information174 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

175 Vodafone Group Plc Annual Report 2022

Provisions have been analysed between current and non-current as follows:

31 March 2022 Asset retirement Legal and obligations regulatory Restructuring Other Total €m €m €m €m €m

Current liabilities 43 235 241 148 667 Non-current liabilities 1,427 214 61 179 1,881 1,470 449 302 327 2,548 31 March 2021 Asset retirement Legal and obligations regulatory Restructuring Other Total €m €m €m €m €m

Current liabilities 43 273 353 223 892 Non-current liabilities 1,179 255 73 240 1,747 1,222 528 426 463 2,639

17. Called up share capital

Called up share capital is the number of shares in issue at their par value. A number of shares were allotted during the year in relation to employee share schemes. Accounting policies Equity instruments issued by the Group are recorded at the amount of the proceeds received, net of direct issuance costs.

2022 2021 Number €m Number €m

Ordinary shares of 20 20⁄21 US cents each allotted, issued and fully paid:1, 2, 3

1 April 28,816,835,778 4,797 28,815,914,978 4,797 Allotted during the year 792,090 – 920,800 – 31 March 28,817,627,868 4,797 28,816,835,778 4,797 Notes: 1 At 31 March 2022 there were 50,000 (2021: 50,000) 7% cumulative fixed rate shares of £1 each in issue. 2 At 31 March 2022 the Group held 447,576,522 (2021: 592,642,309) treasury shares with a nominal value of €75 million (2021: €99 million). The market value of shares held was €661 million

(2021: €918 million). During the year, 68,306,442 (2021: 63,830,400) treasury shares were reissued under Group share schemes. 3 On 5 March 2019 the Group announced the placing of subordinated mandatory convertible bonds totalling £1.72 billion with a 2 year maturity date in 2021 and £1.72 billion with a 3 year

maturity date in 2022. During the year, 1,518,629,693 treasury shares were issued in settlement of tranche 2 of the maturing subordinated mandatory convertible bond, whilst in the year ended 31 March 2021, 1,426,793,872 ordinary shares were issued in settlement of tranche 1. For further details see note 21 ‘Borrowings’.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

174

Vodafone Group Plc Annual Report 2022 2020

16. Provisions

Asset retirement Legal and obligations regulatory Restructuring Other Total €m €m €m €m €m

Strategic report Governance Financials Other information175 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

176 Vodafone Group Plc Annual Report 2022 2020

18. Reconciliation of net cash flow from operating activities

The table below shows how our profit/(loss) for the year from continuing operations translates into cash flows generated from our operating activities. 2022 2021 2020 Notes €m €m €m

Profit/(loss) for the financial year 2,624 536 (455) Non-operating expense – – 3 Investment income 5 (254) (330) (248) Financing costs 5 1,964 1,027 3,549 Income tax expense 6 1,330 3,864 1,250 Operating profit 5,664 5,097 4,099 Adjustments for:

Share-based payments and other non-cash charges 173 146 146 Depreciation and amortisation 10, 11 13,845 14,101 14,174 Loss on disposal of property, plant and equipment and intangible assets 30 17 51 Share of result of equity accounted associates and joint ventures 12 (211) (342) 2,505 Impairment losses 4 – – 1,685 Other income 3 (79) (568) (4,281) (Increase)/decrease in inventory (162) (68) 68 (Increase)/decrease in trade and other receivables 14 (638) 582 (38) Increase/(decrease) in trade and other payables 15 384 (730) (100)

Cash generated by operations 19,006 18,235 18,309 Net tax paid (925) (1,020) (930) Net cash flow from operating activities 18,081 17,215 17,379

19. Cash and cash equivalents

The majority of the Group’s cash is held in bank deposits or money market funds which have a maturity of three months or less from acquisition to enable us to meet our short-term liquidity requirements. Accounting policies Cash and cash equivalents comprise cash in 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. Assets in money market funds, whose contractual cash flows do not represent solely payments of interest and principal, are measured at fair value with gains and losses arising from changes in fair value included in net profit or loss for the period. All other cash and cash equivalents are measured at amortised cost.

2022 2021 €m €m

Cash at bank and in hand 2,220 2,705 Money market funds1 5,276 3,116 Cash and cash equivalents as presented in the statement of financial position 7,496 5,821 Bank overdrafts (125) (31) Cash and cash equivalents as presented in the statement of cash flows 7,371 5,790

Note: 1 Items are measured at fair value and the valuation basis is level 1 classification, which comprises financial instruments where fair value is determined by unadjusted quoted prices in active markets.

The carrying amount of balances at amortised cost approximates their fair value.

Cash and cash equivalents of €1,554 million (2021: €1,741 million) are held in countries with restrictions on remittances but where the balances could be used to repay subsidiaries’ third party liabilities. In addition, those balances could also be used to repay €932 million (2021: €879 million) of intercompany liabilities as at 31 March 2022.

Strategic report Governance Financials Other information176 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

176 Vodafone Group Plc Annual Report 2022 2020

18. Reconciliation of net cash flow from operating activities

The table below shows how our profit/(loss) for the year from continuing operations translates into cash flows generated from our operating activities. 2022 2021 2020 Notes €m €m €m

Cash generated by operations 19,006 18,235 18,309 Net tax paid (925) (1,020) (930) Net cash flow from operating activities 18,081 17,215 17,379

19. Cash and cash equivalents

2022 2021 €m €m

The carrying amount of balances at amortised cost approximates their fair value.

Strategic report Governance Financials Other information176 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

177 Vodafone Group Plc Annual Report 2022

20. Leases

The Group leases assets from other parties (the Group is a lessee) and also leases assets to other parties (the Group is a lessor). This note describes how the Group accounts for leases and provides details about its lease arrangements. Accounting policies

As a lessee When the Group leases an asset, a ‘right-of-use asset’ is recognised for the leased item and a lease liability is recognised for any lease payments to be paid over the lease term at the lease commencement date. The right-of-use asset is initially measured at cost, being the present value of the lease payments paid or payable, plus any initial direct costs incurred in entering the lease and less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. The lease term is the non-cancellable period of the lease plus any periods for which the Group is ‘reasonably certain’ to exercise any extension options (see below). The useful life of the asset is determined in a manner consistent to that for owned property, plant and equipment (as described in note 11 ‘Property, plant and equipment’). If right-of-use assets are considered to be impaired, the carrying value is reduced accordingly.

Lease liabilities are initially measured at the value of the lease payments over the lease term that are not paid at the commencement date and are usually discounted using the incremental borrowing rates of the applicable Group entity (the rate implicit in the lease is used if it is readily determinable). Lease payments included in the lease liability include both fixed payments and in-substance fixed payments during the term of the lease.

After initial recognition, the lease liability is recorded at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate (e.g. an inflation related increase) or if the Group’s assessment of the lease term changes; any changes in the lease liability as a result of these changes also results in a corresponding change in the recorded right- of-use asset.

As a lessor Where the Group is a lessor, it determines at inception whether the lease is a finance or an operating lease. When a lease transfers substantially all the risks and rewards of ownership of the underlying asset then the lease is a finance lease; otherwise the lease is an operating lease.

Where the Group is an intermediate lessor, the interests in the head lease and the sub-lease are accounted for separately and the lease classification of a sub-lease is determined by reference to the right-of-use asset arising from the head lease.

Income from operating leases is recognised on a straight-line basis over the lease term. Income from finance leases is recognised at lease commencement with interest income recognised over the lease term.

Lease income is recognised as revenue for transactions that are part of the Group’s ordinary activities (primarily leases of handsets or other equipment to customers, leases of wholesale access to the Group’s fibre and cable networks and leases of tower infrastructure assets). The Group uses IFRS 15 principles to allocate the consideration in contracts between any lease and non-lease components.

The Group’s leasing activities as a lessee

The Group leases buildings for its retail stores, offices and data centres, land on which to construct mobile base stations, space on mobile base stations to place active RAN equipment and network space (primarily rack space or duct space). In addition, the Group leases fibre and other fixed connectivity to provide internal connectivity for the Group’s operations and on a wholesale basis from other operators to provide fixed connectivity services to the Group’s customers.

The Group’s general approach to determining lease term by class of asset is described in note 1 under critical accounting judgements and key sources of estimation uncertainty.

Most of the Group’s leases include future price increases through fixed percentage increases, indexation to inflation measures on a periodic basis or rent review clauses. Other than fixed percentage increases the lease liability does not reflect the impact of these future increases unless the measurement date has passed. The Group’s leases contain no material variable payments clauses other than those related to the number of operators sharing space on third party mobile base stations.

The Group sub-leases excess retail and office properties under both operating and finance leases; see disclosure on the Group’s leasing activities as a lessor below on page 179.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

176 Vodafone Group Plc Annual Report 2022 2020

18. Reconciliation of net cash flow from operating activities

The table below shows how our profit/(loss) for the year from continuing operations translates into cash flows generated from our operating activities. 2022 2021 2020 Notes €m €m €m

Cash generated by operations 19,006 18,235 18,309 Net tax paid (925) (1,020) (930) Net cash flow from operating activities 18,081 17,215 17,379

19. Cash and cash equivalents

2022 2021 €m €m

The carrying amount of balances at amortised cost approximates their fair value.

Strategic report Governance Financials Other information177 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

178 Vodafone Group Plc Annual Report 2022 2020

20. Leases (continued)

Optional lease periods Where practicable the Group seeks to include extension or break options in leases to provide operational flexibility, therefore many of the Group’s lease contracts contain optional periods. The Group’s policy on assessing and reassessing whether it is reasonably certain that the optional period will be included in the lease term is described in note 1 ‘Basis of preparation’ under ‘critical accounting judgements and key sources of estimation uncertainty’.

After initial recognition of a lease, the Group only reassesses the lease term when there is a significant event or a significant change in circumstances, which was not anticipated at the time of the previous assessment. Significant events or significant changes in circumstances could include merger and acquisition or similar activity, significant expenditure on the leased asset not anticipated in the previous assessment, or detailed management plans indicating a different conclusion on optional periods to the previous assessment. Where a significant event or significant change in circumstances does not occur, the lease term and therefore lease liability and right-of-use asset value, will decline over time.

The Group’s cash outflow for leases in the year ended 31 March 2022 was €4,338 million (2021: €4,234 million) and, absent significant future changes in the volume of the Group’s activities or strategic changes to use more or fewer owned assets this level of cash outflow from leases would be expected to continue for future periods, subject to contractual price increases. The future cash outflows included within lease liabilities are shown in the maturity analysis below. The maturity analysis only includes the reasonably certain payments to be made; cash outflows in these future periods will likely exceed these amounts as payments will be made on optional periods not considered reasonably certain at present and on new leases entered into in future periods.

The Group’s leases for customer connectivity are normally either under regulated access or network sharing or similar preferential access arrangements and as a result the Group normally has significant flexibility over the term it can lease such connections for; generally the notice period required to cancel the lease is less than the notice period included in the service contract with the end customer. As a result, the Group does not have any significant cash exposure to optional periods on customer connectivity as the Group can cancel the lease when the service agreement ends. In some circumstances the Group is committed to minimum spend amounts for connectivity leases, which are included within reported lease liabilities.

Sale and leaseback Sale and leaseback transactions entered into by the Group were not material, individually or in aggregate.

Amounts recognised in the primary financial statements in relation to lessee transactions

Right-of-use assets The carrying value of the Group’s right-of-use assets, depreciation charge for the year and additions during the year are disclosed in note 11 ‘Property, plant and equipment’.

Lease liabilities The Group’s lease liabilities are disclosed in note 21 ‘Borrowings’. The maturity profile of the Group’s lease liabilities is as follows:

2022 2021 €m €m

Within one year 3,130 3,419 In more than one year but less than two years 2,189 2,142 In more than two years but less than three years 1,759 1,661 In more than three years but less than four years 1,579 1,457 In more than four years but less than five years 1,387 1,316 In more than five years 4,242 4,696

14,286 14,691 Effect of discounting (1,747) (1,659) Lease liability - as disclosed in note 21 ‘Borrowings’ 12,539 13,032

At 31 March 2022 the Group has entered into lease contracts with payment obligations with an undiscounted value of €51 million (2021: €82 million) that had not commenced at 31 March 2022.

Interest expense on lease liabilities for the year is disclosed in note 5 ‘Investment income and financing costs’.

The Group has no material liabilities under residual value guarantees and makes no material variable payments not included in the lease liability. The Group does not apply either the short term or low value expedient options in IFRS 16.

Strategic report Governance Financials Other information178 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

178 Vodafone Group Plc Annual Report 2022 2020

20. Leases (continued)

Sale and leaseback Sale and leaseback transactions entered into by the Group were not material, individually or in aggregate.

Amounts recognised in the primary financial statements in relation to lessee transactions

Lease liabilities The Group’s lease liabilities are disclosed in note 21 ‘Borrowings’. The maturity profile of the Group’s lease liabilities is as follows:

2022 2021 €m €m

14,286 14,691 Effect of discounting (1,747) (1,659) Lease liability - as disclosed in note 21 ‘Borrowings’ 12,539 13,032

At 31 March 2022 the Group has entered into lease contracts with payment obligations with an undiscounted value of €51 million (2021: €82 million) that had not commenced at 31 March 2022.

Interest expense on lease liabilities for the year is disclosed in note 5 ‘Investment income and financing costs’.

Strategic report Governance Financials Other information178 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

179 Vodafone Group Plc Annual Report 2022

The Group’s leasing activities as a lessor

The Group has a wide range of lessor activities with consumer and enterprise customers, other telecommunication companies and other companies. With consumer and enterprise customers, the Group generates lease income from the provision of handsets, routers and other communications equipment. The Group provides wholesale access to the Group’s fibre and cable networks and leases out space on the Group’s owned mobile base stations to other telecommunication companies. In addition, the Group sub-leases retail stores to franchise partners in certain markets and leases out surplus assets (e.g. vacant offices and retail stores) to other companies.

Lessor transactions are classified as operating or finance leases based on whether the lease transfers substantially all of the risks and rewards incidental to ownership of the asset. Leases are individually assessed, but generally, the Group’s lessor transactions are classified as:

- Operating leases where the Group is lessor of space on owned mobile base stations, provides wholesale access to its fibre and cable networks or provides routers or similar equipment to fixed customers; and

- Finance leases where the Group is sub-lessor of handsets or similar items in back-to-back arrangements or where surplus assets are sublet out for all or substantially all of the remaining head lease term.

The Group’s income as a lessor in the year is as follows:

2022 2021 €m €m

Operating leases Lease revenue (note 2 ‘Revenue disaggregation and segmental analysis’) 758 559 Income from leases not recognised as revenue 45 180

The Group’s net investments in leases are disclosed in note 14 ‘Trade and other receivables’. The committed amounts to be received from the Group’s operating leases are as follows:

Maturity

Within one

year In one to two

years In two to

three years In three to four

years In four to five

years In more than

five years Total €m €m €m €m €m €m €m

31 March 2022

Committed operating lease payments due to the Group as a lessor 513 250 161 128 114 343 1,509

31 March 2021

Committed operating lease payments due to the Group as a lessor 510 261 175 134 115 395 1,590

The Group has no material lease income arising from variable lease payments.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

178 Vodafone Group Plc Annual Report 2022 2020

20. Leases (continued)

Sale and leaseback Sale and leaseback transactions entered into by the Group were not material, individually or in aggregate.

Amounts recognised in the primary financial statements in relation to lessee transactions

Lease liabilities The Group’s lease liabilities are disclosed in note 21 ‘Borrowings’. The maturity profile of the Group’s lease liabilities is as follows:

2022 2021 €m €m

14,286 14,691 Effect of discounting (1,747) (1,659) Lease liability - as disclosed in note 21 ‘Borrowings’ 12,539 13,032

At 31 March 2022 the Group has entered into lease contracts with payment obligations with an undiscounted value of €51 million (2021: €82 million) that had not commenced at 31 March 2022.

Interest expense on lease liabilities for the year is disclosed in note 5 ‘Investment income and financing costs’.

Strategic report Governance Financials Other information179 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

180

Vodafone Group Plc Annual Report 2022 2020

21. Borrowings

The Group’s sources of borrowing for funding and liquidity purposes come from a range of committed bank facilities and through short-term and long-term issuances in the capital markets including bond and commercial paper issues and bank loans. Liabilities arising from the Group’s lease arrangements are also reported in borrowings; see note 20 ‘Leases’. We manage the basis on which we incur interest on debt between fixed interest rates and floating interest rates depending on market conditions using interest rate derivatives. The Group enters into foreign exchange contracts to mitigate the impact of exchange rate movements on certain monetary items. Accounting policies 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. Where they are identified as a hedged item in a designated fair value hedge relationship, fair value adjustments are recognised in accordance with our policy (see note 22 ‘Capital and financial risk management’). Any difference between the proceeds net of transaction costs and the amount due on settlement or redemption of borrowings is recognised over the term of the borrowing. Where bonds issued with certain conversion rights are identified as compound instruments they are initially measured at fair value with the nominal amounts recognised as a component in equity and the fair value of future coupons included in borrowings. These are subsequently measured at amortised cost using the effective interest rate method.

Borrowings 2022 2021 €m €m

Non-current borrowings Bonds 46,156 44,634 Bank loans 629 761 Lease liabilities (note 20) 9,810 9,909 Bank borrowings secured against Indian assets – 385 Other borrowings1 1,536 3,583

58,131 59,272 Current borrowings

Bonds 1,875 2,251 Bank loans 688 658 Lease liabilities (note 20) 2,729 3,123 Collateral liabilities 2,914 962 Bank borrowings secured against Indian assets 1,382 862 Other borrowings1 2,373 632

11,961 8,488 Borrowings 70,092 67,760

Note: 1 Includes €1,273 million (2021: €3,312 million) and €2,165 million (2021: €381 million) of licence and spectrum fees payable in non-current and current borrowings respectively.

The fair value of the Group’s financial liabilities held at amortised cost approximate to fair value with the exception of long-term bonds with a carrying value of €46,156 million (2021: €44,634 million) which have a fair value of €46,348 million (2021: €48,630 million). Fair value is based on level 1 of the fair value hierarchy using quoted market prices.

The Group’s borrowings also include €1,382 million (2021: €1,247 million) of bank borrowings that are secured against the Group’s shareholdings in Indus Towers and Vodafone Idea (see note 12 ‘Investments in Associates and Joint Ventures’ for further details of these assets) and will be repaid through the realisation of proceeds from those assets. In accordance with the terms of the loan arrangement, the Group intends to dispose of its shareholding in Indus Towers in order to repay the borrowing.

The Group’s borrowings include certain bonds which have been designated in hedge relationships, which are carried at €1,316 million higher (2021: €1,390 million) than their euro equivalent redemption value. In addition, where bonds are issued in currencies other than euros, the Group has entered into foreign currency swaps to fix the euro cash outflows on redemption. The impact of these swaps is not reflected in borrowings and would decrease the euro equivalent redemption value of the bonds by €1,456 million (2021: €127 million).

Commercial paper programmes We currently have US and euro commercial paper programmes of US$15 billion (€13.5 billion) and €10 billion respectively which are available to be used to meet short-term liquidity requirements. At 31 March 2022 both programmes remained undrawn.

The commercial paper facilities were supported by US$4.0 billion (€3.6 billion) and €4.0 billion of syndicated committed bank facilities. No amounts had been drawn under these facilities.

Strategic report Governance Financials Other information180 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

180

Vodafone Group Plc Annual Report 2022 2020

21. Borrowings

Borrowings 2022 2021 €m €m

Non-current borrowings Bonds 46,156 44,634 Bank loans 629 761 Lease liabilities (note 20) 9,810 9,909 Bank borrowings secured against Indian assets – 385 Other borrowings1 1,536 3,583

58,131 59,272 Current borrowings

Bonds 1,875 2,251 Bank loans 688 658 Lease liabilities (note 20) 2,729 3,123 Collateral liabilities 2,914 962 Bank borrowings secured against Indian assets 1,382 862 Other borrowings1 2,373 632

11,961 8,488 Borrowings 70,092 67,760

Note: 1 Includes €1,273 million (2021: €3,312 million) and €2,165 million (2021: €381 million) of licence and spectrum fees payable in non-current and current borrowings respectively.

The commercial paper facilities were supported by US$4.0 billion (€3.6 billion) and €4.0 billion of syndicated committed bank facilities. No amounts had been drawn under these facilities.

Strategic report Governance Financials Other information180 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

181 Vodafone Group Plc Annual Report 2022

Bonds We have a €30 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 2022 the total amounts in issue under these programmes split by currency were US$25.3 billion, €16.2 billion, £3 billion, AUD$1.2 billion, HKD$2.1 billion, NOK2.2 billion, CHF0.7 billion and JPY10 billion.

Vantage Towers A.G. has a €5 billion debt issuance programme to meet its medium to long-term funding requirements. As at 31 March 2022, Vantage Towers A.G. had bonds outstanding with a nominal value of €2.2 billion.

At 31 March 2022 the Group had bonds outstanding with a nominal value equivalent to €46.7 billion. During the year ended 31 March 2022, bonds with a nominal value of US$2.5 billion were issued utilising the US Shelf programme and bonds with a nominal value of €2.1 billion matured.

Bonds mature between 2022 and 2059 (2021: 2021 and 2059) and have interest rates between 0% and 7.875% (2021: 0% and 7.875%).

Mandatory convertible bonds On 12 March 2019 the Group issued £3.4 billion of subordinated mandatory convertible bonds (‘MCBs’) split into two equal tranches of £1.7 billion with coupons of 1.2% and 1.5% respectively. The first tranche matured on 12 March 2021 at a conversion price of £1.2055 per share and the second tranche matured on 12 March 2022 at a conversion price of £1.1326 per share. These were recognised as compound instruments with nominal values of £3.4 billion (€3.8 billion) recognised as a component of shareholders’ funds in equity and the fair value of future coupons £0.1 billion (€0.1 billion) recognised as a financial liability in borrowings. The Group’s strategy was to hedge the equity risk associated with the MCB issuance to any future movement in its share price by an option strategy designed to hedge the economic impact of share price movements. In instances where the Group decides to buy back ordinary shares to mitigate dilution resulting from the conversion, the hedging strategy provides a hedge for the repurchase price.

Treasury shares The Group held a maximum of 1,911,661,729 (2021: 2,043,732,147) of its own shares during the year which represented 6.6% (2021: 7.1%) of issued share capital at that time.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

180

Vodafone Group Plc Annual Report 2022 2020

21. Borrowings

Borrowings 2022 2021 €m €m

Non-current borrowings Bonds 46,156 44,634 Bank loans 629 761 Lease liabilities (note 20) 9,810 9,909 Bank borrowings secured against Indian assets – 385 Other borrowings1 1,536 3,583

58,131 59,272 Current borrowings

Bonds 1,875 2,251 Bank loans 688 658 Lease liabilities (note 20) 2,729 3,123 Collateral liabilities 2,914 962 Bank borrowings secured against Indian assets 1,382 862 Other borrowings1 2,373 632

11,961 8,488 Borrowings 70,092 67,760

Note: 1 Includes €1,273 million (2021: €3,312 million) and €2,165 million (2021: €381 million) of licence and spectrum fees payable in non-current and current borrowings respectively.

The commercial paper facilities were supported by US$4.0 billion (€3.6 billion) and €4.0 billion of syndicated committed bank facilities. No amounts had been drawn under these facilities.

Strategic report Governance Financials Other information181 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

182 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management

This note details the treasury management and financial risk management objectives and policies, as well as the exposure and sensitivity of the Group to credit, liquidity, interest and foreign exchange risk, and the policies in place to monitor and manage these risks. Accounting policies

Financial instruments Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Group’s consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

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 provides 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.

Financial liabilities under put option arrangements The Group has an obligation to pay a fixed rate of return to minority equity shareholders in the Group’s subsidiary Kabel Deutschland AG, under the terms of a court-imposed domination and profit and loss transfer agreement. This agreement also provides the minority shareholders the option to put their shareholding to Vodafone at a fixed price per share. The obligation to purchase the shares has been recognised as a financial liability and no non-controlling interests are recognised in respect of minority shareholders. Interest costs are accrued at the agreed rate of return and recognised in financing 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 which it manages using derivative financial instruments. 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. The Group does not use derivative financial instruments for speculative purposes.

The Group designates certain derivatives as:

− hedges of the change in fair value of recognised assets and liabilities (‘fair value hedges’);

− hedges of highly probable forecast transactions or hedges of foreign currency or interest rate risks of firm commitments (‘cash flow hedges’); or

− hedges of net investments in foreign operations.

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. Changes in values of all derivatives of a financing nature are included within investment income and financing costs in the income statement unless designated in an effective cash flow hedge relationship or a hedge of a net investment in foreign operations when the effective portion of changes in value are deferred to other comprehensive income. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. For fair value hedges, the carrying value of the hedged item is also adjusted for changes in fair value for the hedged risk, with gains and losses recognised in the income statement for the period.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting. When hedge accounting is discontinued, any gain or loss recognised in other comprehensive income at that time remains in equity and is recognised in the income statement when the hedged transaction is ultimately recognised in the income statement.

For cash flow hedges, when the hedged item is recognised in the income statement, amounts previously recognised in other comprehensive income and accumulated in equity for the hedging instrument are reclassified to the income statement. However, when the hedged transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognised in other comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non financial liability. If a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in the income statement.

For net investment hedges, gains and losses accumulated in other comprehensive income are included in the income statement when the foreign operation is disposed of.

Strategic report Governance Financials Other information182 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

182 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management

The Group designates certain derivatives as:

− hedges of the change in fair value of recognised assets and liabilities (‘fair value hedges’);

− hedges of highly probable forecast transactions or hedges of foreign currency or interest rate risks of firm commitments (‘cash flow hedges’); or

− hedges of net investments in foreign operations.

For net investment hedges, gains and losses accumulated in other comprehensive income are included in the income statement when the foreign operation is disposed of.

Strategic report Governance Financials Other information182 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

183 Vodafone Group Plc Annual Report 2022

Capital management The following table summarises the capital of the Group at 31 March:

2022 2021 €m €m

Borrowings (note 21) 70,092 67,760 Cash and cash equivalents (note 19) (7,496) (5,821) Derivative financial instruments included in trade and other receivables (note 14) (4,626) (3,151) Derivative financial instruments included in trade and other payables (note 15) 1,672 4,010 Short-term investments (note 13) (4,795) (4,007) Collateral assets (note 13) (698) (3,107) Financial liabilities under put option arrangements 494 492 Equity 56,977 57,816 Capital 111,620 113,992

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 loaned internally or contributed as equity to certain subsidiaries.

Dividends from associates and to non-controlling shareholders Dividends from our associates are generally paid at the discretion of the Board of Directors or shareholders of the individual operating and holding companies, and we have no rights to receive dividends except where specified within certain of the Group’s shareholders’ agreements. Similarly, other than ongoing dividend obligations to the Kabel Deutschland A.G. minority shareholders, should they continue to hold their minority stake, we do not have existing obligations under shareholders’ agreements to pay dividends to non-controlling interest partners of our subsidiaries or joint ventures. The amount of dividends received and paid in the year are disclosed in the consolidated statement of cash flows.

Potential cash outflows from option agreements and similar arrangements Put options issued as part of the hedging strategy for the MCBs permit the holders to exercise against the Group at maturity of the option if there is a decrease in our share price. Under the terms of the options, settlement must be made in cash which will equate to the reduced value of shares from the initial conversion price, adjusted for dividends declared, on 1,452 million (2021: 2,494 million) shares as at 31 March 2022.

Sale of trade receivables During the year, the Group sold certain trade receivables to a number of financial institutions. Whilst there are no repurchase obligations in respect of these receivables, the Group provided credit guarantees which would only become payable if default rates were significantly higher than historical rates. The credit guarantee is not considered substantive and substantially all risks and rewards associated with the receivables passed to the purchaser at the date of sale, therefore the receivables were derecognised. The maximum payable under the guarantees at 31 March 2022 was €1,341 million (2021: €1,503 million). No provision has been made in respect of these guarantees as the likelihood of a cash outflow has been assessed as remote.

Supplier financing arrangements The Group offers suppliers the opportunity to use supply chain financing (‘SCF’). SCF allows suppliers that decide to use it to receive funding earlier than the invoice due date. At 31 March 2022, the financial institutions that run the SCF programmes had purchased €2.4 billion (2021: €2.3 billion) of outstanding supplier invoices, principally from larger suppliers. The Group does not provide any financial guarantees to the financial institutions under this programme and continues to cash settle supplier payables in accordance with their contractual terms. As such, the programme does not change the Group’s net debt, trade payable balances or cash flows.

The Group evaluates supplier arrangements against a number of indicators to assess if the payable continues to hold the characteristics of a trade payable or should be classified as borrowings; these indicators include whether the payment terms exceed the shorter of customary payment terms in the industry or 180 days. At 31 March 2022, none of the payables subject to supplier financing arrangements met the criteria to be reclassified as borrowings.

Financial risk management The Group’s treasury function centrally manages the Group’s funding requirement, net foreign exchange exposure, interest rate management exposures and counterparty risk arising from investments and derivatives. Treasury operations are conducted within a framework of policies and guidelines authorised and reviewed by the Board, most recently in May 2021. A treasury risk committee comprising of the Group’s Chief Financial Officer, Group General Counsel and Company Secretary, Group Financial Controller, Group Corporate Finance Director, Group Treasury Director and Group Director of Financial Controlling and Operations meets three times a year to review treasury activities and its members receive management information relating to treasury activities on a quarterly basis. The Group’s accounting function, which does not report to the Group Treasury Director, provides regular update reports of treasury activity to the Board. The Group’s Internal Auditor reviews the internal control environment regularly.

No bonds issued by the Group or the Revolving Credit Facilities are subject to financial covenant ratios. Approximately €38 billion (2021: €37 billion) of issued bonds have a change of control clause. The Group uses a number of derivative instruments for currency and interest rate risk management purposes only that are transacted by specialist treasury personnel. The Group mitigates banking sector credit risk by the use of collateral support agreements.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

182 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management

The Group designates certain derivatives as:

− hedges of the change in fair value of recognised assets and liabilities (‘fair value hedges’);

− hedges of highly probable forecast transactions or hedges of foreign currency or interest rate risks of firm commitments (‘cash flow hedges’); or

− hedges of net investments in foreign operations.

For net investment hedges, gains and losses accumulated in other comprehensive income are included in the income statement when the foreign operation is disposed of.

Strategic report Governance Financials Other information183 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

184 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

The Group’s financial risk management policies seek to reduce the Group’s exposure to any future disruption to financial markets, including any future impacts from COVID or other macro economic events.

The Group has combined cash and cash equivalent and short-term investments of €12.3 billion, providing significant headroom over short-term liquidity requirements. Additionally the Group maintains undrawn revolving credit facilities of €7.6 billion euro equivalent. As at 31 March 2022 and after hedging, substantially all the Group’s borrowings are held on a fixed interest basis, mitigating exposure to interest rate risk. The Group has no significant currency exposures other than positions in economic hedging relationships. The Group’s credit risk under financing activities is spread across a portfolio of highly rated institutions to reduce counterparty exposures and derivative balances are substantially all collateralised. The Group’s operating activities result in customer credit risk, for which provisions for expected credit losses are recognised.

Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a financial loss for the Group. The Group is exposed to credit risk from its operating activities and from its financing activities, the Group considers its maximum exposure to credit risk at 31 March to be:

2022 2021 €m €m

Cash at bank and in hand (note 19) 2,220 2,705 Money market funds (note 19) 5,276 3,116 Managed investment funds (note 13) 3,349 2,954 Current bonds and debt securities (note 13) 1,446 1,053 Non-current debt securities (note 13) 930 797 Collateral assets (note 13) 698 3,107 Other investments (note 13) 2,438 2,045 Derivative financial instruments (note 14) 4,626 3,151 Trade receivables (note 14)1 6,083 5,924 Contract assets and other receivables (note 14) 4,457 4,531 Performance bonds and other guarantees (note 29) 2,866 2,728 34,389 32,111 Note: 1 Includes amounts guaranteed under sales of trade receivables €1,341 million (2021: €1,503 million)

Expected credit loss The Group has financial assets classified and measured at amortised cost and fair value through other comprehensive income that are subject to the expected credit loss model requirements of IFRS 9. Cash at bank and in hand and certain other investments are both classified and measured at amortised cost and subject to impairment requirements. However, the identified expected credit loss is considered to be immaterial.

Information about expected credit losses for trade receivables and contract assets can be found under ‘operating activities’ on page 185.

Financing activities The Group invests in government securities on the basis they generate a fixed rate of return and are amongst the most creditworthy of investments available.

Investments are made in accordance with established internal treasury policies which dictate the scaled maximum exposure permissible in relation to an investment’s long-term credit rating. The Group invests in AAA unsecured money market mutual funds, where the investment is limited to 10% of each fund; A to AAA government securities, both directly and through money market mutual funds; and has two managed investment funds that hold securities with an average credit quality of AA.

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. Furthermore, collateral support agreements reduce the Group’s exposure to counterparties who must post cash collateral when there is value due to the Group under outstanding derivative contracts that exceeds a contractually agreed threshold amount. When value is due to the counterparty the Group is required to post collateral on identical terms. Such cash collateral is adjusted daily as necessary.

Strategic report Governance Financials Other information184 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

184 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

2022 2021 €m €m

Information about expected credit losses for trade receivables and contract assets can be found under ‘operating activities’ on page 185.

Financing activities The Group invests in government securities on the basis they generate a fixed rate of return and are amongst the most creditworthy of investments available.

Strategic report Governance Financials Other information184 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

185 Vodafone Group Plc Annual Report 2022

In the event of any default, ownership of the cash collateral would revert to the respective holder at that point. Detailed below is the value of the cash collateral, which is reported within current borrowings, held by the Group at 31 March:

2022 2021 €m €m

Collateral liabilities 2,914 962

In addition, as discussed in note 29 ‘Contingent liabilities and legal proceedings’, the Group has covenanted to provide security in favour of the trustee of the Vodafone Group UK Pension Scheme in respect of the funding deficit in the scheme and pledged security in relation to the Indus Towers merger. The Group has also pledged cash as collateral against derivative financial instruments as disclosed in note 13 ‘Other investments’. Operating activities Customer credit risk is managed by the Group’s business units which each have policies, procedures and controls relating to customer credit risk management. Outstanding trade receivables and contract assets are regularly reviewed to monitor any changes in credit risk with concentrations of credit risk considered to be limited given that the Group’s customer base is large and unrelated. The Group applies the simplified approach and records lifetime expected credit losses for trade receivables and contract assets. Expected credit losses are measured using historical cash collection data for periods of at least 24 months wherever possible and grouped into various customer segments based on product or customer type. The historical loss rates are adjusted where macroeconomic factors, for example changes in interest rates or unemployment rates, or other commercial factors are expected to have a significant impact when determining future expected credit loss rates. For trade receivables the expected credit loss provision is calculated using a provision matrix, in which the provision increases as balances age, and for receivables paid in instalments and contract assets a weighted loss rate is calculated to reflect the period over which the amounts become due for payment by the customer. Trade receivables and contract assets are written off when each business unit determines there to be no reasonable expectation of recovery and enforcement activity has ceased.

Movements in the allowance for expected credit losses during the year were as follows:

Trade receivables held Trade receivables held at fair value through

Contract assets at amortised cost other comprehensive income 2022 2021 2022 2021 2022 2021

€m €m €m €m €m €m

1 April 101 137 1,480 1,431 57 51 Exchange movements 1 2 (70) (47) – – Amounts charged to credit losses on financial assets 114 63 394 592 53 9 Other1 (133) (101) (462) (496) (2) (3) 31 March 83 101 1,342 1,480 108 57 Note: 1 Primarily utilisation of the provision.

Expected credit losses are presented as net impairment losses within operating profit and subsequent recoveries of amounts previously written off are credited against the same line item.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

184 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

2022 2021 €m €m

Information about expected credit losses for trade receivables and contract assets can be found under ‘operating activities’ on page 185.

Financing activities The Group invests in government securities on the basis they generate a fixed rate of return and are amongst the most creditworthy of investments available.

Strategic report Governance Financials Other information185 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

186 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

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.

The following table presents information on trade receivables past due¹ and their associated expected credit losses:

31 March 2022

Trade receivables at amortised cost past due 30 days 31–60 61–180 180

Total Due or less days days days+ €m €m €m €m €m €m

Gross carrying amount 2,411 650 182 390 1,043 4,676 Expected credit loss allowance (123) (83) (53) (190) (893) (1,342) Net carrying amount 2,288 567 129 200 150 3,334

31 March 2021

Trade receivables at amortised cost past due 30 days 31–60 61–180 180

Total Due or less days days days+ €m €m €m €m €m €m

Gross carrying amount 2,568 717 177 405 1,290 5,157 Expected credit loss allowance (30) (72) (62) (211) (1,105) (1,480) Net carrying amount 2,538 645 115 194 185 3,677 Note: 1 Contract assets relate to amounts not yet due from customers. These amounts will be reclassified as trade receivables before they become due. Trade receivables at fair value through other

comprehensive income are not materially past due.

Liquidity risk Liquidity is reviewed daily on at least a 12 month rolling basis and stress tested on the assumption that any commercial paper outstanding matures and is not reissued. The Group maintains substantial cash and cash equivalents which at 31 March 2022 amounted to cash €7.5 billion (2021: €5.8 billion) and undrawn committed facilities of €8.2 billion (2021: €8.0 billion), principally euro and US dollar revolving credit facilities of €4.0 billion and US$4.0 billion (€3.6 billion) which mature in 2025 and 2027 respectively. The Group manages liquidity risk on non-current borrowings by maintaining a varied maturity profile with a cap on the level of debt maturity in any one calendar year, therefore minimising refinancing risk. Non-current borrowings mature between 1 and 37 years.

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:

Maturity profile1

Trade payables and other financial

Bank loans Bonds Lease liabilities Other2 Total borrowings liabilities3 Total €m €m €m €m €m €m €m

Within one year 700 3,569 3,130 6,823 14,222 16,884 31,106 In one to two years 33 6,190 2,189 417 8,829 29 8,858 In two to three years 411 3,786 1,759 207 6,163 – 6,163 In three to four years 2 5,746 1,579 199 7,526 – 7,526 In four to five years 205 6,253 1,387 678 8,523 – 8,523 In more than five years 21 43,514 4,242 136 47,913 – 47,913 1,372 69,058 14,286 8,460 93,176 16,913 110,089 Effect of discount/financing rates (55) (21,027) (1,747) (255) (23,084) (1) (23,085) 31 March 2022 1,317 48,031 12,539 8,205 70,092 16,912 87,004

Within one year 674 3,774 3,419 2,516 10,383 15,304 25,687 In one to two years 174 3,329 2,142 2,575 8,220 49 8,269 In two to three years 440 5,964 1,661 399 8,464 – 8,464 In three to four years 173 2,784 1,457 166 4,580 – 4,580 In four to five years 2 5,506 1,316 199 7,023 – 7,023 In more than five years 23 45,538 4,696 986 51,243 – 51,243 1,486 66,895 14,691 6,841 89,913 15,353 105,266 Effect of discount/financing rates (67) (20,010) (1,659) (417) (22,153) (2) (22,155) 31 March 2021 1,419 46,885 13,032 6,424 67,760 15,351 83,111 Notes: 1 Maturities reflect contractual cash flows applicable except in the event of a change of control or event of default, upon which lenders have the right, but not the obligation, to request payment within 30 days. This also applies to undrawn committed facilities. There is no debt that is subject to a material adverse change clause (2021: €30 million of debt in relation to the mandatorily

convertible bond that matured on 12 March 2022 was subject to a material adverse change clause which would have accelerated conversion of the £1.7 billion principal recognised in equity – see note 21 ‘Borrowings’).

2 Includes spectrum licence payables with maturity profile €2,319 million (2021: €381 million) within one year, €165 million (2021: €2,171 million) in one to two years, €199 million (2021: €165 million) in two to three years, €199 million (2021: €165 million) in three to four years, €662 million (2021: €199 million) in four to five years and €136 million (2021: €986 million) in more than five years. Also includes €2,914 million (2021: €962 million) in relation to cash received under collateral support agreements shown within 1 year.

3 Includes financial liabilities under put option arrangements and non-derivative financial liabilities presented within trade and other payables.

Strategic report Governance Financials Other information186 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

186 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

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.

The following table presents information on trade receivables past due¹ and their associated expected credit losses:

31 March 2022

Trade receivables at amortised cost past due 30 days 31–60 61–180 180

Total Due or less days days days+ €m €m €m €m €m €m

Gross carrying amount 2,411 650 182 390 1,043 4,676 Expected credit loss allowance (123) (83) (53) (190) (893) (1,342) Net carrying amount 2,288 567 129 200 150 3,334

31 March 2021

Trade receivables at amortised cost past due 30 days 31–60 61–180 180

Total Due or less days days days+ €m €m €m €m €m €m

comprehensive income are not materially past due.

Maturity profile1

Trade payables and other financial

Bank loans Bonds Lease liabilities Other2 Total borrowings liabilities3 Total €m €m €m €m €m €m €m

3 Includes financial liabilities under put option arrangements and non-derivative financial liabilities presented within trade and other payables.

Strategic report Governance Financials Other information186 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

187 Vodafone Group Plc Annual Report 2022

The maturity profile of the Group’s financial derivatives (which include interest rate swaps, cross-currency interest rate swaps and foreign exchange swaps) using undiscounted cash flows, is as follows:

2022 2021 Payable Receivable Total Payable Receivable Total

€m €m €m €m €m €m

Within one year (12,671) 13,470 799 (16,218) 16,864 646 In one to two years (5,897) 6,399 502 (3,121) 3,723 602 In two to three years (2,584) 3,158 574 (5,623) 5,978 355 In three to four years (3,373) 3,864 491 (2,518) 2,903 385 In four to five years (1,699) 2,139 440 (3,305) 3,620 315 In more than five years (34,097) 40,129 6,032 (33,777) 37,399 3,622

(60,321) 69,159 8,838 (64,562) 70,487 5,925 Effect of discount/financing rates (5,884) (6,784) Financial derivative net receivable/(payable) 2,954 (859) Payables and receivables are stated separately in the table above as cash settlement is on a gross basis.

Market risk

Interest rate management Under the Group’s interest rate management policy, interest rates on long-term monetary assets and liabilities are principally maintained on a fixed rate basis.

At 31 March 2022 and after hedging, substantially all of our outstanding liabilities are held on a fixed interest rate basis in accordance with treasury policy.

For each one hundred basis point rise in market interest rates for all currencies in which the Group had borrowings at 31 March 2022 there would be an increase in profit before tax by €420 million (2021: €782 million) including mark to market revaluations of interest rate and other derivatives and the potential interest on cash and short-term investments. There would be no material impact on equity.

At 31 March 2022, the Group had limited exposure through interest rate derivatives and floating rate bonds referencing LIBOR and other interbank offered rates (IBORs).

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, South African rand and sterling, the Group maintains the currency of debt and interest charges in proportion to its expected future principal cash flows and has a policy to hedge external foreign exchange risks on transactions denominated in other currencies above a certain de minimis level.

At 31 March 2022 11% of net debt was denominated in currencies other than euro (6% sterling, 4% South African rand and 1% other). This allows sterling, South African rand and other debt to be serviced in proportion to expected future cash flows and therefore provides a partial economic hedge against income statement translation exposure, as interest costs will be denominated in foreign currencies.

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 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 on net investment hedging instruments as there would be an offset in the currency translation of the foreign operation. At 31 March 2022 the Group held financial liabilities in a net investment hedge against the Group’s South African rand operations. Sensitivity to foreign exchange movements on the hedging liabilities, analysed against a strengthening of the South African rand by 13% (2021: 15%) would result in a decrease in equity of €221 million (2021: €285 million) which would be fully offset by foreign exchange movements on the hedged net assets. In addition, cash flow hedges of principally US dollar borrowings would result in an increase in equity of €371 million (2021: €469 million) against a strengthening of US dollar by 5% (2021: 6%).

The Group profit and loss account is exposed to foreign exchange risk within both operating profit and financing income and expense. The principal reporting segment not generating income in euro is Vodacom, whose functional currency is predominantly South African rand. Financing income and expense includes foreign currency gains/losses incurred on the translation of balance sheet items not held in functional currency. These are principally on certain borrowings, derivatives, and other investments denominated in sterling and Turkish lira.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

186 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

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.

The following table presents information on trade receivables past due¹ and their associated expected credit losses:

31 March 2022

Trade receivables at amortised cost past due 30 days 31–60 61–180 180

Total Due or less days days days+ €m €m €m €m €m €m

Gross carrying amount 2,411 650 182 390 1,043 4,676 Expected credit loss allowance (123) (83) (53) (190) (893) (1,342) Net carrying amount 2,288 567 129 200 150 3,334

31 March 2021

Trade receivables at amortised cost past due 30 days 31–60 61–180 180

Total Due or less days days days+ €m €m €m €m €m €m

comprehensive income are not materially past due.

Maturity profile1

Trade payables and other financial

Bank loans Bonds Lease liabilities Other2 Total borrowings liabilities3 Total €m €m €m €m €m €m €m

3 Includes financial liabilities under put option arrangements and non-derivative financial liabilities presented within trade and other payables.

Strategic report Governance Financials Other information187 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

188 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

The following table details the Group’s sensitivity to foreign exchange risk. The percentage movement applied to the currency is based on the average movements in the previous three annual reporting periods.

2022 2021 €m €m

Increase/ (decrease) in Profit before taxation

ZAR 13% change (2021: 15%) 134 152 TRY 39% change (2021: 26%) 83 87 GBP 2% change (2021: 3%) (67) (23) Equity risk There is no material equity risk relating to the Group’s equity investments which are detailed in note 13 ‘Other investments’.

The Group has hedged its exposure under the subordinated mandatory convertible bonds to any future movements in its share price by an option strategy designed to hedge the economic impact of share price movements. As at 31 March 2022 the Group’s sensitivity to a movement of 7% (2021: 7%) in its share price would result in an increase or decrease in profit before tax of €36 million (2021: €283 million).

Risk management strategy of hedge relationships The risk strategies of the designated cash flow, fair value, and net investment hedges reflect the above market risk strategies.

The objective of the cash flow hedges is principally to convert foreign currency denominated fixed rate borrowings in US dollar, pound sterling, Australian dollar, Swiss franc, Hong Kong dollar, Japanese yen, Norwegian krona and euro and US dollar floating rate borrowings into euro fixed rate borrowings and hedge the foreign exchange spot rate and interest rate risk. There are also cash flow hedges of certain subsidiary expenditure not denominated in functional currency of the entity, to hedge foreign exchange spot risk. Derivative financial instruments designated in cash flow hedges are cross-currency interest rate swaps and foreign exchange swaps and forwards. The swap maturity dates and liquidity profiles of the nominal cash flows match those of the underlying borrowings and exposures.

The objective of the net investment hedges is to hedge foreign exchange risk in foreign operations. Derivative financial instruments designated in net investment hedges are cross-currency interest rate swaps and foreign exchange swaps. The hedging instruments are rolled on an ongoing basis as determined by the nature of the business.

The objective of the fair value hedges is to hedge a proportion of the Group’s fixed rate euro denominated borrowing to a euro floating rate borrowing. The swap maturity dates match those of the underlying borrowing and the nominal cash flows are converted to quarterly payments.

Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.

For hedges of foreign currency denominated borrowings and investments, the Group uses a combination of cross-currency and foreign exchange swaps to hedge its exposure to foreign exchange risk and interest rate risk and enters into hedge relationships where the critical terms of the hedging instrument match with the terms of the hedged item. Therefore the Group expects a highly effective hedging relationship with the swap contracts and the value of the corresponding hedged items to change systematically in the opposite direction in response to movements in the underlying exchange rates and interest rates. The Group therefore performs a qualitative assessment of effectiveness. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match with the critical terms of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness.

Hedge ineffectiveness may occur due to:

a) The fair value of the hedging instrument on the hedge relationship designation date if the fair value is not nil;

b) Changes in the contractual terms or timing of the payments on the hedged item; and

c) A change in the credit risk of the Group or the counterparty with the hedging instrument.

The hedge ratio for each designation will be established by comparing the quantity of the hedging instrument and the quantity of the hedged item to determine their relative weighting; for all of the Group’s existing hedge relationships the hedge ratio has been determined as 1:1.

The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market rates and foreign currency rates prevailing at 31 March. The valuation basis is level 2 of the fair value hierarchy. This classification comprises items where fair value is determined from inputs other than quoted prices that are observable for the asset and liability, either directly or indirectly. Derivative financial assets and liabilities are included within trade and other receivables and trade and other payables in the statement of financial position.

Strategic report Governance Financials Other information188 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

188 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

2022 2021 €m €m

Increase/ (decrease) in Profit before taxation

Risk management strategy of hedge relationships The risk strategies of the designated cash flow, fair value, and net investment hedges reflect the above market risk strategies.

Hedge ineffectiveness may occur due to:

a) The fair value of the hedging instrument on the hedge relationship designation date if the fair value is not nil;

b) Changes in the contractual terms or timing of the payments on the hedged item; and

c) A change in the credit risk of the Group or the counterparty with the hedging instrument.

Strategic report Governance Financials Other information188 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

189 Vodafone Group Plc Annual Report 2022

The following table represents the carrying values and nominal amounts of derivatives in a continued hedge relationship as at 31 March.

At 31 March 2022

Other comprehensive income Weighted average Opening (Gain)/ Gain/(Loss) Closing Carrying Carrying balance Loss recycled to balance Euro

Nominal value value 1 April deferred to financing 31 March Maturity interest amounts Assets Liabilities 2021 OCI costs 20221 year FX rate rate

€m €m €m €m €m €m €m %

Cash flow hedges - foreign currency risk3 Cross-currency and foreign exchange swaps US dollar bonds 20,995 2,745 10 501 (3,257) 1,272 (1,484) 2036 1.18 2.76 Australian dollar bonds 736 50 – (24) (12) 31 (5) 2024 1.56 0.92 Swiss franc bonds 624 16 1 30 (59) 49 20 2026 1.08 1.26 Pound sterling bonds 3,498 61 145 323 (239) 25 109 2043 0.86 2.97 Hong Kong dollar bonds 233 8 3 13 (18) 12 7 2028 9.08 1.48 Japanese yen bonds 78 – 6 11 (7) (2) 2 2037 128.53 2.47 Norwegian krona bonds 241 – 16 3 (7) 7 3 2026 9.15 1.12 Foreign exchange forwards2 244 – 69 – (72) 3 (69) 2022 12.34 – Cash flow hedges - foreign currency and interest rate risk3 Cross currency swaps - US dollar bonds 417 24 – 8 (33) 24 (1) 2023 1.17 1.07 Cash flow hedges - interest rate risk3 Interest rate swaps - Euro loans – – – (1) – 1 – – – – Net investment hedge - foreign exchange risk5 Cross-currency and foreign exchange swaps - South African rand investment 1,555 – 113 959 174 – 1,133 2022 17.29 0.31

28,621 2,904 363 1,823 (3,530) 1,422 (285)

At 31 March 2021

Other comprehensive income Weighted average Opening (Gain)/ Gain/(Loss) Closing Carrying Carrying balance Loss recycled to balance Euro

Nominal value value 1 April deferred to financing 31 March Maturity interest amounts Assets Liabilities 2020 OCI costs 20211 year FX rate rate

€m €m €m €m €m €m €m %

Cash flow hedges - foreign currency risk3 Cross-currency and foreign exchange swaps US dollar bonds 18,995 621 1,070 (3,922) 5,900 (1,477) 501 2036 1.18 2.82 Australian dollar bonds 736 38 – (26) (102) 104 (24) 2024 1.56 0.92 Swiss franc bonds 624 – 45 28 28 (26) 30 2026 1.08 1.26 Pound sterling bonds 2,585 40 199 94 1 228 323 2047 0.89 2.59 Hong Kong dollar bonds 233 – 13 (4) 34 (17) 13 2028 9.08 1.48 Japanese yen bonds 78 – 12 6 13 (8) 11 2037 128.53 2.47 Norwegian krona bonds 241 – 22 (3) (23) 29 3 2026 9.15 1.12 Cash flow hedges - foreign currency and interest rate risk3 Cross currency swaps - US dollar bonds 417 – 8 18 52 (62) 8 2023 1.17 1.07 Cash flow hedges - interest rate risk3 Interest rate swaps - Euro loans 568 – – 7 (11) 3 (1) 2021 – 1.21 Fair value hedges - interest rate risk4 Interest rate swaps - Eurobonds 186 131 – – – – – 2028 – – Net investment hedge - foreign exchange risk5 Cross-currency and foreign exchange swaps - South African rand investment 1,785 – 23 631 328 – 959 2021 17.30 0.31

26,448 830 1,392 (3,171) 6,220 (1,226) 1,823 Notes: 1 Fair value movement deferred into other comprehensive income includes €1,318 million loss (2021: €1,164 million loss) and €1 million gain (2021: €2 million gain) of foreign currency basis outside the cash flow

and net investment hedge relationships respectively. 2 Includes euro and US dollar forward contracts against Turkish lira to hedge foreign currency forecast expenditures in local markets. Notional amounts of €146 million and $109 million (€98 million) with weighted

average exchange rates of 12.45 and 10.95 respectively to Turkish lira. 3 For cashflow hedges, the movement in the hypothetical derivative (hedged item) mirrors that of the hedging instrument. Hedge ineffectiveness of the swaps designated in a cash flow hedge during the period

was €nil (2021: €nil). 4 The fair value hedge was de-designated during the financial year. The carrying value of the bond de-designated during the financial year includes €66 million loss (2021: €76 million loss) of cumulative fair value

adjustment for the hedged interest risk. Hedge ineffectiveness is €nil (2021: €8 million gain). The carrying value of bonds includes an additional €760 million loss (2021: €774 million loss) in relation to fair value of other bonds previously designated in fair value hedge relationships.

5 Hedge ineffectiveness of swaps designated in a net investment hedge during the period was €nil (2021: €nil).

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

188 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

2022 2021 €m €m

Increase/ (decrease) in Profit before taxation

Risk management strategy of hedge relationships The risk strategies of the designated cash flow, fair value, and net investment hedges reflect the above market risk strategies.

Hedge ineffectiveness may occur due to:

a) The fair value of the hedging instrument on the hedge relationship designation date if the fair value is not nil;

b) Changes in the contractual terms or timing of the payments on the hedged item; and

c) A change in the credit risk of the Group or the counterparty with the hedging instrument.

Strategic report Governance Financials Other information189 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

190 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

Changes in assets and liabilities arising from financing activities

Borrowings Derivative assets and

liabilities Financial liabilities under put options Other liabilities

Assets and liabilities arising from financing

activities €m €m €m €m €m

1 April 2021 6677,,776600 885599 449922 449911 6699,,660022 Cash movements

Proceeds from issuance of long-term borrowings 2,548 – – – 2,548

Repayment of borrowings (8,248) – – – (8,248) Net movement in short-term borrowings 3,002 – – – 3,002

Net movement in derivatives – (293) – – (293) Interest paid (2,246) 469 (17) (10) (1,804) Purchase of treasury shares – – – (2,087) (2,087) Non-cash movements

Fair value movements – (2,631) – – (2,631) Foreign exchange 1,386 (930) – (15) 441

Interest costs 2,356 (428) 19 13 1,960

Lease additions 3,410 – – – 3,410 Other1 124 – – 3,106 3,230 31 March 2022 70,092 (2,954) 494 1,498 69,130

Borrowings Derivative assets and

liabilities Financial liabilities under put options Other liabilities

Assets and liabilities arising from financing

activities €m €m €m €m €m

1 April 2020 7744,,992255 ((44,,440099)) 11,,885500 117700 7722,,553366 Cash movements

Proceeds from issuance of long-term borrowings 4,359 – – – 4,359

Repayment of borrowings (12,237) – – – (12,237) Net movement in short-term borrowings (2,791) – – – (2,791) Net movement in derivatives – 279 – – 279

Interest paid (2,421) 452 (141) (42) (2,152) Purchase of treasury shares – – – (62) (62) Payments for settlement of written put options – – (1,482) – (1,482) Non-cash movements

Fair value movements (9) 3,594 – – 3,585

Foreign exchange (1,480) 1,428 – (2) (54) Interest costs 2,459 (485) 62 11 2,047

Lease additions 4,578 – – – 4,578

Acquisitions of subsidiaries 234 – – – 234 Other1 143 – 203 416 762 31 March 2021 67,760 859 492 491 69,602

Note: 1 Movement in Other liabilities primarily relate to share buyback programmes.

Strategic report Governance Financials Other information190 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

190 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

Changes in assets and liabilities arising from financing activities

Borrowings Derivative assets and

liabilities Financial liabilities under put options Other liabilities

Assets and liabilities arising from financing

activities €m €m €m €m €m

1 April 2021 6677,,776600 885599 449922 449911 6699,,660022 Cash movements

Proceeds from issuance of long-term borrowings 2,548 – – – 2,548

Repayment of borrowings (8,248) – – – (8,248) Net movement in short-term borrowings 3,002 – – – 3,002

Net movement in derivatives – (293) – – (293) Interest paid (2,246) 469 (17) (10) (1,804) Purchase of treasury shares – – – (2,087) (2,087) Non-cash movements

Fair value movements – (2,631) – – (2,631) Foreign exchange 1,386 (930) – (15) 441

Interest costs 2,356 (428) 19 13 1,960

Lease additions 3,410 – – – 3,410 Other1 124 – – 3,106 3,230 31 March 2022 70,092 (2,954) 494 1,498 69,130

Borrowings Derivative assets and

liabilities Financial liabilities under put options Other liabilities

Assets and liabilities arising from financing

activities €m €m €m €m €m

1 April 2020 7744,,992255 ((44,,440099)) 11,,885500 117700 7722,,553366 Cash movements

Proceeds from issuance of long-term borrowings 4,359 – – – 4,359

Repayment of borrowings (12,237) – – – (12,237) Net movement in short-term borrowings (2,791) – – – (2,791) Net movement in derivatives – 279 – – 279

Interest paid (2,421) 452 (141) (42) (2,152) Purchase of treasury shares – – – (62) (62) Payments for settlement of written put options – – (1,482) – (1,482) Non-cash movements

Fair value movements (9) 3,594 – – 3,585

Foreign exchange (1,480) 1,428 – (2) (54) Interest costs 2,459 (485) 62 11 2,047

Lease additions 4,578 – – – 4,578

Acquisitions of subsidiaries 234 – – – 234 Other1 143 – 203 416 762 31 March 2021 67,760 859 492 491 69,602

Note: 1 Movement in Other liabilities primarily relate to share buyback programmes.

Strategic report Governance Financials Other information190 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

191 Vodafone Group Plc Annual Report 2022

Fair value and carrying value information The carrying value and valuation basis of the Group’s financial assets are set out in notes 13 ‘Other investments’, 14 ‘Trade and other receivables’ and 19 ‘Cash and cash equivalents’. For all financial assets held at amortised cost the carrying values approximate fair value except as disclosed in note 13 ‘Other investments’.

The carrying value and valuation basis of the Group’s financial liabilities are set out in notes 15 ‘Trade and other payables’ and 21 ‘Borrowings’. The carrying values approximate fair value for the Group’s trade payables and other payables categories. For other financial liabilities a comparison of fair value and carrying value is disclosed in note 21 ‘Borrowings’.

Net financial instruments The table below shows the Group’s financial assets and liabilities that are subject to offset in the balance sheet and the impact of enforceable master netting or similar agreements.

At 31 March 2022

Related amounts not set off in the balance sheet

Gross amount Amount set off

Amounts presented in

balance sheet

Right of set off with derivative counterparties

Collateral (liabilities)/assets1 Net amount

€m €m €m €m €m €m

Derivative financial assets 4,626 – 4,626 (1,365) (2,914) 347 Derivative financial liabilities (1,672) – (1,672) 1,365 368 61 Total 2,954 – 2,954 – (2,546) 408

At 31 March 2021

Related amounts not set off in the balance sheet

Gross amount Amount set off

Amounts presented in

balance sheet

Right of set off with derivative counterparties

Collateral (liabilities)/assets1 Net amount

€m €m €m €m €m €m

Derivative financial assets 3,151 – 3,151 (1,989) (962) 200 Derivative financial liabilities (4,010) – (4,010) 1,989 2,194 173 Total (859) – (859) – 1,232 373 Note: 1 Excludes collateral of €330 million (2021: €913 million) pledged as initial margin that does not offset against existing mark to market balances as at 31 March.

Financial assets and liabilities are offset and the net amount reported in the consolidated balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Derivative financial instruments that do not meet the criteria for offset could be settled net in certain circumstances under ISDA (‘International Swaps and Derivatives Association’) agreements where each party has the option to settle amounts on a net basis in the event of default from the other. Collateral may be offset and net settled against derivative financial instruments in the event of default by either party. The aforementioned collateral balances are recorded in ‘other investments’ or ‘current borrowings’ respectively.

23. Directors and key management compensation

This note details the total amounts earned by the Company’s Directors and members of the Executive Committee.

Directors Aggregate emoluments of the Directors of the Company were as follows:

2022 2021 2020 €m €m €m

Salaries and fees 4 4 4 Incentive schemes1 3 3 2 Other benefits2 – – 1 7 7 7

Notes: 1 Excludes gains from long-term incentive plans. 2 Includes the value of the cash allowance taken by some individuals in lieu of pension contributions.

No Directors serving during the year exercised share options in the year ended 31 March 2022 (2021: None; 2020: None).

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

190 Vodafone Group Plc Annual Report 2022 2020

22. Capital and financial risk management (continued)

Changes in assets and liabilities arising from financing activities

Borrowings Derivative assets and

liabilities Financial liabilities under put options Other liabilities

Assets and liabilities arising from financing

activities €m €m €m €m €m

1 April 2021 6677,,776600 885599 449922 449911 6699,,660022 Cash movements

Proceeds from issuance of long-term borrowings 2,548 – – – 2,548

Repayment of borrowings (8,248) – – – (8,248) Net movement in short-term borrowings 3,002 – – – 3,002

Net movement in derivatives – (293) – – (293) Interest paid (2,246) 469 (17) (10) (1,804) Purchase of treasury shares – – – (2,087) (2,087) Non-cash movements

Fair value movements – (2,631) – – (2,631) Foreign exchange 1,386 (930) – (15) 441

Interest costs 2,356 (428) 19 13 1,960

Lease additions 3,410 – – – 3,410 Other1 124 – – 3,106 3,230 31 March 2022 70,092 (2,954) 494 1,498 69,130

Borrowings Derivative assets and

liabilities Financial liabilities under put options Other liabilities

Assets and liabilities arising from financing

activities €m €m €m €m €m

1 April 2020 7744,,992255 ((44,,440099)) 11,,885500 117700 7722,,553366 Cash movements

Proceeds from issuance of long-term borrowings 4,359 – – – 4,359

Repayment of borrowings (12,237) – – – (12,237) Net movement in short-term borrowings (2,791) – – – (2,791) Net movement in derivatives – 279 – – 279

Interest paid (2,421) 452 (141) (42) (2,152) Purchase of treasury shares – – – (62) (62) Payments for settlement of written put options – – (1,482) – (1,482) Non-cash movements

Fair value movements (9) 3,594 – – 3,585

Foreign exchange (1,480) 1,428 – (2) (54) Interest costs 2,459 (485) 62 11 2,047

Lease additions 4,578 – – – 4,578

Acquisitions of subsidiaries 234 – – – 234 Other1 143 – 203 416 762 31 March 2021 67,760 859 492 491 69,602

Note: 1 Movement in Other liabilities primarily relate to share buyback programmes.

Strategic report Governance Financials Other information191 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

192

Vodafone Group Plc Annual Report 2022 2020

23. Directors and key management compensation (continued)

Key management compensation Aggregate compensation for key management, being the Directors and members of the Executive Committee, was as follows:

2022 2021 2020

Re-presented1 Re-presented1 €m €m €m

Short-term employee benefits 28 28 27 Share-based payments 8 11 7 36 39 34

Note: 1 The prior year comparatives for share-based payments have been re-presented to reflect the market value of the vested shares provided to key management personnel in the reported period.

The previous presentation was based on the value of share awards granted and recognised over the vesting period, however the grants were subject to various vesting conditions. The revised measurement basis is considered to provide a more appropriate measure of actual compensation received by key management personnel in the period. The re-presentation decreases the previously disclosed amounts by €12 million and €23 million for the years ended 31 March 2021 and 31 March 2020, respectively.

24. Employees

This note shows the average number of people employed by the Group during the year, in which areas of our business our employees work and where they are based. It also shows total employment costs.

2022 2021 2020 Employees Employees Employees

By activity Operations 15,404 14,893 14,616 Selling and distribution 25,499 26,874 28,133 Customer care and administration 56,038 54,739 52,470 96,941 96,506 95,219 By segment Germany 15,256 15,798 15,199 Italy 5,765 5,818 5,980 Spain 4,194 4,257 4,316 UK 9,198 9,584 10,295 Other Europe 15,106 15,460 14,646 Vodacom 7,973 7,810 7,773 Other Markets 9,336 9,498 10,515 Vantage Towers1 502 – – Common Functions 29,611 28,281 26,495 Total 96,941 96,506 95,219 Note: 1 Vantage Towers is a new reporting segment for the year ended 31 March 2022. See Note 2 ‘Revenue disaggregation and segmental analysis’ for details.

The cost incurred in respect of these employees (including Directors) was:

2022 2021 2020 €m €m €m

Wages and salaries 4,469 4,238 4,571 Social security costs 578 549 531 Other pension costs (note 25) 168 235 226 Share-based payments (note 26) 119 135 134 Total 5,334 5,157 5,462

Strategic report Governance Financials Other information192 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

192

Vodafone Group Plc Annual Report 2022 2020

23. Directors and key management compensation (continued)

Key management compensation Aggregate compensation for key management, being the Directors and members of the Executive Committee, was as follows:

2022 2021 2020

Re-presented1 Re-presented1 €m €m €m

Short-term employee benefits 28 28 27 Share-based payments 8 11 7 36 39 34

Note: 1 The prior year comparatives for share-based payments have been re-presented to reflect the market value of the vested shares provided to key management personnel in the reported period.

24. Employees

This note shows the average number of people employed by the Group during the year, in which areas of our business our employees work and where they are based. It also shows total employment costs.

2022 2021 2020 Employees Employees Employees

The cost incurred in respect of these employees (including Directors) was:

2022 2021 2020 €m €m €m

Wages and salaries 4,469 4,238 4,571 Social security costs 578 549 531 Other pension costs (note 25) 168 235 226 Share-based payments (note 26) 119 135 134 Total 5,334 5,157 5,462

Strategic report Governance Financials Other information192 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

193 Vodafone Group Plc Annual Report 2022

25. Post employment benefits

The Group operates a number of Defined Benefit and Defined Contribution retirement plans for our employees. The Group’s largest defined benefit plan is in the UK. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’. Accounting policies 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 a liability on the consolidated statement of financial position. Defined benefit plan liabilities are assessed using the projected unit funding method and applying the principal actuarial assumptions at the reporting period date. Assets are valued at market value.

Actuarial gains and losses are taken to the consolidated statement of comprehensive income for defined benefit plans or consolidated income statement for cash leaver plans as incurred. For this purpose, actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience adjustments arising from differences between the previous actuarial assumptions and what has actually occurred. The return on plan assets, in excess of interest income, and costs incurred for the management of plan assets are also taken to other comprehensive income.

Other movements in the net surplus or deficit are recognised in the consolidated income statement, including the current service cost, any past service cost and the effect of any settlements. The interest cost less the expected interest income on assets is also charged to the consolidated income statement. The amount charged to the consolidated 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 consolidated income statement as they fall due.

Background At 31 March 2022 the Group operated a number of retirement plans for the benefit of its employees throughout the world, with varying rights and obligations depending on the conditions and practices in the countries concerned. The Group’s philosophy is to provide access to defined contribution retirement plans where feasible and to manage legacy defined benefit retirement arrangements. Defined benefit plans provide benefits based on the employees’ length of pensionable service and their final pensionable salary or other criteria. Defined contribution plans offer employees individual funds that are converted into benefits at the time of retirement.

The Group operates defined benefit plans in Germany, India, Ireland, Italy, the UK, the United States; defined benefit indemnity plans in Greece and Turkey; and a cash leaver plan in India. Defined contribution plans are currently provided in Egypt, Germany, Greece, Hungary, India, Ireland, Italy, Portugal, South Africa, Spain and the UK.

Income statement expense 2022 2021 2020 €m €m €m

Defined contribution plans 197 204 180 Defined benefit plans (29) 31 46 Total amount charged to income statement (note 24) 168 235 226

Defined benefit plans The Group’s retirement policy is to provide competitive pension provision, in each operating country, in line with the market median for that location. The Group’s preferred retirement provision is focused on Defined Contribution arrangements and/or State provision for future service.

The Group’s main defined benefit funding liability is the Vodafone UK Group Pension Scheme (‘Vodafone UK plan’). Since June 2014 the Vodafone UK plan has consisted of two segregated sections: the Vodafone Section and the Cable & Wireless Section (‘CWW Section’). Both sections are closed to new entrants and to future accrual. The Group also operates smaller funded and unfunded plans in the UK, funded and unfunded plans in Germany and a funded plan in Ireland. Defined benefit pension provision exposes the Group to actuarial risks such as longer than expected longevity of participants, lower than expected return on investments and higher than expected inflation, which may increase the liabilities or reduce the value of assets of the plans.

During 2022 the Group consolidated its defined benefit plans with the mergers of a small plan in the UK, The J O Grant & Taylor (London) Ltd Staff Pension Scheme, into the Vodafone Section of the Vodafone UK plan and of the Cable and Wireless Employee Benefits Scheme in Ireland into the Vodafone Ireland Pension Plan.

The main defined benefit plans are administered by trustee boards which are legally separate from the Group and consist of representatives who are employees, former employees or are independent from the Group. The trustee boards of the pension plans are required by legislation to act in the best interest of the participants, set the investment strategy and contribution rates and are subject to statutory funding regimes.

The Vodafone UK plan is registered as an occupational pension plan with HM Revenue and Customs (‘HMRC’) and is subject to UK legislation and operates within the framework outlined by the Pensions Regulator. UK legislation requires that pension plans are funded prudently and that valuations are undertaken at least every three years. Separate valuations are required for the Vodafone Section and CWW Section.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

192

Vodafone Group Plc Annual Report 2022 2020

23. Directors and key management compensation (continued)

Key management compensation Aggregate compensation for key management, being the Directors and members of the Executive Committee, was as follows:

2022 2021 2020

Re-presented1 Re-presented1 €m €m €m

Short-term employee benefits 28 28 27 Share-based payments 8 11 7 36 39 34

Note: 1 The prior year comparatives for share-based payments have been re-presented to reflect the market value of the vested shares provided to key management personnel in the reported period.

24. Employees

This note shows the average number of people employed by the Group during the year, in which areas of our business our employees work and where they are based. It also shows total employment costs.

2022 2021 2020 Employees Employees Employees

The cost incurred in respect of these employees (including Directors) was:

2022 2021 2020 €m €m €m

Wages and salaries 4,469 4,238 4,571 Social security costs 578 549 531 Other pension costs (note 25) 168 235 226 Share-based payments (note 26) 119 135 134 Total 5,334 5,157 5,462

Strategic report Governance Financials Other information193 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

194

Vodafone Group Plc Annual Report 2022 2020

25. Post employment benefits (continued)

The trustees obtain regular actuarial valuations to check whether the statutory funding objective is met and whether a recovery plan is required to restore funding to the level of the agreed technical provisions. The 31 March 2019 triennial actuarial valuation for the Vodafone Section and CWW Section of the Vodafone UK plan showed a net deficit of £78 million (€90 million) on the funding basis, comprising of a £173 million (€200 million) deficit for the Vodafone Section and a £95 million (€110 million) surplus for the CWW Section. The next triennial actuarial valuation of the Vodafone UK plan has an effective date of 31 March 2022.

These plan-specific actuarial valuations will differ to the IAS 19 accounting basis, which is used to measure pension assets and liabilities presented in the Group’s consolidated statement of financial position.

Following the 2019 triennial valuation, the Group and trustees of the Vodafone UK plan agreed a funding plan to address the valuation deficit in the Vodafone Section over the period to 31 March 2025 and made a cash contribution on 4 September 2020 of £80 million (€90 million) into the Vodafone Section. This cash payment was invested into an annuity policy issued by a third party insurance company which in turn entered into a reinsurance policy covering these risks with the Group’s captive insurance company, see note 15 ‘Trade and other payables’. No further contributions are due in respect of the deficit revealed at the 2019 valuation.

Funding plans are individually agreed for each of the Group’s other defined benefit plans with the respective trustees or governing board, taking into account local regulatory requirements. It is expected that ordinary contributions of €49 million will be paid into the Group’s defined benefit plans during the year ending 31 March 2023. The Group has also provided certain guarantees in respect of the Vodafone UK plan; further details are provided in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.

The investment strategy for the UK plans is controlled by the trustees in consultation with the Group and the plans have no direct investments in the Group’s equity securities or in property or other assets currently used by the Group. The allocation of assets between different classes of investment is reviewed regularly and is a key factor in the trustee investment policy. The trustees aim to achieve the plan’s investment objectives through investing partly in a diversified mix of growth assets which, over the long term, are expected to grow in value by more than the low risk assets. The low risk assets include cash and gilts, inflation and interest rate hedging and in substance insured pensioner annuity policies in both the Vodafone Section and CWW Sections of the Vodafone UK plan and an insured pensioner annuity policy in the Vodafone Ireland Pension Plan. A number of investment managers are appointed to promote diversification by assets, organisation and investment style and current market conditions and trends are regularly assessed, which may lead to adjustments in the asset allocation.

Actuarial assumptions The Group’s plan liabilities are measured using the projected unit credit method using the principal actuarial assumptions set out below:

2022 2021 2020 % % %

Weighted average actuarial assumptions used at 31 March1: Rate of inflation2 3.3 2.9 2.2 Rate of increase in salaries3 3.1 2.7 2.5 Discount rate 2.5 1.8 2.0 Notes: 1 Figures shown represent a weighted average assumption of the individual plans. 2 The rate of increase in pensions in payment and deferred revaluation are dependent on the rate of inflation. 3 Relates only to schemes open to future accrual primarily in Germany, Ireland and India.

Mortality assumptions used are based on recommendations from the individual local actuaries which include adjustments for the experience of the Group where appropriate. The Group’s largest plan is the Vodafone UK plan. Further life expectancies assumed for the UK plans are 23.4/25.4 years (2021: 23.4/25.4 years) for a male/female pensioner currently aged 65 years and 25.4/27.5 years (2021: 25.4/27.4 years) from age 65 for a male/female non-pensioner member currently aged 40.

Charges made to the consolidated income statement and consolidated statement of comprehensive income (‘SOCI’) on the basis of the assumptions stated above are:

2022 2021 2020 €m €m €m

Current service cost 38 37 37 Net past service (credit)/costs1 (71) 2 – Net interest charge/(income) 4 (8) 9 Total net (credit)/cost included within staff costs (29) 31 46 Actuarial gains/(losses) recognised in the SOCI 627 (686) 640 Note: 1 A change in Germany relating to the provision of death and disability benefits effective from 1 April 2021 resulted in a past service credit of €49 million; further net past service credits were

recognised in the year ended 31 March 2022 for the Vodafone UK plan relating to the offer of a pension increase exchange to all members at retirement and benefit clarifications.

Duration of the benefit obligations The weighted average duration of the defined benefit obligation at 31 March 2022 is 21 years (2021: 21 years).

Strategic report Governance Financials Other information194 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

194

Vodafone Group Plc Annual Report 2022 2020

25. Post employment benefits (continued)

Actuarial assumptions The Group’s plan liabilities are measured using the projected unit credit method using the principal actuarial assumptions set out below:

2022 2021 2020 % % %

Charges made to the consolidated income statement and consolidated statement of comprehensive income (‘SOCI’) on the basis of the assumptions stated above are:

2022 2021 2020 €m €m €m

recognised in the year ended 31 March 2022 for the Vodafone UK plan relating to the offer of a pension increase exchange to all members at retirement and benefit clarifications.

Duration of the benefit obligations The weighted average duration of the defined benefit obligation at 31 March 2022 is 21 years (2021: 21 years).

Strategic report Governance Financials Other information194 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

195 Vodafone Group Plc Annual Report 2022

Fair value of the assets and present value of the liabilities of the plans The amount included in the consolidated statement of financial position arising from the Group’s obligations in respect of its defined benefit plans is as follows:

Assets Liabilities Net surplus/

(deficit) €m €m €m

1 April 2020 6,906 (6,754) 152 Service cost – (39) (39) Interest income/(cost) 137 (129) 8 Return on plan assets excluding interest income 466 – 466 Actuarial losses arising from changes in financial assumptions – (1,118) (1,118) Actuarial losses arising from experience adjustments – (34) (34) Employer cash contributions 125 – 125 Member cash contributions 10 (10) – Benefits paid (243) 243 – Exchange rate movements 244 (249) (5) Other movements (13) 5 (8) 31 March 2021 7,632 (8,085) (453)

Service cost – (38) (38) Past service credit – 71 71

Interest income/(cost) 140 (144) (4) Return on plan assets excluding interest income 58 – 58

Actuarial gains arising from changes in demographic assumptions – 7 7

Actuarial gains arising from changes in financial assumptions – 483 483

Actuarial gains arising from experience adjustments – 79 79

Employer cash contributions 60 – 60

Member cash contributions 17 (17) –

Benefits paid (241) 241 –

Exchange rate movements 52 (45) 7

Other movements (3) 7 4

31 March 2022 7,715 (7,441) 274

An analysis of the net surplus/(deficit) is provided below for the Group as a whole. 2022 2021 €m €m

Analysis of net surplus/(deficit): Total fair value of plan assets 7,715 7,632 Present value of funded plan liabilities (7,337) (7,968) Net surplus/(deficit) for funded plans 378 (336) Present value of unfunded plan liabilities (104) (117) Net surplus/(deficit) 274 (453) Net surplus/(deficit) is analysed as: Assets1 555 60 Liabilities (281) (513) Note: 1 Pension assets are deemed to be recoverable and there are no adjustments in respect of minimum funding requirements as economic benefits are available to the Group either in the form of

future refunds or, for plans still open to benefit accrual, in the form of possible reductions in future contributions.

An analysis of net surplus/(deficit) is provided below for the Vodafone UK plan, which is a funded plan. As part of the merger of the Vodafone UK plan and the Cable and Wireless Worldwide Retirement Plan (‘CWWRP’) plan on 6 June 2014 the assets and liabilities of the CWW Section are segregated from the Vodafone Section and hence are reported separately below. CWW Section Vodafone Section 2022 2021 2022 2021 €m €m €m €m

Analysis of net surplus/(deficit): Total fair value of plan assets 2,850 2,912 3,399 3,298 Present value of plan liabilities (2,565) (2,852) (3,166) (3,457) Net surplus/(deficit) 285 60 233 (159) Net surplus/(deficit) are analysed as: Assets 285 60 233 – Liabilities – – – (159)

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

194

Vodafone Group Plc Annual Report 2022 2020

25. Post employment benefits (continued)

Actuarial assumptions The Group’s plan liabilities are measured using the projected unit credit method using the principal actuarial assumptions set out below:

2022 2021 2020 % % %

Charges made to the consolidated income statement and consolidated statement of comprehensive income (‘SOCI’) on the basis of the assumptions stated above are:

2022 2021 2020 €m €m €m

recognised in the year ended 31 March 2022 for the Vodafone UK plan relating to the offer of a pension increase exchange to all members at retirement and benefit clarifications.

Duration of the benefit obligations The weighted average duration of the defined benefit obligation at 31 March 2022 is 21 years (2021: 21 years).

Strategic report Governance Financials Other information195 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

196

Vodafone Group Plc Annual Report 2021 2020

25. Post employment benefits (continued)

Fair value of plan assets 2022 2021 €m €m

Cash and cash equivalents 55 247 Equity investments:

With quoted prices in an active market 849 1,376 Without quoted prices in an active market 359 294

Debt instruments: With quoted prices in an active market 1,334 4,589 Without quoted prices in an active market 317 559

Property: With quoted prices in an active market 29 26 Without quoted prices in an active market 460 494

Derivatives:1 Without quoted prices in an active market 2,195 (1,557)

Investment fund 1,161 604 Annuity policies

With quoted prices in an active market 34 4 Without quoted prices 922 996

Total 7,715 7,632 Note: 1 Derivatives include collateral held in the form of cash. Assets are valued using ‘level 2’ inputs under IFRS 13 ‘Fair Value Measurement’ principles and classified as unquoted accordingly.

The fair value of plan assets, which have been measured in accordance with IFRS 13 ‘Fair Value Measurement’, are analysed by asset category above and are subdivided by assets that have a quoted market price in an active market and those that do not, such as investment funds. Where available, the fair values are quoted prices (e.g. listed equity, sovereign debt and corporate bonds). Unlisted investments without quoted prices in an active market (e.g. private equity) are included at values provided by the fund manager in accordance with relevant guidance. Other significant assets are valued based on observable inputs such as yield curves. The Vodafone UK plan annuity policies fully match the pension obligations of those pensioners insured and therefore are set equal to the present value of the related obligations. Investment funds of €1,161 million at 31 March 2022 include investments in diversified alternative beta funds held in the Vodafone Section of the Vodafone UK plan.

The actual return on plan assets over the year to 31 March 2022 was a gain of €198 million (2021: €603 million gain).

Sensitivity analysis Measurement of the Group’s defined benefit retirement obligation is sensitive to changes in certain key assumptions. The sensitivity analysis below shows how a reasonably possible increase or decrease in a particular assumption would, in isolation, result in an increase or decrease in the present value of the defined benefit obligation as at 31 March 2022.

Rate of inflation Rate of increase in salaries Discount rate Life expectancy

Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 1 year Increase by 1 year

€m €m €m €m €m €m €m €m

(Decrease)/increase in present (547) 552 (1) 1 770 (668) (248) 248 value of defined benefit obligation1

Note: 1 The sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another. In

presenting this sensitivity analysis, the change in the present value of the defined benefit obligation has been calculated on the same basis as prior years using the projected unit credit method at the end of the year, which is the same as that applied in calculating the defined benefit obligation liability recognised in the statement of financial position. The rate of inflation assumption sensitivity factors in the impact of changes to all assumptions relating to inflation including the rate of increase in salaries, pension increases and deferred revaluations.

Strategic report Governance Financials Other information196 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

196

Vodafone Group Plc Annual Report 2021 2020

25. Post employment benefits (continued)

Fair value of plan assets 2022 2021 €m €m

Cash and cash equivalents 55 247 Equity investments:

With quoted prices in an active market 849 1,376 Without quoted prices in an active market 359 294

Debt instruments: With quoted prices in an active market 1,334 4,589 Without quoted prices in an active market 317 559

Property: With quoted prices in an active market 29 26 Without quoted prices in an active market 460 494

Derivatives:1 Without quoted prices in an active market 2,195 (1,557)

Investment fund 1,161 604 Annuity policies

With quoted prices in an active market 34 4 Without quoted prices 922 996

The actual return on plan assets over the year to 31 March 2022 was a gain of €198 million (2021: €603 million gain).

Rate of inflation Rate of increase in salaries Discount rate Life expectancy

Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 1 year Increase by 1 year

€m €m €m €m €m €m €m €m

(Decrease)/increase in present (547) 552 (1) 1 770 (668) (248) 248 value of defined benefit obligation1

Strategic report Governance Financials Other information196 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

197

Vodafone Group Plc Annual Report 2022

26. Share-based payments

The Group has a number of share plans used to award shares to Executive Directors and employees as part of their remuneration package. A charge is recognised over the vesting period in the consolidated income statement to record the cost of these, based on the fair value of the award on the grant date. Accounting policies The Group issues equity-settled share-based awards to certain employees. Equity-settled share-based awards 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 award 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. A corresponding increase in additional paid-in capital is also recognised.

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 fair value of awards of non-vested shares is a calculation of the closing price of the Company’s shares on the day prior to the grant date, adjusted for the present value of the delay in receiving dividends where appropriate.

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 Sharesave Plan Under the Vodafone Sharesave Plan UK staff may acquire shares in the Company through monthly savings of up to £375 over a three and/or five year period. The savings 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.

Share plans Vodafone Group executive plans Under the Vodafone Global Incentive Plan awards of shares are granted to Directors and certain employees. The release of these shares is conditional upon continued employment and for some awards achievement of certain performance targets measured over a three year period.

Vodafone Share Incentive Plan Following a review of the UK all-employee plans it was decided that with effect from 1 April 2017 employees would no longer be able to contribute to the Share Incentive Plan and would therefore no longer receive matching shares. Individuals who hold shares in the plan will continue to receive dividend shares.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

196

Vodafone Group Plc Annual Report 2021 2020

25. Post employment benefits (continued)

Fair value of plan assets 2022 2021 €m €m

Cash and cash equivalents 55 247 Equity investments:

With quoted prices in an active market 849 1,376 Without quoted prices in an active market 359 294

Debt instruments: With quoted prices in an active market 1,334 4,589 Without quoted prices in an active market 317 559

Property: With quoted prices in an active market 29 26 Without quoted prices in an active market 460 494

Derivatives:1 Without quoted prices in an active market 2,195 (1,557)

Investment fund 1,161 604 Annuity policies

With quoted prices in an active market 34 4 Without quoted prices 922 996

The actual return on plan assets over the year to 31 March 2022 was a gain of €198 million (2021: €603 million gain).

Rate of inflation Rate of increase in salaries Discount rate Life expectancy

Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 0.5% Increase by 0.5% Decrease by 1 year Increase by 1 year

€m €m €m €m €m €m €m €m

(Decrease)/increase in present (547) 552 (1) 1 770 (668) (248) 248 value of defined benefit obligation1

Strategic report Governance Financials Other information197 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

198

Vodafone Group Plc Annual Report 2022 2020

26. Share-based payments (continued)

Movements in outstanding ordinary share options Ordinary share options 2022 2021 2020 Millions Millions Millions

1 April 62 53 46 Granted during the year 20 35 39 Forfeited during the year (2) (1) (1) Exercised during the year (1) – – Expired during the year (18) (25) (31) 31 March 61 62 53 Weighted average exercise price: 1 April £1.07 £1.19 £1.40 Granted during the year £0.95 £1.03 £1.06 Forfeited during the year £1.06 £1.16 £1.36 Exercised during the year £1.17 £1.23 £1.50 Expired during the year £1.10 £1.27 £1.34 31 March £1.02 £1.07 £1.19

Summary of options outstanding 31 March 2022 31 March 2021

Outstanding

Weighted average exercise

Weighted remaining

average contractual

life Outstanding

Weighted average exercise

Weighted remaining

average contractual

life Millions price Months Millions price Months

Vodafone Group Sharesave Plan: £0.91 – £1.89 61 £1.02 24 62 £1.07 30

Share awards Movements in non-vested shares are as follows:

2022 2021 2020 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 267 £1.20 245 £1.41 200 £1.92 Granted 113 £1.17 108 £0.99 135 £1.00 Vested (68) £1.44 (56) £1.56 (44) £2.10 Forfeited (42) £1.52 (30) £1.10 (46) £1.76 31 March 270 £1.07 267 £1.20 245 £1.41

Other information The total fair value of shares vested during the year ended 31 March 2022 was £98 million (2021: £108 million; 2020: £92 million).

The compensation cost included in the consolidated income statement in respect of share options and share plans was €119 million (2021: €135 million; 2020: €134 million) which is comprised principally of equity-settled transactions.

The average share price for the year ended 31 March 2022 was 122.1 pence (2021: 120.8 pence; 2020: 135.9 pence).

Strategic report Governance Financials Other information198 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

198

Vodafone Group Plc Annual Report 2022 2020

26. Share-based payments (continued)

Movements in outstanding ordinary share options Ordinary share options 2022 2021 2020 Millions Millions Millions

Summary of options outstanding 31 March 2022 31 March 2021

Outstanding

Weighted average exercise

Weighted remaining

average contractual

life Outstanding

Weighted average exercise

Weighted remaining

average contractual

life Millions price Months Millions price Months

Vodafone Group Sharesave Plan: £0.91 – £1.89 61 £1.02 24 62 £1.07 30

Share awards Movements in non-vested shares are as follows:

2022 2021 2020 Weighted Weighted Weighted average fair average fair average fair value at value at value at Millions grant date Millions grant date Millions grant date

Other information The total fair value of shares vested during the year ended 31 March 2022 was £98 million (2021: £108 million; 2020: £92 million).

The average share price for the year ended 31 March 2022 was 122.1 pence (2021: 120.8 pence; 2020: 135.9 pence).

Strategic report Governance Financials Other information198 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

199 Vodafone Group Plc Annual Report 2022

27. Acquisitions and disposals

The note below provides details of acquisition and disposal transactions for the current year as well as those completed in the prior year. For further details see ‘Critical accounting judgements and key sources of estimation uncertainty’ in note 1 ‘Basis of preparation’ to the consolidated financial statements.

Accounting policies Business combinations Acquisitions of subsidiaries are accounted for using the acquisition 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. Acquisition-related costs are recognised in the consolidated income statement as incurred. The acquiree’s identifiable assets and liabilities are recognised at their fair values at the acquisition date, which is the date on which control is transferred to the Group. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the Group’s previously held equity interest in the acquiree, if any, over the net amounts of identifiable assets acquired and liabilities assumed at the acquisition date. The interest of the non-controlling shareholders in the acquiree may initially be measured either at fair value or at the non-controlling shareholders’ proportion of the net fair value of the identifiable assets acquired, liabilities and contingent liabilities assumed. The choice of measurement basis is made on an acquisition-by-acquisition basis.

Acquisition of interests from non-controlling shareholders In transactions with non-controlling parties that do not result in a change in control, the difference between the fair value of the consideration paid or received and the amount by which the non-controlling interest is adjusted is recognised in equity.

Acquisitions The aggregate cash consideration in respect of purchases of subsidiaries, net of cash acquired, is as follows:

2022 2021 €m €m

Cash consideration paid Acquisitions during the year – 138 Net cash acquired – (2)

– 136

During the prior year ended 31 March 2021, the Group completed acquisitions for an aggregate consideration of €178 million, satisfied by the transfer of equity interests in certain of the Group’s subsidiaries. The aggregate fair values of goodwill, identifiable assets, liabilities and non- controlling interests recognised on acquisition were €82 million, €468 million, €312 million and €60 million, respectively. In addition, the Group paid €138 million in respect of acquisitions completed in prior periods.

Disposals

The difference between the carrying value of the net assets disposed of and the fair value of consideration received is recorded as a gain or loss on disposal. Foreign exchange translation gains or losses relating to subsidiaries, joint arrangements and associates that the Group has disposed of, and that have previously recorded in other comprehensive income or expense, are also recognised as part of the gain or loss on disposal.

The aggregate cash consideration in respect of the disposal of subsidiaries, net of cash disposed, is as follows:

2022 2021 €m €m

Cash consideration received Vodafone New Zealand – (37) Tower infrastructure in Italy – 192 Other disposals during the period – 3 Net cash disposed – (1)

– 157

Other transactions with non-controlling shareholders in subsidiaries

2022 2021 €m €m

Cash consideration received/(paid) Vantage Towers IPO 217 2,000 Vantage Towers Greece – (288) Other (28) (49)

189 1,663

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

198

Vodafone Group Plc Annual Report 2022 2020

26. Share-based payments (continued)

Movements in outstanding ordinary share options Ordinary share options 2022 2021 2020 Millions Millions Millions

Summary of options outstanding 31 March 2022 31 March 2021

Outstanding

Weighted average exercise

Weighted remaining

average contractual

life Outstanding

Weighted average exercise

Weighted remaining

average contractual

life Millions price Months Millions price Months

Vodafone Group Sharesave Plan: £0.91 – £1.89 61 £1.02 24 62 £1.07 30

Share awards Movements in non-vested shares are as follows:

2022 2021 2020 Weighted Weighted Weighted average fair average fair average fair value at value at value at Millions grant date Millions grant date Millions grant date

Other information The total fair value of shares vested during the year ended 31 March 2022 was £98 million (2021: £108 million; 2020: £92 million).

The average share price for the year ended 31 March 2022 was 122.1 pence (2021: 120.8 pence; 2020: 135.9 pence).

Strategic report Governance Financials Other information199 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

200

Vodafone Group Plc Annual Report 2022 2020

27. Acquisitions and disposals (continued)

Vantage Towers IPO In the comparative period, the Group completed an initial public offering of Vantage Towers AG, with the first day of trading on the Regulated Market of the Frankfurt Stock Exchange being 18 March 2021. The offer consisted solely of a secondary sell-down of existing shares held by Vodafone GmbH. Cash consideration of €2,000 million was received in the comparative period. A further €217 million was received in April 2021, following completion of the market stabilisation period described in the Vantage Towers prospectus.

Vantage Towers Greece In the comparative period on 25 March 2021, the Group exercised its option to purchase the remaining 38% of Vantage Towers Greece for cash consideration of €288 million, taking its shareholding to 100%.

Other matters

Vodafone Egypt On 10 November 2021, the Group announced that it had agreed to transfer its 55% shareholding in Vodafone Egypt to its subsidiary, Vodacom Group Limited (‘Vodacom’).

The total consideration is €2,365 million of which approximately €1,892 million will be settled by the issue of 242 million new ordinary Vodacom shares to Vodafone at an issue price of ZAR 135.75 per share; the remaining €473 million will be settled in cash. As a result, Vodafone’s ownership in Vodacom will increase from 60.5% to 65.1%.

Under the terms of the sale and purchase agreement, the cash element of the purchase consideration will be adjusted for any movement in the net debt and agreed working capital of Vodafone Egypt between signing and closing. Completion of the transaction is subject to a number of regulatory approvals, which are expected in the near term.

28. Commitments

A commitment is a contractual obligation to make a payment in the future, mainly in relation to agreements to buy assets such as mobile devices, network infrastructure and IT systems and leases that have not commenced. These amounts are not recorded in the consolidated statement of financial position since we have not yet received the goods or services from the supplier. The amounts below are the minimum amounts that we are committed to pay.

Capital commitments Company and subsidiaries Share of joint operations Group 2022 2021 2022 2021 2022 2021 €m €m €m €m €m €m

Contracts placed for future capital expenditure not provided in the financial statements1 4,388 3,993 140 133 4,527 4,126 Note: 1 Commitment includes contracts placed for property, plant and equipment and intangible assets.

Leases entered into by the Group but not commenced at 31 March 2022 are disclosed in note 20 ‘Leases’. Included in capital commitments is an amount of €331 million relating to spectrum acquisition commitments in Vodacom. €197 million of this spectrum acquisition commitment was settled subsequent to year-end.

29. Contingent liabilities and legal proceedings

Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than remote, but is not considered probable or cannot be measured reliably.

2022 2021 €m €m

Performance bonds1 430 381 Other guarantees2 2,436 2,347

Notes: 1 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 or commercial

arrangements. 2 Other guarantees principally comprise Vodafone Group Plc’s guarantee of the Group’s 50% share of a US$3.5 billion loan facility (2021: US$3.5 billion loan facility), which forms part of the Group’s overall

joint venture investment in TPG Telecom Ltd. The Group’s share of these loan balances is included in the net investment in joint venture (see note 12 ‘Investments in associates and joint arrangements’). Other guarantees also include INR42.5 billion (2021: INR42.5 billion) in relation to the secondary pledge over shares owned by Vodafone Group in Indus Towers. See page 201.

Strategic report Governance Financials Other information200 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

200

Vodafone Group Plc Annual Report 2022 2020

27. Acquisitions and disposals (continued)

Other matters

Vodafone Egypt On 10 November 2021, the Group announced that it had agreed to transfer its 55% shareholding in Vodafone Egypt to its subsidiary, Vodacom Group Limited (‘Vodacom’).

28. Commitments

Capital commitments Company and subsidiaries Share of joint operations Group 2022 2021 2022 2021 2022 2021 €m €m €m €m €m €m

29. Contingent liabilities and legal proceedings

Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than remote, but is not considered probable or cannot be measured reliably.

2022 2021 €m €m

Performance bonds1 430 381 Other guarantees2 2,436 2,347

Strategic report Governance Financials Other information200 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

201 Vodafone Group Plc Annual Report 2022

29. Contingent liabilities and legal proceedings (continued)

UK pension schemes The Group’s main defined benefit plan is the Vodafone UK Group Pension Scheme (‘Vodafone UK Plan’) which has two segregated sections, the Vodafone Section and the CWW Section, as detailed in note 25 ‘Post employment benefits’.

The Group has covenanted to provide security in favour of both the Vodafone Section and CWW Section when they are in a deficit position. The deficit is measured on a prescribed basis agreed between the Group and trustee, which differs from the accounting basis reported in note 25 ‘Post employment benefits’. The Group provides surety bonds as the security.

The level of the security has varied since inception in line with the movement in the Vodafone UK Plan deficit. Due to the improved funding position of the Plan the level of security has reduced significantly over the year. As at 31 March 2022 the Vodafone UK Plan retains security over €237 million (notional value) for the Vodafone Section and no security is currently required for the CWW Section. The security may be substituted either on a voluntary or mandatory basis. The Company has also provided two guarantees to the Vodafone Section of the Vodafone UK Plan for a combined value up to €1.48 billion to provide security over the deficit under certain defined circumstances, including insolvency of the employers. The Company has also agreed a similar guarantee of up to €1.48 billion for the CWW Section.

An additional smaller UK defined benefit plan, the THUS Plc Group Scheme, has a guarantee from the Company for up to €118 million.

Vodafone Idea As part of the agreement to merge Vodafone India and Idea Cellular in 2017, the parties agreed a mechanism for payments between the Group and Vodafone Idea Limited (‘VIL’) pursuant to the difference between the crystallisation of certain identified contingent liabilities in relation to legal, regulatory, tax and other matters, and refunds relating to Vodafone India and Idea Cellular. Cash payments or cash receipts relating to these matters must have been made or received by VIL before any amount becomes due from or owed to the Group. Any future payments by the Group to VIL as a result of this agreement would only be made after satisfaction of this and other contractual conditions.

The Group’s potential exposure under this mechanism is capped at INR 64 billion (€743 million) following payments made under this mechanism from Vodafone to VIL, in the year ended 31 March 2021, totalling INR 19 billion (€235 million). On 15 September 2021, the Government of India announced a relief package and a series of reforms designed to improve the liquidity and financial health of the telecom sector. The reforms include a four-year moratorium on spectrum and AGR payments and the option to convert payments due on spectrum and AGR payments to equity at the end of the moratorium period, with interest on due amounts being convertible during the moratorium period; VIL elected to accept the options in October and November 2021, respectively.

VIL raised INR 45 billion (€524 million) via the issue of new equity in March 2022, most of which was used to settle amounts due to Indus. VIL remains in need of additional liquidity support from its lenders and intends to raise additional equity capital. There are significant uncertainties in relation to VIL’s ability to make payments in relation to any remaining liabilities covered by the mechanism and no further cash payments are considered probable from the Group as at 31 March 2022. The carrying value of the Group’s investment in VIL is €nil and the Group is recording no further share of losses in respect of VIL. The Group’s potential exposure to liabilities within VIL is capped by the mechanism described above; consequently, contingent liabilities arising from litigation in India concerning operations of Vodafone India are not reported.

Indus Towers VIL’s ability to satisfy certain payment obligations under its Master Services Agreements with Indus Towers (the ‘MSAs’) is uncertain and depends on a number of factors including its ability to raise additional funding. Under the terms of the Indus and Bharti Infratel merger in November 2020, a security package was agreed for the benefit of the newly created merged entity, Indus Towers, which could be invoked in the event that VIL was unable to make MSA payments. The security package included the following elements:

- A prepayment in cash of INR 24 billion (€279 million) by VIL to Indus Towers in respect of its payment obligations that are undisputed, due and payable under the MSAs after the merger closing. The prepayment was fully utilised during the year to 31 March 2022;

- A primary pledge over 190.7 million shares owned by Vodafone Group in Indus Towers having a value of INR 47 billion (€544 million) as at 31 March 2021; and

- A secondary pledge over shares owned by Vodafone Group in Indus Towers (ranking behind Vodafone’s existing lenders for the outstanding bank borrowings of €1.4 billion as at 31 March 2022 secured against Indian assets utilised to fund Vodafone’s contribution to the VIL rights issue in 2019) (‘the Bank Borrowings’) with a maximum liability cap of INR 42.5 billion (€504 million).

In the event of non-payment of relevant MSA obligations by VIL, Indus Towers would have recourse to the primary pledge shares and, after repayment of the Bank Borrowings in full, any secondary pledged shares, up to the value of the liability cap.

During February and March 2022, the Group announced the disposal of the 190.7 million shares that were subject to the primary pledge in two transactions for a combined INR 38.1 billion (€445 million). The Group invested INR 33.7 billion (€393 million) of the proceeds by subscribing to newly issued VIL equity, which VIL immediately used to partially settle outstanding MSA obligations to Indus Towers. This transaction resulted in an equivalent partial release of the primary pledge, with the remaining INR 4.4 billion (€52 million) proceeds of the share disposal remaining secured for further utilisation by Indus Towers.

Indus Towers has recourse against the secondary pledge to the maximum liability cap, from any proceeds remaining after the settlement of the Bank Borrowings.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

200

Vodafone Group Plc Annual Report 2022 2020

27. Acquisitions and disposals (continued)

Other matters

Vodafone Egypt On 10 November 2021, the Group announced that it had agreed to transfer its 55% shareholding in Vodafone Egypt to its subsidiary, Vodacom Group Limited (‘Vodacom’).

28. Commitments

Capital commitments Company and subsidiaries Share of joint operations Group 2022 2021 2022 2021 2022 2021 €m €m €m €m €m €m

29. Contingent liabilities and legal proceedings

Contingent liabilities are potential future cash outflows, where the likelihood of payment is considered more than remote, but is not considered probable or cannot be measured reliably.

2022 2021 €m €m

Performance bonds1 430 381 Other guarantees2 2,436 2,347

Strategic report Governance Financials Other information201 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

202

Vodafone Group Plc Annual Report 2022 2020

29. Contingent liabilities and legal proceedings (continued)

Legal Proceedings

The Group is currently involved in a number of legal proceedings, including inquiries from, or discussions with, government authorities that are incidental to its operations.

Legal proceedings where the Group considers that the likelihood of material future outflows of cash or other resources is more than remote are disclosed below. Where the Group assesses that it is probable that the outcome of legal proceedings will result in a financial outflow, and a reliable estimate can be made of the amount of that obligation, a provision is recognised for these amounts.

In all cases, determining the probability of successfully defending a claim against the Group involves the application of judgement as the outcome is inherently uncertain. The determination of the value of any future outflows of cash or other resources, and the timing of such outflows, involves the use of estimates. The costs incurred in complex legal proceedings, regardless of outcome, can be significant.

The Group is not involved in any material proceedings in which any of the Group’s Directors, members of senior management or affiliates are either a party adverse to the Group or have a material interest adverse to the Group.

Indian tax cases In January 2012, the Supreme Court of India found against the Indian tax authority and in favour of Vodafone International Holdings BV (‘VIHBV’) in proceedings brought after the Indian tax authority alleged potential liability under the Income Tax Act 1961 for the failure by VIHBV to deduct withholding tax from consideration paid to the Hutchison Telecommunications International Limited group (‘HTIL’) in connection with its 2007 disposal to VIHBV of its interests in a wholly-owned Cayman Island incorporated subsidiary that indirectly held interests in Vodafone India Limited (‘Vodafone India’).

The Finance Act 2012 of India, which amended various provisions of the Income Tax Act 1961 with retrospective effect, contained provisions intended to tax any gain on transfer of shares in a non-Indian company, which derives substantial value from underlying Indian assets, such as VIHBV’s transaction with HTIL in 2007. Further, it sought to subject a purchaser, such as VIHBV, to a retrospective obligation to withhold tax. On 3 January 2013, VIHBV received a letter from the Indian tax authority reminding it of the tax demand raised prior to the Supreme Court of India’s judgement and updating the interest element of that demand to a total amount of INR142 billion, which included principal and interest as calculated by the Indian tax authority but did not include penalties. On 12 February 2016, VIHBV received a notice dated 4 February 2016 of an outstanding tax demand of INR221 billion (plus interest). On 29 September 2017, VIHBV received an electronically generated demand in respect of alleged principal, interest and penalties in the amount of INR190.7 billion.

VIHBV initiated arbitration proceedings under the Netherlands-India Bilateral Investment Treaty (‘Dutch BIT’) on 17 April 2014. In September 2020, the arbitration tribunal issued its award unanimously ruling in Vodafone’s favour. The Indian Government applied to set aside the award primarily on jurisdictional grounds. The proceedings have been transferred to the Singapore International Commercial Court (‘SICC’).

Separately, on 24 January 2017, Vodafone Group Plc and Vodafone Consolidated Holdings Limited formally commenced arbitration with the Indian Government under the United Kingdom-India Bilateral Investment Treaty (‘UK BIT’). Although relating to the same underlying facts as the claim under the Dutch BIT, the UK BIT claim is a separate and distinct claim under a different treaty and includes independent claims relating to disputes between the Indian tax authority and Vodafone India Services Private Limited (‘VISPL’) (see below). In 2020, following attempts by the Indian Government to obtain a court injunction preventing Vodafone from progressing the UK BIT arbitration, the Delhi High Court ordered that Vodafone shall proceed with the UK BIT arbitration only if the award already published under the Dutch BIT is set aside.

In August 2021 the Indian Parliament passed new legislation which affects the retrospective effect of the Finance Act 2012. The impact of this legislation on the Dutch and UK BIT proceedings, in particular whether the Indian Government will withdraw its challenge to the arbitration award in the Dutch BIT, is unknown as of the date of this report. The SICC granted a stay in the Dutch BIT proceedings to 15 June 2022.

VIHBV and Vodafone Group Plc will continue to defend vigorously any allegation that VIHBV or Vodafone India is liable to pay tax in connection with the transaction with HTIL. Based on the facts and circumstances of this matter, including the outcome of legal proceedings to date, the Group considers that it is more likely than not that no present obligation exists at 31 March 2022.

VISPL tax claims VISPL is involved in a number of tax cases. The total value of the claims is approximately €500 million plus interest, and penalties of up to 300% of the principal.

Of the individual tax claims, the most significant is in the amount of approximately €254 million (plus interest of €614 million), which VISPL has been assessed as owing in respect of (i) a transfer pricing margin charged for the international call centre of HTIL prior to the 2007 transaction with Vodafone for HTIL assets in India; (ii) the sale of the international call centre by VISPL to HTIL; and (iii) the acquisition of and/or the alleged transfer of options held by VISPL in Vodafone India. A stay of the tax demand on a deposit of £20 million and a corporate guarantee by VIHBV for the balance of tax assessed are in place. On 8 October 2015, the Bombay High Court ruled in favour of Vodafone in relation to the options and the call centre sale. The Indian Tax Authority has appealed to the Supreme Court of India. The appeal hearing has been adjourned indefinitely.

While there is some uncertainty as to the outcome of the tax cases involving VISPL, the Group believes it has valid defences and does not consider it probable that a financial outflow will be required to settle these cases.

Strategic report Governance Financials Other information202 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

202

Vodafone Group Plc Annual Report 2022 2020

29. Contingent liabilities and legal proceedings (continued)

Legal Proceedings

The Group is currently involved in a number of legal proceedings, including inquiries from, or discussions with, government authorities that are incidental to its operations.

VISPL tax claims VISPL is involved in a number of tax cases. The total value of the claims is approximately €500 million plus interest, and penalties of up to 300% of the principal.

Strategic report Governance Financials Other information202 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

203 Vodafone Group Plc Annual Report 2022

Other cases in the Group

Spain and UK: TOT v Vodafone Group Plc, VGSL, and Vodafone UK The Group has been defending cases brought against it in Spain and the UK by TOT Power Control and Top Optimized Technologies (jointly ‘TOT’) alleging breach of confidentiality and patent infringement. In November 2021 TOT withdrew all of its claims against the Group in Spain and the UK as part of an agreed settlement.

Further background relating to these claims is provided in the Group’s Annual Report for the financial year ended 31 March 2021.

Germany: Kabel Deutschland takeover - class actions The German courts have been determining the adequacy of the mandatory cash offer made to minority shareholders in Vodafone’s takeover of Kabel Deutschland. Hearings took place in May 2019 and a decision was delivered in November 2019 in Vodafone’s favour, rejecting all claims by minority shareholders. A number of shareholders appealed which was rejected by the court in December 2021. Several minority shareholders have filed a further appeal before the Federal Court of Justice. The appeal process is ongoing. While the outcome is uncertain, the Group believes it has valid defences and that the outcome of the appeal will be favourable to Vodafone.

Italy: Iliad v Vodafone Italy In July 2019, Iliad filed a claim for €500 million against Vodafone Italy in the Civil Court of Milan. The claim alleges anti-competitive behaviour in relation to portability and certain advertising campaigns by Vodafone Italy. Preliminary hearings have taken place, including one at which the Court rejected Iliad’s application for a cease and desist order against alleged misleading advertising by Vodafone. The main hearing on the merits of the claim took place on 8 June 2021 and we are waiting to receive the judgement.

The Group is currently unable to estimate any possible loss in this claim in the event of an adverse judgement but while the outcome is uncertain, the Group believes it has valid defences and that it is probable that no present obligation exists.

Greece: Papistas Holdings SA, Mobile Trade Stores (formerly Papistas SA) and Athanasios and Loukia Papistas v Vodafone Greece In October 2019, Mr. and Mrs. Papistas, and companies owned or controlled by them, filed several new claims against Vodafone Greece with a total value of approximately €330 million for purported damage caused by the alleged abuse of dominance and wrongful termination of a franchise arrangement with a Papistas company. Lawsuits which the Papistas claimants had previously brought against Vodafone Group Plc and certain Directors and officers of Vodafone were withdrawn. Vodafone Greece filed a counter claim and all claims were heard in February 2020. All of the Papistas claims were rejected by the Greek Court because the stamp duty payments required to have the merits of the case considered had not been made. Vodafone Greece’s counter claim was also rejected. The Papistas claimants and Vodafone Greece have each filed appeals and, subject to the Papistas claimants paying the requisite stamp duty, the hearing on the merits of these appeals will take place in early 2023.

The amount claimed in these lawsuits is substantial and, if the claimants are successful, the total potential liability could be material. However, we are continuing vigorously to defend the claims and based on the progress of the litigation so far the Group believes that it is highly unlikely that there will be an adverse ruling for the Group. On this basis, the Group does not expect the outcome of these claims to have a material financial impact.

UK: Phones 4U in Administration v Vodafone Limited and Vodafone Group Plc and Others In December 2018, the administrators of former UK indirect seller, Phones 4U, sued the three main UK mobile network operators (‘MNOs’), including Vodafone, and their parent companies. The administrators allege collusion between the MNOs to pull their business from Phones 4U thereby causing its collapse. Vodafone and the other defendants filed their defences in April 2019 and the Administrators filed their replies in October 2019. Disclosure has taken place and witness statements were filed in December 2021. The judge has also ordered that there should be a split trial between liability and damages. The first trial started in May 2022.

Taking into account all available evidence, the Group assesses it to be more likely than not that a present obligation does not exist and that the allegations of collusion are completely without merit; the Group is vigorously defending the claim. The value of the claim is not pleaded but we understand it to be the total value of the business, allegedly equivalent to approximately £1 billion with the addition of alleged exemplary damages. Vodafone’s alleged share of the liability is also not pleaded. The Group is not able to estimate any possible loss in the event of an adverse judgment.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

202

Vodafone Group Plc Annual Report 2022 2020

29. Contingent liabilities and legal proceedings (continued)

Legal Proceedings

The Group is currently involved in a number of legal proceedings, including inquiries from, or discussions with, government authorities that are incidental to its operations.

VISPL tax claims VISPL is involved in a number of tax cases. The total value of the claims is approximately €500 million plus interest, and penalties of up to 300% of the principal.

Strategic report Governance Financials Other information203 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

204

Vodafone Group Plc Annual Report 2022 2020

30. Related party transactions

The Group has a number of related parties including joint arrangements and associates, pension schemes and Directors and Executive Committee members (see note 12 ‘Investments in associates and joint arrangements’, note 25 ‘Post employment benefits’ and note 23 ‘Directors and key management compensation’).

Transactions with joint arrangements and associates Related party transactions with the Group’s joint arrangements and associates primarily comprise fees for the use of products and services including network airtime and access charges, fees for the provision of network infrastructure and cash pooling arrangements. 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 except as disclosed below.

2022 2021 2020 €m €m €m

Sales of goods and services to associates 20 14 32 Purchase of goods and services from associates 10 5 4 Sales of goods and services to joint arrangements 221 203 305 Purchase of goods and services from joint arrangements 298 109 97 Interest income receivable from joint arrangements1 48 65 71 Interest expense payable to joint arrangements1 52 56 –

Trade balances owed:

by associates 8 3 4 to associates 6 5 4 by joint arrangements 139 88 157 to joint arrangements 34 31 37

Other balances owed by associates 80 56 – Other balances owed by joint arrangements1 1,080 955 1,083 Other balances owed to joint arrangements2 1,561 1,575 2,017 Notes: 1 Amounts arise primarily through VodafoneZiggo, TPG Telecom Limited and INWIT S.p.A.. Interest is paid in line with market rates. 2 Amounts are primarily in relation to leases of tower space from INWIT S.p.A.

Dividends received from associates and joint ventures are disclosed in the consolidated statement of cash flows.

Transactions with Directors other than compensation During the three years ended 31 March 2022 and as of 17 May 2022, no Director nor any other executive officer, nor any associate of any Director or any other executive officer, was indebted to the Group. During the three years ended 31 March 2022 and as of 17 May 2022, the Group 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.

Strategic report Governance Financials Other information204 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

204

Vodafone Group Plc Annual Report 2022 2020

30. Related party transactions

2022 2021 2020 €m €m €m

Trade balances owed:

by associates 8 3 4 to associates 6 5 4 by joint arrangements 139 88 157 to joint arrangements 34 31 37

Dividends received from associates and joint ventures are disclosed in the consolidated statement of cash flows.

Strategic report Governance Financials Other information204 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

205 Vodafone Group Plc Annual Report 2022

31. Related undertakings

A full list of all of our subsidiaries, joint arrangements and associated undertakings is detailed below. A full list of subsidiaries, joint arrangements and associated undertakings (as defined in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008) as at 31 March 2022 is detailed below. No subsidiaries are excluded from the Group consolidation. Unless otherwise stated the Company’s subsidiaries all have share capital consisting solely of ordinary shares and are indirectly held. The percentage held by Group companies reflect both the proportion of nominal capital and voting rights unless otherwise stated. Summarised financial information is provided in respect of the Group’s most significant joint arrangements and associates in note 12 ‘Investments in associates and joint arrangements’.

Subsidiaries Accounting policies A subsidiary is an entity directly or indirectly controlled by the Company. Control is achieved where the Company has existing rights that give it the current ability to direct the activities that affect the Company’s returns and exposure or rights to variable returns from the entity. The results of subsidiaries acquired or disposed of during the year are included in the consolidated 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. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non- controlling shareholder’s share of changes in equity since the date of the combination. Total comprehensive income is attributed to non- controlling interests even if this results in the non-controlling interests having a deficit balance.

Company name

% of share class held by

Group Companies Share class

Albania

Autostrada Tirane-Durres, Rruga: “Pavaresia”, Nr 61, Kashar, Tirana, Albania

Vodafone Albania Sh.A 99.94 Ordinary shares

Lagjia Kongresi Përmetit, Bulevardi "Jakov Xoxa", pallati nr. 5, kati nr. 1, Fier, Albania

ApNet SHPK 99.94 Ordinary shares

Rruga "Ibrahim Rugova", Sky Tower, Kati i 5, Hyrja 2, Tiranë, 1000, Albania

_VOIS Albania ShpK. 100.00 Ordinary shares

Argentina

Cerrito 348, 5 to B, C1010AAH, Buenos Aires, Argentina

CWGNL S.A. (in process of dissolution) 100.00 Ordinary shares

Australia

Mills Oakley, Level 7, 151 Clarence Street, Sydney NSW 2000, Australia

Vodafone Enterprise Australia Pty Limited

100.00 Ordinary shares

Austria

c/o Stolitzka & Partner Rechtsanwälte OG, Kärntner Ring 12, 3. Stock, 1010, Wien, Austria

Vodafone Enterprise Austria GmbH 100.00 Ordinary shares

Bahrain

RSM Bahrain, 3rd Floor Falcon Tower, Diplomatic Area, Manama, PO BOX 11816, Bahrain

Vodafone Enterprise Bahrain W.L.L. 100.00 Ordinary shares

Belgium

Company name

% of share class held by

Group Companies Share class

Malta House, rue Archimède 25, 1000 Bruxelles, Belgium

Vodafone Belgium SA/NV 100.00 Ordinary shares

Brazil

Avenida Cidade Jardim, 400, 7th and 20th Floors, Jardim Paulistano, São Paulo, Brazil, 01454-000

Vodafone Serviços Empresariais Brasil Ltda.

100.00 Ordinary shares

Av José Rocha Bonfim, 214, Cond Praça Capital – Edifício Toronto, sls 228/229 13080-900 Jardim Santa Genebra – Campinas, São Paulo, Brazil

Cobra do Brasil Serviços de Telemàtica ltda. (in process of dissolution)

70.00 Ordinary shares

Av Paulista 37 – 4º andar, Sala 427, Bela Vista, CEP, 01311 – 902, São Paulo, Brazil

Vodafone Empresa Brasil Telecomunicações Ltda

100.00 Ordinary shares

Bulgaria

10 Tsar Osvoboditel Blvd., 3rd Floor, Spredets Region, Sofia, 1000, Bulgaria

Vodafone Enterprise Bulgaria EOOD 100.00 Ordinary shares

Canada

c/o ARC Information Services Inc., 3-84 Castlebury Crescent, Toronto ON M2H 1W8, Canada

Vodafone Canada Inc. 100.00 Common shares

Cayman Islands

One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands

CGP Investments (Holdings) Limited 100.00 Ordinary shares

Company name

% of share class held by

Group Companies Share class

Chile

222 Miraflores, P.28, Santiago, Metrop, 97-763, Chile

Vodafone Enterprise Chile S.A. 100.00 Ordinary shares

China

Building 21, 11, Kangding St., BDA, Beijing, 100176 – China

Vodafone Automotive Technologies (Beijing) Co, Ltd

100.00 Ordinary shares

Level 9, Tower 2, China Central Place, Room 941, No.79 Jianguo Road, Chaoyang District, Beijing, 100025, China

Vodafone Enterprise Communications Technical Service (Shanghai) Co., Ltd. Beijing Branch2

100.00 Branch

Room 1603, 16th Floor, 1200 Pudong Avenue, Free Trade Zone, Shanghai, China

Vodafone Enterprise Communications Technical Service (Shanghai) Co., Ltd.

100.00 Ordinary shares

Congo, The Democratic Republic of the

292 Avenue de La Justice, Commune de la Gombe, Kinshasa, The Democratic Republic of the Congo

Vodacom Congo (RDC) SA5 30.85 Ordinary shares

Building Comimmo II Ground Floor Right, 3157 Boulevard du 30 Juin, Commune de la Gombe, Kinshasa, DRC Congo, The Democratic Republic of the

Vodacash S.A.5 30.85 Ordinary shares

Cyprus

Ali Rıza Efendi Caddesi No:33/A Ortaköy, Lefkoşa, Cyprus

Vodafone Evde Operations Ltd 100.00 Ordinary shares

Vodafone Mobile Operations Limited 100.00 Ordinary shares

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

204

Vodafone Group Plc Annual Report 2022 2020

30. Related party transactions

2022 2021 2020 €m €m €m

Trade balances owed:

by associates 8 3 4 to associates 6 5 4 by joint arrangements 139 88 157 to joint arrangements 34 31 37

Dividends received from associates and joint ventures are disclosed in the consolidated statement of cash flows.

Strategic report Governance Financials Other information205 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

206 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Czech Republic

náměstí Junkových 2, Prague 5, Czech Republic, 155 00, Czech Republic

Nadace Vodafone Česká Republika 100.00 Trustee

Oskar Mobil S.R.O. 100.00 Ordinary shares

Vodafone Czech Republic A.S. 100.00 Ordinary shares

Vodafone Enterprise Europe (UK) Limited - Czech Branch2

100.00 Branch

Praha 4, Nusle, Závišova 502/5, 14000, Czech Republic

Vantage Towers 2 s.r.o. 100.00 Ordinary shares

Vantage Towers s.r.o. 4 81.74 Ordinary shares

Závišova Real Estate, s.r.o. 100.00 Ordinary shares

Denmark

Tuborg Boulevard 12, 2900, Hellerup, Denmark

Vodafone Enterprise Denmark A/S 100.00 Ordinary (DKK) shares

Egypt

37 Kaser El Nil St, 4th. Floor, Cairo, Egypt

Starnet 55.00 Ordinary shares

54 El Batal Ahmed Abed El Aziz, Mohandseen, Giza, Egypt

Sarmady Communications 55.00 Ordinary shares

Building no. 2109 “VHUB1”, Smart Village, Cairo Alexandria, Egypt

Vodafone International Services LLC 100.00 Ordinary shares

Site No 15/3C, Central Axis, 6th October City, Egypt

Vodafone Egypt Telecommunications S.A.E.

55.00 Ordinary shares

Smart Village C3 Vodafone Building, Egypt

Vodafone Data 55.00 Ordinary shares

Vodafone Building Zahraa EL Maadi, Building A, Service Area D, Maadi, Cairo, Egypt

Vodafone For Trading 54.95 Ordinary shares

Finland

c/o Eversheds Asianajotoimisto Oy, Fabianinkatu 29 B, Helsinki, 00100, Finland

Vodafone Enterprise Finland OY 100.00 Ordinary shares

France

1300 route de Cretes, Le WTC, Bat I1, 06560, Valbonne Soph, France

Vodafone Automotive Telematics Development S.A.S

100.00 Ordinary shares

EuroPlaza Tour, 20 Avenue Andre Prothin, La Défense Cedex- France (149153), 92400, Courbevoie, France

Vodafone Automotive France S.A.S 100.00 Ordinary shares

Vodafone Enterprise France SAS 100.00 New euro shares

Rue Champollion, 22300, Lannion, France

Apollo Submarine Cable System Ltd – French Branch2

100.00 Branch

Germany

Aachener Str. 746-750, 50933, Köln, Germany

Arena Sport Rechte Marketing GmbH i.L (in liquidation)

100.00 Ordinary shares

Altes Forsthaus 2, 67661, Kaiserslautern, Germany

TKS Telepost Kabel-Service Kaiserslautern GmbH3

93.84 Ordinary shares

Betastraße 6-8, 85774 Unterföhring, Germany

Kabel Deutschland Holding AG 93.84 Ordinary shares

Vodafone Customer Care GmbH3 93.84 Ordinary shares

Vodafone Deutschland GmbH 93.84 Ordinary shares

Buschurweg 4, 76870, Kandel, Germany

Vodafone Automotive Deutschland GmbH

100.00 Ordinary shares

Ferdinand-Braun-Platz 1, 40549, Duesseldorf, Germany

Vodafone Enterprise Germany GmbH 100.00 Ordinary shares

Vodafone GmbH 100.00 Ordinary A shares, Ordinary

B shares

Vodafone Group Services GmbH 100.00 Ordinary shares

Vodafone Institut für Gesellschaft und Kommunikation GmbH

100.00 Ordinary shares

Vodafone Stiftung Deutschland Gemeinnutzige GmbH

100.00 Ordinary shares

Vodafone Vierte Verwaltungs AG 100.00 Ordinary shares

Vodafone West GmbH 100.00 Ordinary shares

Friedrich-Wilhelm-Strasse 2, 38100, Braunschweig, Germany

KABELCOM Braunschweig Gesellschaft Fur Breitbandkabel- Kommunikation Mit Beschrankter Haftung3

93.84 Ordinary shares

Helmholtzstaße. 2-9, Gerbäude 10587, Berlin, Germany

Vodafone Service GmbH 100.00 Ordinary shares

Holzmarkt 1, 50676, Köln, North Rhine-Westphalia, Germany

Grandcentrix GmbH 100.00 Ordinary shares

Nobelstrasse 55, 18059, Rostock, Germany

“Urbana Teleunion” Rostock GmbH & Co.KG3

65.69 Ordinary shares

Prinzenallee 11-13, 40549, Düsseldorf, Germany

Vantage Towers AG 81.74 Ordinary shares

Vantage Towers Erste Verwaltungsgesellschaft mbH4

81.74 Ordinary shares

Vantage Towers Zweite Verwaltungsgesellschaft mbH4

81.74 Ordinary shares

Seilerstrasse 18, 38440, Wolfsburg, Germany

KABELCOM Wolfsburg Gesellschaft Fur Breitbandkabel-Kommunikation Mit Beschrankter Haftung3

93.84 Ordinary shares

Ghana

Manet Tower A, South Liberation Link, Airport City, Accra, Ghana

Ghana Telecommunications Company Limited

70.00 Ordinary shares, Preference

Vodacom Business (Ghana) Limited 70.00 Ordinary shares, Preference

Vodafone Ghana Mobile Financial Services Limited

70.00 Ordinary shares

Telecom House, Nsawam Road, Accra-North, Greater Accra Region, PMB 221, Ghana

National Communications Backbone Company Limited

70.00 Ordinary shares

Greece

1-3 Tzavella str, 152 31 Halandri, Athens, Greece

Vodafone-Panafon Hellenic Telecommunications Company S.A.

99.87 Ordinary shares

12,5 km National Road Athens – Lamia, Metamorfosi / Athens, 14452, Greece

Vodafone Innovus S.A. 99.87 Ordinary shares

2 Adrianeiou str, Athens, 11525, Greece

Vantage Towers Single Member Societe Anonyme4

81.74 Ordinary shares

Pireos 163 & Ehelidon, Athens, 11854, Greece

360 Connect S.A. 99.87 Ordinary shares

Guernsey

Martello Court, Admiral Park, St. Peter Port, GY1 3HB, Guernsey

FB Holdings Limited 100.00 Ordinary shares

Le Bunt Holdings Limited 100.00 Ordinary shares

Silver Stream Investments Limited 100.00 Ordinary shares

Roseneath, The Grange, St Peter Port, GY1 2QJ, Guernsey

VBA Holdings Limited5 60.50 Ordinary shares and non-voting,

irredeemable, non-cumulative

preference shares

VBA International Limited5 60.50 Ordinary shares, and non-voting,

irredeemable, non-convertible, non-cumulative

preference shares

Hong Kong

Level 24, Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong

Vodafone Enterprise Hong Kong Ltd 100.00 Ordinary shares

Hungary

40-44 Hungaria Krt., Budapest, H-1087, Hungary

VSSB Vodafone Szolgáltató Központ Budapest Zártkörűen Működő Részvénytársaság

100.00 Registered ordinary shares

6 Lechner Ödön fasor, Budapest, 1096, Hungary

Vantage Towers Zártkörűen Működő Részvénytársaság4

81.74 Ordinary shares

Vodafone Magyarország Távközlési Zártkörűen Működő Részvénytársaság

100.00 Series A Registered

common shares

Strategic report Governance Financials Other information206 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

206 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Czech Republic

náměstí Junkových 2, Prague 5, Czech Republic, 155 00, Czech Republic

Nadace Vodafone Česká Republika 100.00 Trustee

Oskar Mobil S.R.O. 100.00 Ordinary shares

Vodafone Czech Republic A.S. 100.00 Ordinary shares

Vodafone Enterprise Europe (UK) Limited - Czech Branch2

100.00 Branch

Praha 4, Nusle, Závišova 502/5, 14000, Czech Republic

Vantage Towers 2 s.r.o. 100.00 Ordinary shares

Vantage Towers s.r.o. 4 81.74 Ordinary shares

Závišova Real Estate, s.r.o. 100.00 Ordinary shares

Denmark

Tuborg Boulevard 12, 2900, Hellerup, Denmark

Vodafone Enterprise Denmark A/S 100.00 Ordinary (DKK) shares

Egypt

37 Kaser El Nil St, 4th. Floor, Cairo, Egypt

Starnet 55.00 Ordinary shares

54 El Batal Ahmed Abed El Aziz, Mohandseen, Giza, Egypt

Sarmady Communications 55.00 Ordinary shares

Building no. 2109 “VHUB1”, Smart Village, Cairo Alexandria, Egypt

Vodafone International Services LLC 100.00 Ordinary shares

Site No 15/3C, Central Axis, 6th October City, Egypt

Vodafone Egypt Telecommunications S.A.E.

55.00 Ordinary shares

Smart Village C3 Vodafone Building, Egypt

Vodafone Data 55.00 Ordinary shares

Vodafone Building Zahraa EL Maadi, Building A, Service Area D, Maadi, Cairo, Egypt

Vodafone For Trading 54.95 Ordinary shares

Finland

c/o Eversheds Asianajotoimisto Oy, Fabianinkatu 29 B, Helsinki, 00100, Finland

Vodafone Enterprise Finland OY 100.00 Ordinary shares

France

1300 route de Cretes, Le WTC, Bat I1, 06560, Valbonne Soph, France

Vodafone Automotive Telematics Development S.A.S

100.00 Ordinary shares

EuroPlaza Tour, 20 Avenue Andre Prothin, La Défense Cedex- France (149153), 92400, Courbevoie, France

Vodafone Automotive France S.A.S 100.00 Ordinary shares

Vodafone Enterprise France SAS 100.00 New euro shares

Rue Champollion, 22300, Lannion, France

Apollo Submarine Cable System Ltd – French Branch2

100.00 Branch

Germany

Aachener Str. 746-750, 50933, Köln, Germany

Arena Sport Rechte Marketing GmbH i.L (in liquidation)

100.00 Ordinary shares

Altes Forsthaus 2, 67661, Kaiserslautern, Germany

TKS Telepost Kabel-Service Kaiserslautern GmbH3

93.84 Ordinary shares

Betastraße 6-8, 85774 Unterföhring, Germany

Kabel Deutschland Holding AG 93.84 Ordinary shares

Vodafone Customer Care GmbH3 93.84 Ordinary shares

Vodafone Deutschland GmbH 93.84 Ordinary shares

Buschurweg 4, 76870, Kandel, Germany

Vodafone Automotive Deutschland GmbH

100.00 Ordinary shares

Ferdinand-Braun-Platz 1, 40549, Duesseldorf, Germany

Vodafone Enterprise Germany GmbH 100.00 Ordinary shares

Vodafone GmbH 100.00 Ordinary A shares, Ordinary

B shares

Vodafone Group Services GmbH 100.00 Ordinary shares

Vodafone Institut für Gesellschaft und Kommunikation GmbH

100.00 Ordinary shares

Vodafone Stiftung Deutschland Gemeinnutzige GmbH

100.00 Ordinary shares

Vodafone Vierte Verwaltungs AG 100.00 Ordinary shares

Vodafone West GmbH 100.00 Ordinary shares

Friedrich-Wilhelm-Strasse 2, 38100, Braunschweig, Germany

KABELCOM Braunschweig Gesellschaft Fur Breitbandkabel- Kommunikation Mit Beschrankter Haftung3

93.84 Ordinary shares

Helmholtzstaße. 2-9, Gerbäude 10587, Berlin, Germany

Vodafone Service GmbH 100.00 Ordinary shares

Holzmarkt 1, 50676, Köln, North Rhine-Westphalia, Germany

Grandcentrix GmbH 100.00 Ordinary shares

Nobelstrasse 55, 18059, Rostock, Germany

“Urbana Teleunion” Rostock GmbH & Co.KG3

65.69 Ordinary shares

Prinzenallee 11-13, 40549, Düsseldorf, Germany

Vantage Towers AG 81.74 Ordinary shares

Vantage Towers Erste Verwaltungsgesellschaft mbH4

81.74 Ordinary shares

Vantage Towers Zweite Verwaltungsgesellschaft mbH4

81.74 Ordinary shares

Seilerstrasse 18, 38440, Wolfsburg, Germany

KABELCOM Wolfsburg Gesellschaft Fur Breitbandkabel-Kommunikation Mit Beschrankter Haftung3

93.84 Ordinary shares

Ghana

Manet Tower A, South Liberation Link, Airport City, Accra, Ghana

Ghana Telecommunications Company Limited

70.00 Ordinary shares, Preference

Vodacom Business (Ghana) Limited 70.00 Ordinary shares, Preference

Vodafone Ghana Mobile Financial Services Limited

70.00 Ordinary shares

Telecom House, Nsawam Road, Accra-North, Greater Accra Region, PMB 221, Ghana

National Communications Backbone Company Limited

70.00 Ordinary shares

Greece

1-3 Tzavella str, 152 31 Halandri, Athens, Greece

Vodafone-Panafon Hellenic Telecommunications Company S.A.

99.87 Ordinary shares

12,5 km National Road Athens – Lamia, Metamorfosi / Athens, 14452, Greece

Vodafone Innovus S.A. 99.87 Ordinary shares

2 Adrianeiou str, Athens, 11525, Greece

Vantage Towers Single Member Societe Anonyme4

81.74 Ordinary shares

Pireos 163 & Ehelidon, Athens, 11854, Greece

360 Connect S.A. 99.87 Ordinary shares

Guernsey

Martello Court, Admiral Park, St. Peter Port, GY1 3HB, Guernsey

FB Holdings Limited 100.00 Ordinary shares

Le Bunt Holdings Limited 100.00 Ordinary shares

Silver Stream Investments Limited 100.00 Ordinary shares

Roseneath, The Grange, St Peter Port, GY1 2QJ, Guernsey

VBA Holdings Limited5 60.50 Ordinary shares and non-voting,

irredeemable, non-cumulative

preference shares

VBA International Limited5 60.50 Ordinary shares, and non-voting,

irredeemable, non-convertible, non-cumulative

preference shares

Hong Kong

Level 24, Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong

Vodafone Enterprise Hong Kong Ltd 100.00 Ordinary shares

Hungary

40-44 Hungaria Krt., Budapest, H-1087, Hungary

VSSB Vodafone Szolgáltató Központ Budapest Zártkörűen Működő Részvénytársaság

100.00 Registered ordinary shares

6 Lechner Ödön fasor, Budapest, 1096, Hungary

Vantage Towers Zártkörűen Működő Részvénytársaság4

81.74 Ordinary shares

Vodafone Magyarország Távközlési Zártkörűen Működő Részvénytársaság

100.00 Series A Registered

common shares

Strategic report Governance Financials Other information206 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

207 Vodafone Group Plc Annual Report 2022

India

10th Floor, Tower A&B, Global Technology Park, (Maple Tree Building), Marathahalli Outer Ring Road, Devarabeesanahalli Village, Varthur Hobli, Bengaluru, Karnataka, 560103, India

Cable & Wireless Networks India Private Limited

100.00 Equity shares

Cable and Wireless (India) Limited – Branch2

100.00 Branch

Cable and Wireless Global (India) Private Limited

100.00 Equity shares

201 - 206, Shiv Smriti Chambers, 49/A, Dr. Annie Besant Road, Worli, Mumbai, Maharashtra, 400018, India

Omega Telecom Holdings Private Limited

100.00 Equity shares

Vodafone India Services Private Ltd 100.00 Equity shares

Business@Mantri, Tower B, Wing no – B1 & B2, 3rd Floor, S. No. – 197, Near Hotel Four Points, Lohegaon, Pune, Maharashtra, 411014, India

Vodafone Global Services Private Ltd 100.00 Equity shares

E-47, Bankra Super Market, Bankra, Howrah, West Bengal, 711403, India

Usha Martin Telematics Limited 100.00 Equity shares

Ireland

2nd Floor, Palmerston House, Fenian Street, Dublin 2, Ireland

Vodafone International Financing Designated Activity Company

100.00 Ordinary shares

38/39 Fitzwilliam Square West, Dublin 2, D02 NX53, Ireland

Vodafone Enterprise Global Limited 100.00 Ordinary shares

Vodafone Global Network Limited 100.00 Ordinary shares

Mountainview, Leopardstown, Dublin 18, Ireland

Vantage Towers Limited4 81.74 Ordinary shares

VF Ireland Property Holdings Limited 100.00 Ordinary euro shares

Vodafone Group Services Ireland Limited

100.00 Ordinary shares

Vodafone Ireland Limited 100.00 Ordinary shares

Vodafone Ireland Marketing Limited 100.00 Ordinary shares

Vodafone Ireland Retail Limited 100.00 Ordinary shares

Italy

Piazzale Luigi Cadorna, 4, 20123, Milano, Italy

Vodafone Global Enterprise (Italy) S.R.L.

100.00 Ordinary shares

SS 33 del Sempione KM 35, 212, 21052 Busto Arsizio (VA), Italy

Vodafone Automotive Italia S.p.A 100.00 Ordinary shares

Via Astico 41, 21100 Varese, Italy

Vodafone Automotive Electronic Systems S.r.L

100.00 Ordinary shares

Vodafone Automotive SpA 100.00 Ordinary shares

Vodafone Automotive Telematics Srl 100.00 Ordinary shares

Via Jervis 13, 10015, Ivrea, Tourin, Italy

VEI S.r.l. 100.00 Partnership interest shares

Vodafone Italia S.p.A. 100.00 Ordinary shares

Via Lorenteggio 240, 20147, Milan, Italy

Vodafone Enterprise Italy S.r.L 100.00 Euro shares

Vodafone Gestioni S.p.A. 100.00 Ordinary shares

Vodafone Servizi E Tecnologie S.R.L. 100.00 Equity shares

Via per Carpi 26/B, 42015, Correggio (RE), Italy

VND S.p.A 100.00 Ordinary shares

Japan

KAKiYa building, 9F, 2-7-17 Shin-Yokohama, Kohoku-ku, Yokoha- City, Kanagawa, 222-0033, Japan

Vodafone Automotive Japan KK 100.00 Ordinary shares

Marunouchi Trust Tower North 15F, 8-1, Marunouchi 1-chome, Level 15, Chiyoda-ku, Tokyo, Japan

Vodafone Enterprise U.K. – Japanese Branch2

100.00 Branch

Vodafone Global Enterprise (Japan) K.K.

100.00 Ordinary shares

Jersey

44 Esplanade, St Helier, JE4 9WG, Jersey

Aztec Limited 100.00 Ordinary shares

Globe Limited 100.00 Ordinary shares

Plex Limited 100.00 Ordinary shares

Vizzavi Finance Limited 99.99 Ordinary shares

Vodafone International 2 Limited 100.00 Ordinary shares

Vodafone Jersey Dollar Holdings Limited

100.00 Limited liability shares

Vodafone Jersey Finance 100.00 Ordinary shares

Vodafone Jersey Yen Holdings Unlimited

100.00 Limited liability shares

Kenya

6th Floor, ABC Towers, ABC Place, Waiyaki Way, Nairobi, 00100, Kenya

M-PESA Holding Co. Limited 100.00 Equity shares

Vodafone Kenya Limited5 65.43 Ordinary voting shares

The Riverfront, 4th floor, Prof. David Wasawo Drive, Off Riverside Drive, Nairobi, Kenya

Vodacom Business (Kenya) Limited5 48.40 Ordinary shares, Ordinary B shares

Korea, Republic of

ASEM Tower Level 37, 517 Yeongdong-daero, Gangnam-gu, Seoul, 135-798, Korea, Republic of

Vodafone Enterprise Korea Limited 100.00 Ordinary shares

Lesotho

585 Mabile Road, Vodacom Park, Maseru, Lesotho

Vodacom Lesotho (Pty) Limited5 48.40 Ordinary shares

Luxembourg

15 rue Edward Steichen, Luxembourg, 2540, Luxembourg

Tomorrow Street GP S.à r.l. 100.00 Ordinary shares

Vodafone Asset Management Services S.à r.l.

100.00 Ordinary shares

Vodafone Enterprise Global Businesses S.à r.l.

100.00 Ordinary shares

Vodafone Enterprise Luxembourg S.A. 100.00 Ordinary euro shares

Vodafone International 1 S.à r.l. 100.00 Ordinary shares

Vodafone International M S.à r.l. 100.00 Ordinary shares

Vodafone Investments Luxembourg S.à r.l.

100.00 Ordinary shares

Vodafone Luxembourg 5 S.à r.l. 100.00 Ordinary shares

Vodafone Luxembourg S.à r.l. 100.00 Ordinary shares

Vodafone Procurement Company S.à r.l.

100.00 Ordinary shares

Vodafone Roaming Services S.à r.l. 100.00 Ordinary shares

Vodafone Services Company S.à r.l. 100.00 Ordinary shares

Malaysia

Suite 13.03, 13th Floor, Menara Tan & Tan, 207 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia

Vodafone Global Enterprise (Malaysia) Sdn Bhd

100.00 Ordinary shares

Malta

Portomaso Business Tower, Level 15B, St Julians, STJ 4011, Malta

Vodafone Holdings Limited 100.00 ‘A’ Ordinary shares, ‘B’ Ordinary shares

Vodafone Insurance Limited 100.00 ‘A’ Ordinary shares, ‘B’ Ordinary shares

Mauritius

10th Floor, Standard Chartered Towers, 19 Cybercity, Ebene, Mauritius

Mobile Wallet VM15 60.50 Ordinary shares

Mobile Wallet VM25 60.50 Ordinary shares

VBA (Mauritius) Limited5 60.50 Ordinary shares, Redeemable

preference shares

Vodacom International Limited5 60.50 Ordinary shares, Non-cumulative

preference shares

Fifth Floor, Ebene Esplanade, 24 Bank Street, Cybercity, Ebene, Mauritius

Al-Amin Investments Limited 100.00 Ordinary shares

Array Holdings Limited 100.00 Ordinary shares

Asian Telecommunication Investments (Mauritius) Limited

100.00 Ordinary shares

CCII (Mauritius), Inc. 100.00 Ordinary shares

CGP India Investments Ltd. 100.00 Ordinary shares

Euro Pacific Securities Ltd. 100.00 Ordinary shares

Mobilvest 100.00 Ordinary shares

Prime Metals Ltd. 100.00 Ordinary shares

Trans Crystal Ltd. 100.00 Ordinary shares

Vodafone Mauritius Ltd. 100.00 Ordinary shares

Vodafone Tele-Services (India) Holdings Limited

100.00 Ordinary shares

Vodafone Telecommunications (India) Limited

100.00 Ordinary shares

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

206 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Czech Republic

náměstí Junkových 2, Prague 5, Czech Republic, 155 00, Czech Republic

Nadace Vodafone Česká Republika 100.00 Trustee

Oskar Mobil S.R.O. 100.00 Ordinary shares

Vodafone Czech Republic A.S. 100.00 Ordinary shares

Vodafone Enterprise Europe (UK) Limited - Czech Branch2

100.00 Branch

Praha 4, Nusle, Závišova 502/5, 14000, Czech Republic

Vantage Towers 2 s.r.o. 100.00 Ordinary shares

Vantage Towers s.r.o. 4 81.74 Ordinary shares

Závišova Real Estate, s.r.o. 100.00 Ordinary shares

Denmark

Tuborg Boulevard 12, 2900, Hellerup, Denmark

Vodafone Enterprise Denmark A/S 100.00 Ordinary (DKK) shares

Egypt

37 Kaser El Nil St, 4th. Floor, Cairo, Egypt

Starnet 55.00 Ordinary shares

54 El Batal Ahmed Abed El Aziz, Mohandseen, Giza, Egypt

Sarmady Communications 55.00 Ordinary shares

Building no. 2109 “VHUB1”, Smart Village, Cairo Alexandria, Egypt

Vodafone International Services LLC 100.00 Ordinary shares

Site No 15/3C, Central Axis, 6th October City, Egypt

Vodafone Egypt Telecommunications S.A.E.

55.00 Ordinary shares

Smart Village C3 Vodafone Building, Egypt

Vodafone Data 55.00 Ordinary shares

Vodafone Building Zahraa EL Maadi, Building A, Service Area D, Maadi, Cairo, Egypt

Vodafone For Trading 54.95 Ordinary shares

Finland

c/o Eversheds Asianajotoimisto Oy, Fabianinkatu 29 B, Helsinki, 00100, Finland

Vodafone Enterprise Finland OY 100.00 Ordinary shares

France

1300 route de Cretes, Le WTC, Bat I1, 06560, Valbonne Soph, France

Vodafone Automotive Telematics Development S.A.S

100.00 Ordinary shares

EuroPlaza Tour, 20 Avenue Andre Prothin, La Défense Cedex- France (149153), 92400, Courbevoie, France

Vodafone Automotive France S.A.S 100.00 Ordinary shares

Vodafone Enterprise France SAS 100.00 New euro shares

Rue Champollion, 22300, Lannion, France

Apollo Submarine Cable System Ltd – French Branch2

100.00 Branch

Germany

Aachener Str. 746-750, 50933, Köln, Germany

Arena Sport Rechte Marketing GmbH i.L (in liquidation)

100.00 Ordinary shares

Altes Forsthaus 2, 67661, Kaiserslautern, Germany

TKS Telepost Kabel-Service Kaiserslautern GmbH3

93.84 Ordinary shares

Betastraße 6-8, 85774 Unterföhring, Germany

Kabel Deutschland Holding AG 93.84 Ordinary shares

Vodafone Customer Care GmbH3 93.84 Ordinary shares

Vodafone Deutschland GmbH 93.84 Ordinary shares

Buschurweg 4, 76870, Kandel, Germany

Vodafone Automotive Deutschland GmbH

100.00 Ordinary shares

Ferdinand-Braun-Platz 1, 40549, Duesseldorf, Germany

Vodafone Enterprise Germany GmbH 100.00 Ordinary shares

Vodafone GmbH 100.00 Ordinary A shares, Ordinary

B shares

Vodafone Group Services GmbH 100.00 Ordinary shares

Vodafone Institut für Gesellschaft und Kommunikation GmbH

100.00 Ordinary shares

Vodafone Stiftung Deutschland Gemeinnutzige GmbH

100.00 Ordinary shares

Vodafone Vierte Verwaltungs AG 100.00 Ordinary shares

Vodafone West GmbH 100.00 Ordinary shares

Friedrich-Wilhelm-Strasse 2, 38100, Braunschweig, Germany

KABELCOM Braunschweig Gesellschaft Fur Breitbandkabel- Kommunikation Mit Beschrankter Haftung3

93.84 Ordinary shares

Helmholtzstaße. 2-9, Gerbäude 10587, Berlin, Germany

Vodafone Service GmbH 100.00 Ordinary shares

Holzmarkt 1, 50676, Köln, North Rhine-Westphalia, Germany

Grandcentrix GmbH 100.00 Ordinary shares

Nobelstrasse 55, 18059, Rostock, Germany

“Urbana Teleunion” Rostock GmbH & Co.KG3

65.69 Ordinary shares

Prinzenallee 11-13, 40549, Düsseldorf, Germany

Vantage Towers AG 81.74 Ordinary shares

Vantage Towers Erste Verwaltungsgesellschaft mbH4

81.74 Ordinary shares

Vantage Towers Zweite Verwaltungsgesellschaft mbH4

81.74 Ordinary shares

Seilerstrasse 18, 38440, Wolfsburg, Germany

KABELCOM Wolfsburg Gesellschaft Fur Breitbandkabel-Kommunikation Mit Beschrankter Haftung3

93.84 Ordinary shares

Ghana

Manet Tower A, South Liberation Link, Airport City, Accra, Ghana

Ghana Telecommunications Company Limited

70.00 Ordinary shares, Preference

Vodacom Business (Ghana) Limited 70.00 Ordinary shares, Preference

Vodafone Ghana Mobile Financial Services Limited

70.00 Ordinary shares

Telecom House, Nsawam Road, Accra-North, Greater Accra Region, PMB 221, Ghana

National Communications Backbone Company Limited

70.00 Ordinary shares

Greece

1-3 Tzavella str, 152 31 Halandri, Athens, Greece

Vodafone-Panafon Hellenic Telecommunications Company S.A.

99.87 Ordinary shares

12,5 km National Road Athens – Lamia, Metamorfosi / Athens, 14452, Greece

Vodafone Innovus S.A. 99.87 Ordinary shares

2 Adrianeiou str, Athens, 11525, Greece

Vantage Towers Single Member Societe Anonyme4

81.74 Ordinary shares

Pireos 163 & Ehelidon, Athens, 11854, Greece

360 Connect S.A. 99.87 Ordinary shares

Guernsey

Martello Court, Admiral Park, St. Peter Port, GY1 3HB, Guernsey

FB Holdings Limited 100.00 Ordinary shares

Le Bunt Holdings Limited 100.00 Ordinary shares

Silver Stream Investments Limited 100.00 Ordinary shares

Roseneath, The Grange, St Peter Port, GY1 2QJ, Guernsey

VBA Holdings Limited5 60.50 Ordinary shares and non-voting,

irredeemable, non-cumulative

preference shares

VBA International Limited5 60.50 Ordinary shares, and non-voting,

irredeemable, non-convertible, non-cumulative

preference shares

Hong Kong

Level 24, Dorset House, Taikoo Place, 979 King’s Road, Quarry Bay, Hong Kong

Vodafone Enterprise Hong Kong Ltd 100.00 Ordinary shares

Hungary

40-44 Hungaria Krt., Budapest, H-1087, Hungary

VSSB Vodafone Szolgáltató Központ Budapest Zártkörűen Működő Részvénytársaság

100.00 Registered ordinary shares

6 Lechner Ödön fasor, Budapest, 1096, Hungary

Vantage Towers Zártkörűen Működő Részvénytársaság4

81.74 Ordinary shares

Vodafone Magyarország Távközlési Zártkörűen Működő Részvénytársaság

100.00 Series A Registered

common shares

Strategic report Governance Financials Other information207 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

208 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Mexico

Avenida Insurgentes Sur No. 1647, Piso 12, despacho 1202, Colonia San José Insurgentes, Alcaldía Benito Juárez, C.P. 03900, Ciudad de México, Mexico

Vodafone Empresa México S.de R.L. de C.V.

100.00 Corporate certificate series A shares,

Corporate certificate series B shares

Mozambique

Rua dos Desportistas, Numero 649, Cidade de Maputo, Mozambique

Vodacom Moçambique, SA5 51.42 Ordinary shares

Vodafone M-Pesa, S.A5 51.42 Ordinary shares

Netherlands

Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, Netherlands

Vodafone Enterprise Netherlands B.V. 100.00 Ordinary shares

Vodafone Europe B.V. 100.00 Ordinary shares

Vodafone International Holdings B.V. 100.00 Ordinary shares

Vodafone Panafon International Holdings B.V.

99.87 Ordinary shares

Rivium Quadrant 175, 2909 LC, Capelle aan den IJssel, Netherlands

Central Tower Holding Company B.V. 4 81.74 Ordinary shares and special

Zuid-hollanden 7, Rode Olifant, Spaces, 2596AL, den Haag, Netherlands

IoT.nxt USA BV5 30.87 Ordinary shares

IOT.NXT B.V.5 30.87 Ordinary shares

IoT.nxt Europe BV5 30.87 Ordinary shares

New Zealand 74 Taharoto Road, Takapuna, Auckland, 0622, New Zealand

Vodafone Enterprise Hong Kong Limited - New Zealand Branch2

100.00 Branch

Norway

c/o EconPartner AS, Dronning Mauds gate 15, Oslo, 0250, Norway

Vodafone Enterprise Norway AS 100.00 Ordinary shares

Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom

Vodafone Limited – Norway Branch2 100.00 Branch

Oman

Knowledge Oasis Muscat, Al-seeb, Muscat, Governorate P.O Box 104 135, Oman

Vodafone Services LLC 100.00 Shares

Poland

ul. Towarowa 28, 00-839, Warsaw, Poland

Vodafone Business Poland sp. z o.o. 100.00 Ordinary shares

Portugal

Av. D. João II, nº 36 – 8º Piso, 1998 – 017, Parque das Nações,

Lisboa, Portugal

Oni Way - Infocomunicacoes, S.A 100.00 Ordinary shares

Vantage Towers, S.A.4 81.74 Ordinary shares

Vodafone Enterprise Spain, S.L.U. - Portugal Branch2

100.00 Branch

Vodafone Portugal - Comunicacoes Pessoais, S.A.

100.00 Ordinary shares

Romania

1 A Constantin Ghercu Street, 10th Floor, 6th District, Bucharest, Romania

UPC Services S.R.L. (in liquidation) 100.00 Ordinary shares

201 Barbu Vacarescu, 4th Floor, 2nd District, Bucharest, Romania

Vodafone Romania S.A 100.00 Ordinary shares

201 Barbu Vacarescu, 5th Floor, 2nd District, Bucharest, Romania

Vodafone External Services S.R.L. 100.00 Ordinary shares

201 Barbu Vacarescu Street, Mezzanine, District 2, Bucharest, Romania

Vodafone Foundation 100.00 Sole member

201 Barbu Vacarescu Street, Mezzanine, Room 1, District 2, Bucharest, Romania

Vantage Towers S.R.L.4 81.74 Ordinary shares

62D Nordului Street, District 1, Bucharest, Romania

UPC Foundation 100.00 Sole member

Oltenitei Street no. 2, City Offices Building, 3rd Floor, Bucharest, 4th District, Romania

Vodafone România Technologies SRL 100.00 Ordinary shares

Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 1, Bucharest, Romania

Vodafone România M - Payments SRL 100.00 Ordinary shares

Șoseaua Vestului no. 1A, West Mall Ploiești, First Floor, Ploiești, Romania

Evotracking SRL 100.00 Ordinary shares

Russian Federation

Build. 2, 14/10, Chayanova str., 125047, Moscow, Russian Federation

Cable & Wireless CIS Svyaz LLC 100.00 Charter capital shares

Serbia

Vladimira Popovića 38-40, New Belgrade, 11070, Serbia

Vodafone Enterprise Equipment Limited Ogranak u Beogradu - Serbia Branch2

100.00 Branch

Singapore

Asia Square Tower 2, 12 Marina View, #17-01, 018961, Singapore

Vodafone Enterprise Singapore Pte.Ltd

100.00 Ordinary shares

Slovakia

Prievozská 6, Bratislava, 821 09, Slovakia

Vodafone Czech Republic A.S. – Slovakia Branch2

100.00 Branch

Suché mýto 1, Bratislava, 811 03, Slovakia

Vodafone Global Network Limited – Slovakia Branch2

100.00 Branch

South Africa

319 Frere Road, Glenwood, 4001, South Africa

Cable and Wireless Worldwide South Africa (Pty) Ltd

100.00 Ordinary shares

9 Kinross Street, Germiston South, 1401, South Africa

Vodafone Holdings (SA) Proprietary Limited

100.00 Ordinary shares

Vodafone Investments (SA) Proprietary Limited

100.00 Ordinary A shares, “B” Ordinary no par

value shares

Bylsbridge Office Park, Building 14m Block C, 1st Floor, Alexandra Road, Centurion, Highveld Ext 73, 0046, South Africa

10T Holdings (Proprietary) Limited5 30.86 Ordinary shares

IoT.nxt (Pty) Limited5 30.86 Ordinary shares

IOT.nxt Development (Pty) Limited5 30.86 Ordinary shares

Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa

GS Telecom (Pty) Limited5 60.50 Ordinary shares

Infinity Services Partner Company5 60.50 Ordinary shares

Jupicol (Proprietary) Limited5 42.35 Ordinary shares

Mezzanine Ware (RF) Proprietary Limited5

54.45 Ordinary shares

Motifprops 1 (Proprietary) Limited5 60.50 Ordinary shares

Scarlet Ibis Investments 23 (Pty) Limited5

60.50 Ordinary shares

Storage Technology Services (Pty) Limited5

30.85 Ordinary shares

Vodacom (Pty) Limited5 60.50 Ordinary shares, Ordinary A shares

Vodacom Business Africa Group (Pty) Limited5

60.50 Ordinary shares

Vodacom Financial Services (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Group Limited 60.50 Ordinary shares

Vodacom Insurance Administration Company (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Insurance Company (RF) Limited5

60.50 Ordinary shares

Vodacom International Holdings (Pty) Limited5

60.50 Ordinary shares

Vodacom Life Assurance Company (RF) Limited5

60.50 Ordinary shares

Vodacom Payment Services (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Properties No 1 (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Properties No.2 (Pty) Limited5

60.50 Ordinary shares

Wheatfields Investments 276 (Proprietary) Limited5

60.50 Ordinary shares

XLink Communications (Proprietary) Limited5

60.50 Ordinary A Shares

Strategic report Governance Financials Other information208 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

208 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Mexico

Avenida Insurgentes Sur No. 1647, Piso 12, despacho 1202, Colonia San José Insurgentes, Alcaldía Benito Juárez, C.P. 03900, Ciudad de México, Mexico

Vodafone Empresa México S.de R.L. de C.V.

100.00 Corporate certificate series A shares,

Corporate certificate series B shares

Mozambique

Rua dos Desportistas, Numero 649, Cidade de Maputo, Mozambique

Vodacom Moçambique, SA5 51.42 Ordinary shares

Vodafone M-Pesa, S.A5 51.42 Ordinary shares

Netherlands

Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, Netherlands

Vodafone Enterprise Netherlands B.V. 100.00 Ordinary shares

Vodafone Europe B.V. 100.00 Ordinary shares

Vodafone International Holdings B.V. 100.00 Ordinary shares

Vodafone Panafon International Holdings B.V.

99.87 Ordinary shares

Rivium Quadrant 175, 2909 LC, Capelle aan den IJssel, Netherlands

Central Tower Holding Company B.V. 4 81.74 Ordinary shares and special

Zuid-hollanden 7, Rode Olifant, Spaces, 2596AL, den Haag, Netherlands

IoT.nxt USA BV5 30.87 Ordinary shares

IOT.NXT B.V.5 30.87 Ordinary shares

IoT.nxt Europe BV5 30.87 Ordinary shares

New Zealand 74 Taharoto Road, Takapuna, Auckland, 0622, New Zealand

Vodafone Enterprise Hong Kong Limited - New Zealand Branch2

100.00 Branch

Norway

c/o EconPartner AS, Dronning Mauds gate 15, Oslo, 0250, Norway

Vodafone Enterprise Norway AS 100.00 Ordinary shares

Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom

Vodafone Limited – Norway Branch2 100.00 Branch

Oman

Knowledge Oasis Muscat, Al-seeb, Muscat, Governorate P.O Box 104 135, Oman

Vodafone Services LLC 100.00 Shares

Poland

ul. Towarowa 28, 00-839, Warsaw, Poland

Vodafone Business Poland sp. z o.o. 100.00 Ordinary shares

Portugal

Av. D. João II, nº 36 – 8º Piso, 1998 – 017, Parque das Nações,

Lisboa, Portugal

Oni Way - Infocomunicacoes, S.A 100.00 Ordinary shares

Vantage Towers, S.A.4 81.74 Ordinary shares

Vodafone Enterprise Spain, S.L.U. - Portugal Branch2

100.00 Branch

Vodafone Portugal - Comunicacoes Pessoais, S.A.

100.00 Ordinary shares

Romania

1 A Constantin Ghercu Street, 10th Floor, 6th District, Bucharest, Romania

UPC Services S.R.L. (in liquidation) 100.00 Ordinary shares

201 Barbu Vacarescu, 4th Floor, 2nd District, Bucharest, Romania

Vodafone Romania S.A 100.00 Ordinary shares

201 Barbu Vacarescu, 5th Floor, 2nd District, Bucharest, Romania

Vodafone External Services S.R.L. 100.00 Ordinary shares

201 Barbu Vacarescu Street, Mezzanine, District 2, Bucharest, Romania

Vodafone Foundation 100.00 Sole member

201 Barbu Vacarescu Street, Mezzanine, Room 1, District 2, Bucharest, Romania

Vantage Towers S.R.L.4 81.74 Ordinary shares

62D Nordului Street, District 1, Bucharest, Romania

UPC Foundation 100.00 Sole member

Oltenitei Street no. 2, City Offices Building, 3rd Floor, Bucharest, 4th District, Romania

Vodafone România Technologies SRL 100.00 Ordinary shares

Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 1, Bucharest, Romania

Vodafone România M - Payments SRL 100.00 Ordinary shares

Șoseaua Vestului no. 1A, West Mall Ploiești, First Floor, Ploiești, Romania

Evotracking SRL 100.00 Ordinary shares

Russian Federation

Build. 2, 14/10, Chayanova str., 125047, Moscow, Russian Federation

Cable & Wireless CIS Svyaz LLC 100.00 Charter capital shares

Serbia

Vladimira Popovića 38-40, New Belgrade, 11070, Serbia

Vodafone Enterprise Equipment Limited Ogranak u Beogradu - Serbia Branch2

100.00 Branch

Singapore

Asia Square Tower 2, 12 Marina View, #17-01, 018961, Singapore

Vodafone Enterprise Singapore Pte.Ltd

100.00 Ordinary shares

Slovakia

Prievozská 6, Bratislava, 821 09, Slovakia

Vodafone Czech Republic A.S. – Slovakia Branch2

100.00 Branch

Suché mýto 1, Bratislava, 811 03, Slovakia

Vodafone Global Network Limited – Slovakia Branch2

100.00 Branch

South Africa

319 Frere Road, Glenwood, 4001, South Africa

Cable and Wireless Worldwide South Africa (Pty) Ltd

100.00 Ordinary shares

9 Kinross Street, Germiston South, 1401, South Africa

Vodafone Holdings (SA) Proprietary Limited

100.00 Ordinary shares

Vodafone Investments (SA) Proprietary Limited

100.00 Ordinary A shares, “B” Ordinary no par

value shares

Bylsbridge Office Park, Building 14m Block C, 1st Floor, Alexandra Road, Centurion, Highveld Ext 73, 0046, South Africa

10T Holdings (Proprietary) Limited5 30.86 Ordinary shares

IoT.nxt (Pty) Limited5 30.86 Ordinary shares

IOT.nxt Development (Pty) Limited5 30.86 Ordinary shares

Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa

GS Telecom (Pty) Limited5 60.50 Ordinary shares

Infinity Services Partner Company5 60.50 Ordinary shares

Jupicol (Proprietary) Limited5 42.35 Ordinary shares

Mezzanine Ware (RF) Proprietary Limited5

54.45 Ordinary shares

Motifprops 1 (Proprietary) Limited5 60.50 Ordinary shares

Scarlet Ibis Investments 23 (Pty) Limited5

60.50 Ordinary shares

Storage Technology Services (Pty) Limited5

30.85 Ordinary shares

Vodacom (Pty) Limited5 60.50 Ordinary shares, Ordinary A shares

Vodacom Business Africa Group (Pty) Limited5

60.50 Ordinary shares

Vodacom Financial Services (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Group Limited 60.50 Ordinary shares

Vodacom Insurance Administration Company (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Insurance Company (RF) Limited5

60.50 Ordinary shares

Vodacom International Holdings (Pty) Limited5

60.50 Ordinary shares

Vodacom Life Assurance Company (RF) Limited5

60.50 Ordinary shares

Vodacom Payment Services (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Properties No 1 (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Properties No.2 (Pty) Limited5

60.50 Ordinary shares

Wheatfields Investments 276 (Proprietary) Limited5

60.50 Ordinary shares

XLink Communications (Proprietary) Limited5

60.50 Ordinary A Shares

Strategic report Governance Financials Other information208 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

209 Vodafone Group Plc Annual Report 2022

Spain

Antracita, 7 – 28045, Madrid, Spain

Vodafone Automotive Iberia S.L. 100.00 Ordinary shares

Avenida de América 115, 28042, Madrid, Spain

Vodafone Enabler España, S.L. 100.00 Ordinary shares

Vodafone Energía, S.L. 100.00 Ordinary shares

Vodafone Enterprise Spain SLU 100.00 Ordinary shares, Ordinary euro

Vodafone España S.A.U. 100.00 Ordinary shares

Vodafone Holdings Europe S.L.U. 100.00 Ordinary shares

Vodafone ONO, S.A.U. 100.00 Ordinary shares

Vodafone Servicios S.L.U. 100.00 Ordinary shares

Calle San Severo 22, 28042, Madrid, Spain

Vantage Towers, S.L.U. 4 81.74 Ordinary shares

Torre Norte Adif, Explanada de la Estación no 7, 29002, Málaga, Spain

Vodafone Intelligent Solutions España, S.L.U.

100.00 Ordinary shares

Sweden

c/o Hellström advokatbyrå, Box 7305, 103 90, Stockholm, Sweden

Vodafone Enterprise Sweden AB 100.00 Ordinary shares, Shareholder’s

contribution shares

Switzerland

Schiffbaustrasse 2, 8005, Zurich, Switzerland

Vodafone Enterprise Switzerland AG 100.00 Ordinary shares

Taiwan

22F., No.100, Songren Road., Xinyi District, Taipei City, 11070, Taiwan

Vodafone Global Enterprise Taiwan Limited

100.00 Ordinary shares

Tanzania, United Republic of

15 Floor, Vodacom Tower, Ursino Estate, Plot No. 23, Bagamoyo Road, Dar es Salaam, Tanzania, United Republic of

M-Pesa Limited5 45.37 Ordinary A shares, Ordinary B shares

Shared Networks Tanzania Limited5 45.37 Ordinary shares

Vodacom Tanzania Public Limited Company5

45.37 Ordinary shares

3rd Floor, Maktaba (Library), ComplexBibi, Titi Mohaned Road, Dar es Salaam, Tanzania, United Republic of

Gateway Communications Tanzania Limited (in liquidation)5

59.89 Ordinary shares

Turkey

Büyükdere Caddesi, No: 251, Maslak, Şişli / İstanbul, 34398, Turkey

Vodafone Bilgi Ve Iletisim Hizmetleri AS

100.00 Registered shares

Vodafone Dagitim, Servis ve Icerik Hizmetleri A.S.

100.00 Ordinary shares

Vodafone Dijital Yayincilik Hizmetleri A.S.

100.00 Ordinary shares

Vodafone Holding A.S. 100.00 Registered shares

Vodafone Kule ve Altyapi Hizmetleri A.S.

100.00 Ordinary shares

Vodafone Mall Ve Electronik 100.00 Ordinary shares

Hizmetler Ticaret AS

Vodafone Medya Icerik Hizmetleri A.S. 100.00 Ordinary shares

Vodafone Net İletişim Hizmetleri A.S. 100.00 Ordinary shares

Vodafone Telekomunikasyon A.S. 100.00 Registered shares

İTÜ Ayazağa Kampüsü, Koru Yolu, Arı Teknokent Arı 3 Binası, Maslak, İstanbul, 586553, Turkey

Vodafone Teknoloji Hizmetleri A.S. 100.00 Registered shares

Maslak Mah. AOS 55 Sk. 42 Maslak Sit. B Blok Apt. No: 4/663, Sarıyer Istanbul, Turkey

Vodafone Sigorta Aracilik Hismetleri A.S. 100.00 Ordinary shares

Maslak Mah. AOS 55. Sok. 42 Maslak B BLOK Sit. No: 4 / 665, Sarıyer / Istanbul, Turkey

Vodafone Elektronik Para Ve Ödeme Hizmetleri A.S.

100.00 Registered shares

Maslak Mah. AOS 55.Sokak 42 Maslak Sitesi No:4 Kat 18, Ic Kapi: 664 Sarıyer Istanbul, Turkey

Vodafone Finansman A.S. 100.00 Ordinary shares

Ukraine

Bohdana Khmelnytskogo Str. 19-21, Kyiv, Ukraine

LLC Vodafone Enterprise Ukraine 100.00 Ordinary shares

United Arab Emirates

16-SD 129, Ground Floor, Building 16-Co Work, Dubai Internet City, United Arab Emirates

Vodacom Fintech Services FZ-LLC5 60.50 Ordinary shares

Office 101, 1st Floor, DIC Building 1, Dubai Internet City, Dubai, United Arab Emirates

Vodafone Enterprise Europe (UK) Limited – Dubai Branch2

100.00 Branch

United Kingdom

1-2 Berkeley Square, 99 Berkeley Street, Glasgow, G3 7HR, Scotland

Thus Group Holdings Limited 100.00 Ordinary shares

Thus Group Limited 100.00 Ordinary shares

Thus Profit Sharing Trustees Limited 100.00 Ordinary shares

11 Staple Inn, London, WC1V 7QH, United Kingdom

Vodacom Business Africa Group Services Limited5

60.50 Ordinary shares, Preference shares

Vodacom Investments Company Proprietary Limited5

60.50 Ordinary shares

Vodacom UK Limited5 60.50 Ordinary shares, Non-redeemable ordinary A shares, Ordinary B shares, Non- redeemable preference shares

784 Upper Newtownards Road, Belfast, BT16 1UD, United Kingdom

Vodafone (NI) Limited 100.00 Ordinary shares

Edinburgh House, 4 North St. Andrew Street, Edinburgh, EH2 1HJ, United Kingdom

Pinnacle Cellular Group Limited 100.00 Ordinary shares

Pinnacle Cellular Limited 100.00 Ordinary shares

Vodafone (Scotland) Limited 100.00 Ordinary shares

Quarry Corner, Dundonald, Belfast, BT16 1UD, Northern Ireland

Energis (Ireland) Limited 100.00 A Ordinary shares, B Ordinary shares, C Ordinary shares, D

Ordinary

Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom

Apollo Submarine Cable System Limited

100.00 Ordinary shares

Bluefish Communications Limited 100.00 Ordinary A shares, Ordinary B shares, Ordinary C shares, Ordinary D shares

Cable & Wireless Aspac Holdings Limited

100.00 Ordinary shares

Cable & Wireless CIS Services Limited 100.00 Ordinary shares

Cable & Wireless Communications Data Network Services Limited

100.00 ‘A’ Ordinary shares, ‘B’ Ordinary shares

Cable & Wireless Europe Holdings Limited

100.00 Ordinary shares

Cable & Wireless Global Business Services Limited

100.00 Ordinary shares

Cable & Wireless Global Holding Limited

100.00 Ordinary shares

Cable & Wireless Global Telecommunication Services Limited

100.00 Ordinary shares

Cable & Wireless UK Holdings Limited 100.00 Ordinary shares

Cable & Wireless Worldwide Limited 100.00 Ordinary shares, Redeemable

preference shares

Cable & Wireless Worldwide Voice Messaging Limited

100.00 Ordinary shares

Cable and Wireless (India) Limited 100.00 Ordinary shares

Cable and Wireless Nominee Limited 100.00 Ordinary shares

Central Communications Group Limited

100.00 Ordinary shares, Ordinary A shares

Energis Communications Limited 100.00 Ordinary shares

Energis Squared Limited 100.00 Ordinary shares

General Mobile Corporation Limited (in process of dissolution)

100.00 Ordinary shares

London Hydraulic Power Company (The)

100.00 Ordinary shares, 5% Non-Cumulative

preference shares

MetroHoldings Limited 100.00 Ordinary shares

ML Integration Group Limited 100.00 Ordinary shares

Navtrak Limited 100.00 Ordinary shares

Project Telecom Holdings Limited1 100.00 Ordinary shares

Rian Mobile Limited 100.00 Ordinary shares

Talkland International Limited (in process of dissolution)

100.00 Ordinary shares

Talkmobile Limited 100.00 Ordinary shares

The Eastern Leasing Company Limited

100.00 Ordinary shares

Thus Limited 100.00 Ordinary shares

Vizzavi Limited 100.00 Ordinary shares

Voda Limited 100.00 Ordinary shares

Vodafone (New Zealand) Hedging Limited

100.00 Ordinary shares

Vodafone 2. 100.00 Ordinary shares

Vodafone 4 UK 100.00 Ordinary shares

Vodafone 5 Limited 100.00 Ordinary shares

Vodafone 5 UK 100.00 Ordinary shares

Vodafone 6 UK 100.00 Ordinary shares

Vodafone Americas 4 100.00 Ordinary shares

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

208 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Mexico

Avenida Insurgentes Sur No. 1647, Piso 12, despacho 1202, Colonia San José Insurgentes, Alcaldía Benito Juárez, C.P. 03900, Ciudad de México, Mexico

Vodafone Empresa México S.de R.L. de C.V.

100.00 Corporate certificate series A shares,

Corporate certificate series B shares

Mozambique

Rua dos Desportistas, Numero 649, Cidade de Maputo, Mozambique

Vodacom Moçambique, SA5 51.42 Ordinary shares

Vodafone M-Pesa, S.A5 51.42 Ordinary shares

Netherlands

Rivium Quadrant 173, 15th Floor, 2909 LC, Capelle aan den IJssel, Netherlands

Vodafone Enterprise Netherlands B.V. 100.00 Ordinary shares

Vodafone Europe B.V. 100.00 Ordinary shares

Vodafone International Holdings B.V. 100.00 Ordinary shares

Vodafone Panafon International Holdings B.V.

99.87 Ordinary shares

Rivium Quadrant 175, 2909 LC, Capelle aan den IJssel, Netherlands

Central Tower Holding Company B.V. 4 81.74 Ordinary shares and special

Zuid-hollanden 7, Rode Olifant, Spaces, 2596AL, den Haag, Netherlands

IoT.nxt USA BV5 30.87 Ordinary shares

IOT.NXT B.V.5 30.87 Ordinary shares

IoT.nxt Europe BV5 30.87 Ordinary shares

New Zealand 74 Taharoto Road, Takapuna, Auckland, 0622, New Zealand

Vodafone Enterprise Hong Kong Limited - New Zealand Branch2

100.00 Branch

Norway

c/o EconPartner AS, Dronning Mauds gate 15, Oslo, 0250, Norway

Vodafone Enterprise Norway AS 100.00 Ordinary shares

Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom

Vodafone Limited – Norway Branch2 100.00 Branch

Oman

Knowledge Oasis Muscat, Al-seeb, Muscat, Governorate P.O Box 104 135, Oman

Vodafone Services LLC 100.00 Shares

Poland

ul. Towarowa 28, 00-839, Warsaw, Poland

Vodafone Business Poland sp. z o.o. 100.00 Ordinary shares

Portugal

Av. D. João II, nº 36 – 8º Piso, 1998 – 017, Parque das Nações,

Lisboa, Portugal

Oni Way - Infocomunicacoes, S.A 100.00 Ordinary shares

Vantage Towers, S.A.4 81.74 Ordinary shares

Vodafone Enterprise Spain, S.L.U. - Portugal Branch2

100.00 Branch

Vodafone Portugal - Comunicacoes Pessoais, S.A.

100.00 Ordinary shares

Romania

1 A Constantin Ghercu Street, 10th Floor, 6th District, Bucharest, Romania

UPC Services S.R.L. (in liquidation) 100.00 Ordinary shares

201 Barbu Vacarescu, 4th Floor, 2nd District, Bucharest, Romania

Vodafone Romania S.A 100.00 Ordinary shares

201 Barbu Vacarescu, 5th Floor, 2nd District, Bucharest, Romania

Vodafone External Services S.R.L. 100.00 Ordinary shares

201 Barbu Vacarescu Street, Mezzanine, District 2, Bucharest, Romania

Vodafone Foundation 100.00 Sole member

201 Barbu Vacarescu Street, Mezzanine, Room 1, District 2, Bucharest, Romania

Vantage Towers S.R.L.4 81.74 Ordinary shares

62D Nordului Street, District 1, Bucharest, Romania

UPC Foundation 100.00 Sole member

Oltenitei Street no. 2, City Offices Building, 3rd Floor, Bucharest, 4th District, Romania

Vodafone România Technologies SRL 100.00 Ordinary shares

Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 1, Bucharest, Romania

Vodafone România M - Payments SRL 100.00 Ordinary shares

Șoseaua Vestului no. 1A, West Mall Ploiești, First Floor, Ploiești, Romania

Evotracking SRL 100.00 Ordinary shares

Russian Federation

Build. 2, 14/10, Chayanova str., 125047, Moscow, Russian Federation

Cable & Wireless CIS Svyaz LLC 100.00 Charter capital shares

Serbia

Vladimira Popovića 38-40, New Belgrade, 11070, Serbia

Vodafone Enterprise Equipment Limited Ogranak u Beogradu - Serbia Branch2

100.00 Branch

Singapore

Asia Square Tower 2, 12 Marina View, #17-01, 018961, Singapore

Vodafone Enterprise Singapore Pte.Ltd

100.00 Ordinary shares

Slovakia

Prievozská 6, Bratislava, 821 09, Slovakia

Vodafone Czech Republic A.S. – Slovakia Branch2

100.00 Branch

Suché mýto 1, Bratislava, 811 03, Slovakia

Vodafone Global Network Limited – Slovakia Branch2

100.00 Branch

South Africa

319 Frere Road, Glenwood, 4001, South Africa

Cable and Wireless Worldwide South Africa (Pty) Ltd

100.00 Ordinary shares

9 Kinross Street, Germiston South, 1401, South Africa

Vodafone Holdings (SA) Proprietary Limited

100.00 Ordinary shares

Vodafone Investments (SA) Proprietary Limited

100.00 Ordinary A shares, “B” Ordinary no par

value shares

Bylsbridge Office Park, Building 14m Block C, 1st Floor, Alexandra Road, Centurion, Highveld Ext 73, 0046, South Africa

10T Holdings (Proprietary) Limited5 30.86 Ordinary shares

IoT.nxt (Pty) Limited5 30.86 Ordinary shares

IOT.nxt Development (Pty) Limited5 30.86 Ordinary shares

Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa

GS Telecom (Pty) Limited5 60.50 Ordinary shares

Infinity Services Partner Company5 60.50 Ordinary shares

Jupicol (Proprietary) Limited5 42.35 Ordinary shares

Mezzanine Ware (RF) Proprietary Limited5

54.45 Ordinary shares

Motifprops 1 (Proprietary) Limited5 60.50 Ordinary shares

Scarlet Ibis Investments 23 (Pty) Limited5

60.50 Ordinary shares

Storage Technology Services (Pty) Limited5

30.85 Ordinary shares

Vodacom (Pty) Limited5 60.50 Ordinary shares, Ordinary A shares

Vodacom Business Africa Group (Pty) Limited5

60.50 Ordinary shares

Vodacom Financial Services (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Group Limited 60.50 Ordinary shares

Vodacom Insurance Administration Company (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Insurance Company (RF) Limited5

60.50 Ordinary shares

Vodacom International Holdings (Pty) Limited5

60.50 Ordinary shares

Vodacom Life Assurance Company (RF) Limited5

60.50 Ordinary shares

Vodacom Payment Services (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Properties No 1 (Proprietary) Limited5

60.50 Ordinary shares

Vodacom Properties No.2 (Pty) Limited5

60.50 Ordinary shares

Wheatfields Investments 276 (Proprietary) Limited5

60.50 Ordinary shares

XLink Communications (Proprietary) Limited5

60.50 Ordinary A Shares

Strategic report Governance Financials Other information209 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued)

Overview Strategic Report Governance Financials Other information

211 Vodafone Group Plc Annual Report 2022

Associated undertakings and joint arrangements

Australia

Ground Floor, 55 Clarence Street, Sydney NSW 2000, Australia

FTTB Wholesale Pty Ltd 25.05 Ordinary shares

Level 1, 177 Pacific Highway, North Sydney NSW 2060, Australia

3.6 GHz Spectrum Pty Ltd 25.05 Ordinary shares

AAPT Limited 25.05 Ordinary shares

ACN 088 889 230 Pty Ltd 25.05 Ordinary shares

ACN 139 798 404 Pty Ltd 25.05 Ordinary shares

Adam Internet Holdings Pty Ltd 25.05 Ordinary shares

Adam Internet Pty Ltd 25.05 A shares, B shares, Ordinary shares

Agile Pty Ltd 25.05 Ordinary shares

AlchemyIT Pty Ltd 25.05 Ordinary shares

Blue Call Pty Ltd 25.05 Ordinary shares

Cable Licence Holdings Pty Ltd 25.05 A shares, B shares

Chariot Pty Ltd 25.05 Ordinary shares

Chime Communications Pty Ltd 25.05 Ordinary shares

Connect Internet Solutions Pty Limited

25.05 Ordinary shares

Connect West Pty Ltd 25.05 No 1 Ordinary shares

Destra Communications Pty Ltd 25.05 Ordinary shares

Digiplus Contracts Pty Ltd 25.05 Ordinary shares

Digiplus Holdings Pty Ltd 25.05 Ordinary shares

Digiplus Investments Pty Ltd 25.05 Ordinary shares

Digiplus Pty Ltd 25.05 Ordinary shares

H3GA Properties (No.3) Pty Limited 25.05 Ordinary shares

Hosteddesktop.com Pty Ltd 25.05 Ordinary shares

iHug Pty Ltd 25.05 No 1 Ordinary shares

iiNet (Ozemail) Pty Ltd 25.05 Ordinary shares

iiNet Labs Pty Ltd 25.05 Ordinary shares

iiNet Limited 25.05 Ordinary shares

Internode Pty Ltd 25.05 B shares, Ordinary shares

IntraPower Pty Limited 25.05 Ordinary shares

Intrapower Terrestrial Pty Ltd 25.05 Ordinary shares

IP Group Pty Ltd 25.05 Ordinary shares

IP Services Xchange Pty Ltd 25.05 A shares, B shares

Jiva Pty Ltd 25.05 Ordinary shares

Kooee Communications Pty Ltd 25.05 Ordinary shares

Kooee Mobile Pty Ltd 25.05 Ordinary shares

Kooee Pty Ltd 25.05 A shares, B shares

Mercury Connect Pty Ltd 25.05 E shares, Ordinary shares

Mobile JV Pty Limited 25.05 Ordinary shares

Mobileworld Communications Pty Limited

25.05 Ordinary shares

Mobileworld Operating Pty Ltd 25.05 Ordinary shares

Netspace Online Systems Pty Ltd 25.05 Ordinary shares

Numillar IPS Pty Ltd 25.05 Ordinary shares

Orchid Human Resources Pty Ltd 25.05 Ordinary shares

PIPE International (Australia) Pty Ltd 25.05 Ordinary shares

PIPE Networks Pty Limited 25.05 Ordinary shares

PIPE Transmission Pty Limited 25.05 Ordinary shares

PowerTel Limited 25.05 Ordinary shares

Request Broadband Pty Ltd 25.05 Ordinary shares

Soul Communications Pty Ltd 25.05 Ordinary shares

Soul Contracts Pty Ltd 25.05 Ordinary shares

Soul Pattinson Telecommunications Pty Ltd

25.05 Ordinary shares

SPT Telecommunications Pty Ltd 25.05 Ordinary shares

SPTCom Pty Ltd 25.05 Ordinary shares

Telecom Enterprises Australia Pty Limited

25.05 Ordinary shares

Telecom New Zealand Australia Pty Ltd

25.05 Ordinary shares, Redeemable

preference shares

TPG Corporation Limited 25.05 Ordinary shares

TPG Energy Pty Ltd 25.05 Ordinary shares

TPG Finance Pty Limited 25.05 Ordinary shares

TPG Holdings Pty Ltd 25.05 Ordinary shares

TPG Internet Pty Ltd 25.05 Ordinary shares

TPG JV Company Pty Ltd 25.05 Ordinary shares

TPG Network Pty Ltd 25.05 Ordinary shares

TPG Telecom Limited 25.05 Ordinary shares

TransACT Broadcasting Pty Ltd 25.05 Ordinary shares

TransACT Capital Communications Pty Ltd

25.05 Ordinary shares

TransACT Communications Pty Ltd 25.05 Ordinary shares

TransACT Victoria Communications Pty Ltd

25.05 Ordinary shares

TransACT Victoria Holdings Pty Ltd 25.05 Ordinary shares

Transflicks Pty Ltd 25.05 Ordinary shares

Trusted Cloud Pty Ltd 25.05 Ordinary shares

Trusted Cloud Solutions Pty Ltd 25.05 Ordinary shares

Value Added Network Pty Ltd 25.05 Ordinary shares

Virtual Desktop Pty Ltd 25.05 Ordinary shares

Vodafone Australia Pty Limited 25.05 Ordinary shares, Class B shares,

Redeemable preference shares

Vodafone Foundation Australia Pty Limited

25.05 Ordinary shares

Vodafone Hutchison Receivables Pty Limited

25.05 Ordinary shares

Vodafone Hutchison Spectrum Pty Limited

25.05 Ordinary shares

Vodafone Network Pty Limited 25.05 Ordinary shares

Vodafone Pty Limited 25.05 Ordinary shares

VtalkVoip Pty Ltd 25.05 Ordinary shares

Westnet Pty Ltd 25.05 Ordinary shares

Bermuda

Clarendon House, 2 Church St, Hamilton, HM11, Bermuda

PPC 1 Limited 25.05 Ordinary shares

Czech Republic

U Rajské zahrady 1912/3, Praha 3, 130 00, Czech Republic

COOP Mobil s.r.o. 33.33 Ordinary shares

Egypt

23 Kasr El Nil St, Cairo, 11211, Egypt

Wataneya Telecommunications S.A.E 50.00 Ordinary shares

Ethiopia

Kirkos Sub-City, Woreda 01, House No. New, (Safaricom HQ), Addis Ababa, Ethiopia

Safaricom Telecommunications Ethiopia Private Limited Company 5

18.30 Ordinary shares

Germany

38 Berliner Allee, 40212, Düsseldorf, Germany

MNP Deutschland Gesellschaft bürgerlichen Rechts

33.33 Partnership share

Nobelstrasse 55, 18059, Rostock, Germany

Verwaltung “Urbana Teleunion” Rostock GmbH3

46.92 Ordinary shares

Greece

43-45 Valtetsiou Str., Athens, Greece

Safenet N.P,A. 24.97 Ordinary shares

56 Kifisias Avenue & Delfwn, Marousi, 151 25, Greece

Tilegnous IKE 33.29 Ordinary shares

Marathonos Ave 18 km & Pylou, Pallini, Attica, 15351, Greece

Victus Networks S.A. 49.94 Ordinary shares

India

10th Floor, Birla Centurion, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra, 400030, India

Vodafone Foundation7 46.90 Equity shares

Vodafone Idea Shared Services Limited7

47.61 Equity shares

Vodafone Idea Technology Solutions Limited7

47.61 Equity shares

Vodafone m-pesa Limited7 47.61 Equity shares

You Broadband India Limited7 47.61 Equity shares

A-19, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi, Delhi, 110044, India

FireFly Networks Limited7 23.81 Equity shares

A4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai, Maharashtra, 400030, India

Aditya Birla Idea Payments Bank Limited (in liquidation)7

23.33 Equity shares

Building No.10, Tower-A, 4th Floor, DLF Cyber City, Gurugram, Haryana, 122002, India

Indus Towers Limited 21.05 Ordinary shares

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

210 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Vodafone Automotive UK Limited 100.00 Ordinary shares

Vodafone Benelux Limited 100.00 Ordinary shares, Preference shares

Vodafone Cellular Limited1 100.00 Ordinary shares

Vodafone Consolidated Holdings Limited

100.00 Ordinary shares

Vodafone Corporate Limited 100.00 Ordinary shares

Vodafone Corporate Secretaries Limited1

100.00 Ordinary shares

Vodafone DC Pension Trustee Company Limited1

100.00 Ordinary shares

Vodafone Distribution Holdings Limited

100.00 Ordinary shares

Vodafone Enterprise Corporate Secretaries Limited

100.00 Ordinary shares

Vodafone Enterprise Equipment Limited

100.00 Ordinary shares

Vodafone Enterprise Europe (UK) Limited

100.00 Ordinary shares

Vodafone Enterprise U.K. 100.00 Ordinary shares

Vodafone Euro Hedging Limited 100.00 Ordinary shares

Vodafone Euro Hedging Two 100.00 Ordinary shares

Vodafone Europe UK 100.00 Ordinary shares

Vodafone European Investments1 100.00 Ordinary shares

Vodafone European Portal Limited1 100.00 Ordinary shares

Vodafone Finance Limited 1 100.00 Ordinary shares

Vodafone Finance Luxembourg Limited

100.00 Ordinary shares

Vodafone Finance Sweden 100.00 Ordinary shares, Ordinary deferred

Vodafone Finance UK Limited 100.00 Ordinary shares

Vodafone Financial Operations 100.00 Ordinary shares

Vodafone Global Content Services Limited

100.00 Ordinary shares, 5% fixed rate non-voting

preference shares

Vodafone Global Enterprise Limited 100.00 Ordinary shares, Deferred shares, B

deferred shares

Vodafone Group (Directors) Trustee Limited1

100.00 Ordinary shares

Vodafone Group Pension Trustee Limited1

100.00 Ordinary shares

Vodafone Group Services Limited 100.00 Ordinary shares, Deferred shares

Vodafone Group Services No.2 Limited1

100.00 Ordinary shares

Vodafone Group Share Trustee Limited1

100.00 Ordinary shares

Vodafone Holdings Luxembourg Limited

100.00 Ordinary shares

Vodafone Intermediate Enterprises Limited

100.00 Ordinary shares

Vodafone International 2 Limited – UK Branch2

100.00 Branch

Vodafone International Holdings Limited

100.00 Ordinary shares

Vodafone International Operations Limited

100.00 Ordinary shares

Vodafone Investment UK 100.00 Ordinary shares

Vodafone Investments Australia Limited

100.00 Ordinary shares

Vodafone Investments Limited1 100.00 Ordinary shares, Zero coupon redeemable

preference shares

Vodafone IP Licensing Limited1 100.00 Ordinary shares

Vodafone Limited 100.00 Ordinary shares

Vodafone Marketing UK 100.00 Ordinary shares

Vodafone Mobile Communications Limited

100.00 Ordinary shares

Vodafone Mobile Enterprises Limited 100.00 A-ordinary shares, Ordinary one pound

Vodafone Mobile Network Limited 100.00 A-ordinary shares, Ordinary one pound

Vodafone Nominees Limited1 100.00 Ordinary shares

Vodafone Oceania Limited 100.00 Ordinary shares

Vodafone Old Show Ground Site Management Limited

100.00 Ordinary shares

Vodafone Overseas Finance Limited 100.00 Ordinary shares

Vodafone Overseas Holdings Limited 100.00 Ordinary shares

Vodafone Panafon UK 99.87 Ordinary shares

Vodafone Partner Services Limited 100.00 Ordinary shares, Redeemable

preference shares

Vodafone Property Investments Limited

100.00 Ordinary shares

Vodafone Retail (Holdings) Limited 100.00 Ordinary shares

Vodafone Sales & Services Limited 100.00 Ordinary shares

Vodafone UK Foundation 100.00 Sole member

Vodafone UK Limited1 100.00 Ordinary shares

Vodafone Ventures Limited1 100.00 Ordinary shares

Vodafone Worldwide Holdings Limited

100.00 Ordinary shares; Cumulative preference

Vodafone Yen Finance Limited 100.00 Ordinary shares

Vodafone-Central Limited 100.00 Ordinary shares

Vodaphone Limited 100.00 Ordinary shares

Vodata Limited 100.00 Ordinary shares

Your Communications Group Limited 100.00 B Ordinary shares, Redeemable

preference shares

United States

1209 Orange, Orange Street, Wilmington, New Castle DE 19801, United States

IoT nxt USA Inc5 30.87 Common stock

145 West 45th St., 8th Floor, New York NY 10036, United States

Cable & Wireless Americas Systems, Inc.

100.00 Common stock shares

Vodafone Americas Virginia Inc. 100.00 Common stock shares

Vodafone US Inc. 100.00 Common stock shares

1615 Platte Street, Suite 02-115, Denver CO 80202, United States

Vodafone Americas Foundation 100.00 Trustee

2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, United States

Unitymedia Finance LLC 100.00 Sole member

Strategic report Governance Financials Other information210 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued)

Overview Strategic Report Governance Financials Other information

211 Vodafone Group Plc Annual Report 2022

Associated undertakings and joint arrangements

Australia

Ground Floor, 55 Clarence Street, Sydney NSW 2000, Australia

FTTB Wholesale Pty Ltd 25.05 Ordinary shares

Level 1, 177 Pacific Highway, North Sydney NSW 2060, Australia

3.6 GHz Spectrum Pty Ltd 25.05 Ordinary shares

AAPT Limited 25.05 Ordinary shares

ACN 088 889 230 Pty Ltd 25.05 Ordinary shares

ACN 139 798 404 Pty Ltd 25.05 Ordinary shares

Adam Internet Holdings Pty Ltd 25.05 Ordinary shares

Adam Internet Pty Ltd 25.05 A shares, B shares, Ordinary shares

Agile Pty Ltd 25.05 Ordinary shares

AlchemyIT Pty Ltd 25.05 Ordinary shares

Blue Call Pty Ltd 25.05 Ordinary shares

Cable Licence Holdings Pty Ltd 25.05 A shares, B shares

Chariot Pty Ltd 25.05 Ordinary shares

Chime Communications Pty Ltd 25.05 Ordinary shares

Connect Internet Solutions Pty Limited

25.05 Ordinary shares

Connect West Pty Ltd 25.05 No 1 Ordinary shares

Destra Communications Pty Ltd 25.05 Ordinary shares

Digiplus Contracts Pty Ltd 25.05 Ordinary shares

Digiplus Holdings Pty Ltd 25.05 Ordinary shares

Digiplus Investments Pty Ltd 25.05 Ordinary shares

Digiplus Pty Ltd 25.05 Ordinary shares

H3GA Properties (No.3) Pty Limited 25.05 Ordinary shares

Hosteddesktop.com Pty Ltd 25.05 Ordinary shares

iHug Pty Ltd 25.05 No 1 Ordinary shares

iiNet (Ozemail) Pty Ltd 25.05 Ordinary shares

iiNet Labs Pty Ltd 25.05 Ordinary shares

iiNet Limited 25.05 Ordinary shares

Internode Pty Ltd 25.05 B shares, Ordinary shares

IntraPower Pty Limited 25.05 Ordinary shares

Intrapower Terrestrial Pty Ltd 25.05 Ordinary shares

IP Group Pty Ltd 25.05 Ordinary shares

IP Services Xchange Pty Ltd 25.05 A shares, B shares

Jiva Pty Ltd 25.05 Ordinary shares

Kooee Communications Pty Ltd 25.05 Ordinary shares

Kooee Mobile Pty Ltd 25.05 Ordinary shares

Kooee Pty Ltd 25.05 A shares, B shares

Mercury Connect Pty Ltd 25.05 E shares, Ordinary shares

Mobile JV Pty Limited 25.05 Ordinary shares

Mobileworld Communications Pty Limited

25.05 Ordinary shares

Mobileworld Operating Pty Ltd 25.05 Ordinary shares

Netspace Online Systems Pty Ltd 25.05 Ordinary shares

Numillar IPS Pty Ltd 25.05 Ordinary shares

Orchid Human Resources Pty Ltd 25.05 Ordinary shares

PIPE International (Australia) Pty Ltd 25.05 Ordinary shares

PIPE Networks Pty Limited 25.05 Ordinary shares

PIPE Transmission Pty Limited 25.05 Ordinary shares

PowerTel Limited 25.05 Ordinary shares

Request Broadband Pty Ltd 25.05 Ordinary shares

Soul Communications Pty Ltd 25.05 Ordinary shares

Soul Contracts Pty Ltd 25.05 Ordinary shares

Soul Pattinson Telecommunications Pty Ltd

25.05 Ordinary shares

SPT Telecommunications Pty Ltd 25.05 Ordinary shares

SPTCom Pty Ltd 25.05 Ordinary shares

Telecom Enterprises Australia Pty Limited

25.05 Ordinary shares

Telecom New Zealand Australia Pty Ltd

25.05 Ordinary shares, Redeemable

preference shares

TPG Corporation Limited 25.05 Ordinary shares

TPG Energy Pty Ltd 25.05 Ordinary shares

TPG Finance Pty Limited 25.05 Ordinary shares

TPG Holdings Pty Ltd 25.05 Ordinary shares

TPG Internet Pty Ltd 25.05 Ordinary shares

TPG JV Company Pty Ltd 25.05 Ordinary shares

TPG Network Pty Ltd 25.05 Ordinary shares

TPG Telecom Limited 25.05 Ordinary shares

TransACT Broadcasting Pty Ltd 25.05 Ordinary shares

TransACT Capital Communications Pty Ltd

25.05 Ordinary shares

TransACT Communications Pty Ltd 25.05 Ordinary shares

TransACT Victoria Communications Pty Ltd

25.05 Ordinary shares

TransACT Victoria Holdings Pty Ltd 25.05 Ordinary shares

Transflicks Pty Ltd 25.05 Ordinary shares

Trusted Cloud Pty Ltd 25.05 Ordinary shares

Trusted Cloud Solutions Pty Ltd 25.05 Ordinary shares

Value Added Network Pty Ltd 25.05 Ordinary shares

Virtual Desktop Pty Ltd 25.05 Ordinary shares

Vodafone Australia Pty Limited 25.05 Ordinary shares, Class B shares,

Redeemable preference shares

Vodafone Foundation Australia Pty Limited

25.05 Ordinary shares

Vodafone Hutchison Receivables Pty Limited

25.05 Ordinary shares

Vodafone Hutchison Spectrum Pty Limited

25.05 Ordinary shares

Vodafone Network Pty Limited 25.05 Ordinary shares

Vodafone Pty Limited 25.05 Ordinary shares

VtalkVoip Pty Ltd 25.05 Ordinary shares

Westnet Pty Ltd 25.05 Ordinary shares

Bermuda

Clarendon House, 2 Church St, Hamilton, HM11, Bermuda

PPC 1 Limited 25.05 Ordinary shares

Czech Republic

U Rajské zahrady 1912/3, Praha 3, 130 00, Czech Republic

COOP Mobil s.r.o. 33.33 Ordinary shares

Egypt

23 Kasr El Nil St, Cairo, 11211, Egypt

Wataneya Telecommunications S.A.E 50.00 Ordinary shares

Ethiopia

Kirkos Sub-City, Woreda 01, House No. New, (Safaricom HQ), Addis Ababa, Ethiopia

Safaricom Telecommunications Ethiopia Private Limited Company 5

18.30 Ordinary shares

Germany

38 Berliner Allee, 40212, Düsseldorf, Germany

MNP Deutschland Gesellschaft bürgerlichen Rechts

33.33 Partnership share

Nobelstrasse 55, 18059, Rostock, Germany

Verwaltung “Urbana Teleunion” Rostock GmbH3

46.92 Ordinary shares

Greece

43-45 Valtetsiou Str., Athens, Greece

Safenet N.P,A. 24.97 Ordinary shares

56 Kifisias Avenue & Delfwn, Marousi, 151 25, Greece

Tilegnous IKE 33.29 Ordinary shares

Marathonos Ave 18 km & Pylou, Pallini, Attica, 15351, Greece

Victus Networks S.A. 49.94 Ordinary shares

India

10th Floor, Birla Centurion, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra, 400030, India

Vodafone Foundation7 46.90 Equity shares

Vodafone Idea Shared Services Limited7

47.61 Equity shares

Vodafone Idea Technology Solutions Limited7

47.61 Equity shares

Vodafone m-pesa Limited7 47.61 Equity shares

You Broadband India Limited7 47.61 Equity shares

A-19, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi, Delhi, 110044, India

FireFly Networks Limited7 23.81 Equity shares

A4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai, Maharashtra, 400030, India

Aditya Birla Idea Payments Bank Limited (in liquidation)7

23.33 Equity shares

Building No.10, Tower-A, 4th Floor, DLF Cyber City, Gurugram, Haryana, 122002, India

Indus Towers Limited 21.05 Ordinary shares

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

210 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Vodafone Automotive UK Limited 100.00 Ordinary shares

Vodafone Benelux Limited 100.00 Ordinary shares, Preference shares

Vodafone Cellular Limited1 100.00 Ordinary shares

Vodafone Consolidated Holdings Limited

100.00 Ordinary shares

Vodafone Corporate Limited 100.00 Ordinary shares

Vodafone Corporate Secretaries Limited1

100.00 Ordinary shares

Vodafone DC Pension Trustee Company Limited1

100.00 Ordinary shares

Vodafone Distribution Holdings Limited

100.00 Ordinary shares

Vodafone Enterprise Corporate Secretaries Limited

100.00 Ordinary shares

Vodafone Enterprise Equipment Limited

100.00 Ordinary shares

Vodafone Enterprise Europe (UK) Limited

100.00 Ordinary shares

Vodafone Enterprise U.K. 100.00 Ordinary shares

Vodafone Euro Hedging Limited 100.00 Ordinary shares

Vodafone Euro Hedging Two 100.00 Ordinary shares

Vodafone Europe UK 100.00 Ordinary shares

Vodafone European Investments1 100.00 Ordinary shares

Vodafone European Portal Limited1 100.00 Ordinary shares

Vodafone Finance Limited 1 100.00 Ordinary shares

Vodafone Finance Luxembourg Limited

100.00 Ordinary shares

Vodafone Finance Sweden 100.00 Ordinary shares, Ordinary deferred

Vodafone Finance UK Limited 100.00 Ordinary shares

Vodafone Financial Operations 100.00 Ordinary shares

Vodafone Global Content Services Limited

100.00 Ordinary shares, 5% fixed rate non-voting

preference shares

Vodafone Global Enterprise Limited 100.00 Ordinary shares, Deferred shares, B

deferred shares

Vodafone Group (Directors) Trustee Limited1

100.00 Ordinary shares

Vodafone Group Pension Trustee Limited1

100.00 Ordinary shares

Vodafone Group Services Limited 100.00 Ordinary shares, Deferred shares

Vodafone Group Services No.2 Limited1

100.00 Ordinary shares

Vodafone Group Share Trustee Limited1

100.00 Ordinary shares

Vodafone Holdings Luxembourg Limited

100.00 Ordinary shares

Vodafone Intermediate Enterprises Limited

100.00 Ordinary shares

Vodafone International 2 Limited – UK Branch2

100.00 Branch

Vodafone International Holdings Limited

100.00 Ordinary shares

Vodafone International Operations Limited

100.00 Ordinary shares

Vodafone Investment UK 100.00 Ordinary shares

Vodafone Investments Australia Limited

100.00 Ordinary shares

Vodafone Investments Limited1 100.00 Ordinary shares, Zero coupon redeemable

preference shares

Vodafone IP Licensing Limited1 100.00 Ordinary shares

Vodafone Limited 100.00 Ordinary shares

Vodafone Marketing UK 100.00 Ordinary shares

Vodafone Mobile Communications Limited

100.00 Ordinary shares

Vodafone Mobile Enterprises Limited 100.00 A-ordinary shares, Ordinary one pound

Vodafone Mobile Network Limited 100.00 A-ordinary shares, Ordinary one pound

Vodafone Nominees Limited1 100.00 Ordinary shares

Vodafone Oceania Limited 100.00 Ordinary shares

Vodafone Old Show Ground Site Management Limited

100.00 Ordinary shares

Vodafone Overseas Finance Limited 100.00 Ordinary shares

Vodafone Overseas Holdings Limited 100.00 Ordinary shares

Vodafone Panafon UK 99.87 Ordinary shares

Vodafone Partner Services Limited 100.00 Ordinary shares, Redeemable

preference shares

Vodafone Property Investments Limited

100.00 Ordinary shares

Vodafone Retail (Holdings) Limited 100.00 Ordinary shares

Vodafone Sales & Services Limited 100.00 Ordinary shares

Vodafone UK Foundation 100.00 Sole member

Vodafone UK Limited1 100.00 Ordinary shares

Vodafone Ventures Limited1 100.00 Ordinary shares

Vodafone Worldwide Holdings Limited

100.00 Ordinary shares; Cumulative preference

Vodafone Yen Finance Limited 100.00 Ordinary shares

Vodafone-Central Limited 100.00 Ordinary shares

Vodaphone Limited 100.00 Ordinary shares

Vodata Limited 100.00 Ordinary shares

Your Communications Group Limited 100.00 B Ordinary shares, Redeemable

preference shares

United States

1209 Orange, Orange Street, Wilmington, New Castle DE 19801, United States

IoT nxt USA Inc5 30.87 Common stock

145 West 45th St., 8th Floor, New York NY 10036, United States

Cable & Wireless Americas Systems, Inc.

100.00 Common stock shares

Vodafone Americas Virginia Inc. 100.00 Common stock shares

Vodafone US Inc. 100.00 Common stock shares

1615 Platte Street, Suite 02-115, Denver CO 80202, United States

Vodafone Americas Foundation 100.00 Trustee

2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, United States

Unitymedia Finance LLC 100.00 Sole member

Strategic report Governance Financials Other information210 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

211 Vodafone Group Plc Annual Report 2022

Associated undertakings and joint arrangements

Australia

Ground Floor, 55 Clarence Street, Sydney NSW 2000, Australia

FTTB Wholesale Pty Ltd 25.05 Ordinary shares

Level 1, 177 Pacific Highway, North Sydney NSW 2060, Australia

3.6 GHz Spectrum Pty Ltd 25.05 Ordinary shares

AAPT Limited 25.05 Ordinary shares

ACN 088 889 230 Pty Ltd 25.05 Ordinary shares

ACN 139 798 404 Pty Ltd 25.05 Ordinary shares

Adam Internet Holdings Pty Ltd 25.05 Ordinary shares

Adam Internet Pty Ltd 25.05 A shares, B shares, Ordinary shares

Agile Pty Ltd 25.05 Ordinary shares

AlchemyIT Pty Ltd 25.05 Ordinary shares

Blue Call Pty Ltd 25.05 Ordinary shares

Cable Licence Holdings Pty Ltd 25.05 A shares, B shares

Chariot Pty Ltd 25.05 Ordinary shares

Chime Communications Pty Ltd 25.05 Ordinary shares

Connect Internet Solutions Pty Limited

25.05 Ordinary shares

Connect West Pty Ltd 25.05 No 1 Ordinary shares

Destra Communications Pty Ltd 25.05 Ordinary shares

Digiplus Contracts Pty Ltd 25.05 Ordinary shares

Digiplus Holdings Pty Ltd 25.05 Ordinary shares

Digiplus Investments Pty Ltd 25.05 Ordinary shares

Digiplus Pty Ltd 25.05 Ordinary shares

H3GA Properties (No.3) Pty Limited 25.05 Ordinary shares

Hosteddesktop.com Pty Ltd 25.05 Ordinary shares

iHug Pty Ltd 25.05 No 1 Ordinary shares

iiNet (Ozemail) Pty Ltd 25.05 Ordinary shares

iiNet Labs Pty Ltd 25.05 Ordinary shares

iiNet Limited 25.05 Ordinary shares

Internode Pty Ltd 25.05 B shares, Ordinary shares

IntraPower Pty Limited 25.05 Ordinary shares

Intrapower Terrestrial Pty Ltd 25.05 Ordinary shares

IP Group Pty Ltd 25.05 Ordinary shares

IP Services Xchange Pty Ltd 25.05 A shares, B shares

Jiva Pty Ltd 25.05 Ordinary shares

Kooee Communications Pty Ltd 25.05 Ordinary shares

Kooee Mobile Pty Ltd 25.05 Ordinary shares

Kooee Pty Ltd 25.05 A shares, B shares

Mercury Connect Pty Ltd 25.05 E shares, Ordinary shares

Mobile JV Pty Limited 25.05 Ordinary shares

Mobileworld Communications Pty Limited

25.05 Ordinary shares

Mobileworld Operating Pty Ltd 25.05 Ordinary shares

Netspace Online Systems Pty Ltd 25.05 Ordinary shares

Numillar IPS Pty Ltd 25.05 Ordinary shares

Orchid Human Resources Pty Ltd 25.05 Ordinary shares

PIPE International (Australia) Pty Ltd 25.05 Ordinary shares

PIPE Networks Pty Limited 25.05 Ordinary shares

PIPE Transmission Pty Limited 25.05 Ordinary shares

PowerTel Limited 25.05 Ordinary shares

Request Broadband Pty Ltd 25.05 Ordinary shares

Soul Communications Pty Ltd 25.05 Ordinary shares

Soul Contracts Pty Ltd 25.05 Ordinary shares

Soul Pattinson Telecommunications Pty Ltd

25.05 Ordinary shares

SPT Telecommunications Pty Ltd 25.05 Ordinary shares

SPTCom Pty Ltd 25.05 Ordinary shares

Telecom Enterprises Australia Pty Limited

25.05 Ordinary shares

Telecom New Zealand Australia Pty Ltd

25.05 Ordinary shares, Redeemable

preference shares

TPG Corporation Limited 25.05 Ordinary shares

TPG Energy Pty Ltd 25.05 Ordinary shares

TPG Finance Pty Limited 25.05 Ordinary shares

TPG Holdings Pty Ltd 25.05 Ordinary shares

TPG Internet Pty Ltd 25.05 Ordinary shares

TPG JV Company Pty Ltd 25.05 Ordinary shares

TPG Network Pty Ltd 25.05 Ordinary shares

TPG Telecom Limited 25.05 Ordinary shares

TransACT Broadcasting Pty Ltd 25.05 Ordinary shares

TransACT Capital Communications Pty Ltd

25.05 Ordinary shares

TransACT Communications Pty Ltd 25.05 Ordinary shares

TransACT Victoria Communications Pty Ltd

25.05 Ordinary shares

TransACT Victoria Holdings Pty Ltd 25.05 Ordinary shares

Transflicks Pty Ltd 25.05 Ordinary shares

Trusted Cloud Pty Ltd 25.05 Ordinary shares

Trusted Cloud Solutions Pty Ltd 25.05 Ordinary shares

Value Added Network Pty Ltd 25.05 Ordinary shares

Virtual Desktop Pty Ltd 25.05 Ordinary shares

Vodafone Australia Pty Limited 25.05 Ordinary shares, Class B shares,

Redeemable preference shares

Vodafone Foundation Australia Pty Limited

25.05 Ordinary shares

Vodafone Hutchison Receivables Pty Limited

25.05 Ordinary shares

Vodafone Hutchison Spectrum Pty Limited

25.05 Ordinary shares

Vodafone Network Pty Limited 25.05 Ordinary shares

Vodafone Pty Limited 25.05 Ordinary shares

VtalkVoip Pty Ltd 25.05 Ordinary shares

Westnet Pty Ltd 25.05 Ordinary shares

Bermuda

Clarendon House, 2 Church St, Hamilton, HM11, Bermuda

PPC 1 Limited 25.05 Ordinary shares

Czech Republic

U Rajské zahrady 1912/3, Praha 3, 130 00, Czech Republic

COOP Mobil s.r.o. 33.33 Ordinary shares

Egypt

23 Kasr El Nil St, Cairo, 11211, Egypt

Wataneya Telecommunications S.A.E 50.00 Ordinary shares

Ethiopia

Kirkos Sub-City, Woreda 01, House No. New, (Safaricom HQ), Addis Ababa, Ethiopia

Safaricom Telecommunications Ethiopia Private Limited Company 5

18.30 Ordinary shares

Germany

38 Berliner Allee, 40212, Düsseldorf, Germany

MNP Deutschland Gesellschaft bürgerlichen Rechts

33.33 Partnership share

Nobelstrasse 55, 18059, Rostock, Germany

Verwaltung “Urbana Teleunion” Rostock GmbH3

46.92 Ordinary shares

Greece

43-45 Valtetsiou Str., Athens, Greece

Safenet N.P,A. 24.97 Ordinary shares

56 Kifisias Avenue & Delfwn, Marousi, 151 25, Greece

Tilegnous IKE 33.29 Ordinary shares

Marathonos Ave 18 km & Pylou, Pallini, Attica, 15351, Greece

Victus Networks S.A. 49.94 Ordinary shares

India

10th Floor, Birla Centurion, Century Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra, 400030, India

Vodafone Foundation7 46.90 Equity shares

Vodafone Idea Shared Services Limited7

47.61 Equity shares

Vodafone Idea Technology Solutions Limited7

47.61 Equity shares

Vodafone m-pesa Limited7 47.61 Equity shares

You Broadband India Limited7 47.61 Equity shares

A-19, Mohan Co-operative Industrial Estate, Mathura Road, New Delhi, Delhi, 110044, India

FireFly Networks Limited7 23.81 Equity shares

A4, Aditya Birla Centre, S.K. Ahire Marg, Worli, Mumbai, Maharashtra, 400030, India

Aditya Birla Idea Payments Bank Limited (in liquidation)7

23.33 Equity shares

Building No.10, Tower-A, 4th Floor, DLF Cyber City, Gurugram, Haryana, 122002, India

Indus Towers Limited 21.05 Ordinary shares

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

210 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Vodafone Automotive UK Limited 100.00 Ordinary shares

Vodafone Benelux Limited 100.00 Ordinary shares, Preference shares

Vodafone Cellular Limited1 100.00 Ordinary shares

Vodafone Consolidated Holdings Limited

100.00 Ordinary shares

Vodafone Corporate Limited 100.00 Ordinary shares

Vodafone Corporate Secretaries Limited1

100.00 Ordinary shares

Vodafone DC Pension Trustee Company Limited1

100.00 Ordinary shares

Vodafone Distribution Holdings Limited

100.00 Ordinary shares

Vodafone Enterprise Corporate Secretaries Limited

100.00 Ordinary shares

Vodafone Enterprise Equipment Limited

100.00 Ordinary shares

Vodafone Enterprise Europe (UK) Limited

100.00 Ordinary shares

Vodafone Enterprise U.K. 100.00 Ordinary shares

Vodafone Euro Hedging Limited 100.00 Ordinary shares

Vodafone Euro Hedging Two 100.00 Ordinary shares

Vodafone Europe UK 100.00 Ordinary shares

Vodafone European Investments1 100.00 Ordinary shares

Vodafone European Portal Limited1 100.00 Ordinary shares

Vodafone Finance Limited 1 100.00 Ordinary shares

Vodafone Finance Luxembourg Limited

100.00 Ordinary shares

Vodafone Finance Sweden 100.00 Ordinary shares, Ordinary deferred

Vodafone Finance UK Limited 100.00 Ordinary shares

Vodafone Financial Operations 100.00 Ordinary shares

Vodafone Global Content Services Limited

100.00 Ordinary shares, 5% fixed rate non-voting

preference shares

Vodafone Global Enterprise Limited 100.00 Ordinary shares, Deferred shares, B

deferred shares

Vodafone Group (Directors) Trustee Limited1

100.00 Ordinary shares

Vodafone Group Pension Trustee Limited1

100.00 Ordinary shares

Vodafone Group Services Limited 100.00 Ordinary shares, Deferred shares

Vodafone Group Services No.2 Limited1

100.00 Ordinary shares

Vodafone Group Share Trustee Limited1

100.00 Ordinary shares

Vodafone Holdings Luxembourg Limited

100.00 Ordinary shares

Vodafone Intermediate Enterprises Limited

100.00 Ordinary shares

Vodafone International 2 Limited – UK Branch2

100.00 Branch

Vodafone International Holdings Limited

100.00 Ordinary shares

Vodafone International Operations Limited

100.00 Ordinary shares

Vodafone Investment UK 100.00 Ordinary shares

Vodafone Investments Australia Limited

100.00 Ordinary shares

Vodafone Investments Limited1 100.00 Ordinary shares, Zero coupon redeemable

preference shares

Vodafone IP Licensing Limited1 100.00 Ordinary shares

Vodafone Limited 100.00 Ordinary shares

Vodafone Marketing UK 100.00 Ordinary shares

Vodafone Mobile Communications Limited

100.00 Ordinary shares

Vodafone Mobile Enterprises Limited 100.00 A-ordinary shares, Ordinary one pound

Vodafone Mobile Network Limited 100.00 A-ordinary shares, Ordinary one pound

Vodafone Nominees Limited1 100.00 Ordinary shares

Vodafone Oceania Limited 100.00 Ordinary shares

Vodafone Old Show Ground Site Management Limited

100.00 Ordinary shares

Vodafone Overseas Finance Limited 100.00 Ordinary shares

Vodafone Overseas Holdings Limited 100.00 Ordinary shares

Vodafone Panafon UK 99.87 Ordinary shares

Vodafone Partner Services Limited 100.00 Ordinary shares, Redeemable

preference shares

Vodafone Property Investments Limited

100.00 Ordinary shares

Vodafone Retail (Holdings) Limited 100.00 Ordinary shares

Vodafone Sales & Services Limited 100.00 Ordinary shares

Vodafone UK Foundation 100.00 Sole member

Vodafone UK Limited1 100.00 Ordinary shares

Vodafone Ventures Limited1 100.00 Ordinary shares

Vodafone Worldwide Holdings Limited

100.00 Ordinary shares; Cumulative preference

Vodafone Yen Finance Limited 100.00 Ordinary shares

Vodafone-Central Limited 100.00 Ordinary shares

Vodaphone Limited 100.00 Ordinary shares

Vodata Limited 100.00 Ordinary shares

Your Communications Group Limited 100.00 B Ordinary shares, Redeemable

preference shares

United States

1209 Orange, Orange Street, Wilmington, New Castle DE 19801, United States

IoT nxt USA Inc5 30.87 Common stock

145 West 45th St., 8th Floor, New York NY 10036, United States

Cable & Wireless Americas Systems, Inc.

100.00 Common stock shares

Vodafone Americas Virginia Inc. 100.00 Common stock shares

Vodafone US Inc. 100.00 Common stock shares

1615 Platte Street, Suite 02-115, Denver CO 80202, United States

Vodafone Americas Foundation 100.00 Trustee

2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, United States

Unitymedia Finance LLC 100.00 Sole member

Strategic report Governance Financials Other information211 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued)

Overview Strategic Report Governance Financials Other information

213 Vodafone Group Plc Annual Report 2022

United States

251 Little Falls Drive, Wilmington DE 19808, United States

LG Financing Partnership 50.00 Partnership interest

PPC 1 (US) Inc. 25.05 Ordinary shares

Ziggo Financing Partnership 50.00 Partnership interest

Notes: 1 Directly held by Vodafone Group Plc. 2 Branches. 3 Shareholding is indirect through Vodafone Deutschland GmbH. 4 Shareholding is indirect through Vantage Towers A.G.

5 Shareholding is indirect through Vodacom Group Limited. The indirect shareholding is calculated using the 60.50% ownership interest in Vodacom Group Limited.

6 At 31 March 2022 the fair value of Safaricom Plc was KES 1,370 billion (€10,693 million) based on the closing quoted share price on the Nairobi Stock Exchange.

7 Includes the indirect interest held through Vodafone Idea Limited.

Selected financial information

The table below shows selected financial information in respect of subsidiaries that have non-controlling interests that are material to the Group1.

Vodacom Group Limited Vodafone Egypt

Telecommunications S.A.E Vantage Towers

A.G. 2022 2021 2022 2021 2022 €m €m €m €m €m

Summary comprehensive income information Revenue 5,993 5,181 1,814 1,537 1,252 Profit for the financial year 1,002 891 314 271 345 Other comprehensive expense (2) (17) – – – Total comprehensive income 1,000 874 314 271 345 Other financial information Profit for the financial year allocated to non-controlling interests 353 310 141 122 66 Dividends paid to non-controlling interests 294 307 194 84 52 Summary financial position information Non-current assets 7,253 6,592 1,630 1,765 11,137 Current assets 3,123 2,671 440 640 704 Total assets 10,376 9,263 2,070 2,405 11,841 Non-current liabilities (2,191) (2,617) (83) (198) (5,251) Current liabilities (3,539) (2,406) (1,197) (1,217) (1,055) Total assets less total liabilities 4,646 4,240 790 990 5,535 Equity shareholders’ funds 3,624 3,332 474 587 4,522 Non-controlling interests 1,022 908 316 403 1,013 Total equity 4,646 4,240 790 990 5,535 Statement of cash flows Net cash inflow from operating activities 1,946 1,711 755 523 1,110 Net cash outflow from investing activities (666) (424) (284) (418) (232) Net cash outflow from financing activities (1,177) (1,251) (749) (7) (861) Net cash inflow/(outflow) 103 36 (278) 98 17 Cash and cash equivalents brought forward 876 826 348 273 48 Exchange gain/(loss) on cash and cash equivalents 46 14 2 (23) – Cash and cash equivalents 1,025 876 72 348 65 Note: 1 Vantage Towers A.G. was listed on the Frankfurt Stock exchange on 18 March 2021, resulting in the recognition of non-controlling interests of €1,019 million in year ending 31 March 2021 in the Group’s

consolidated Statement of financial position. Non-current assets, current assets, non-current liabilities and current liabilities for Vantage Towers A.G. were €10,899 million, €490 million, €4,976 million and €958 million respectively, in the year ending 31 March 2021 in the Group’s consolidated Statement of financial position.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

212 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Netherlands

Suman Tower Plot No. 18, Sector No. 11, Gandhinagar, 382011, Gujarat, India

Vodafone Idea Limited 47.61 Equity shares

Vodafone Idea Manpower Services Limited7

47.04 Equity shares

Vodafone House, Corporate Road, Prahladnagar, Off S. G. Highway, Ahmedabad, Gujarat, 380051, India

Connect (India) Mobile Technologies Private Limited7

47.61 Equity shares

Vodafone Idea Business Services Limited7

47.61 Equity shares

Vodafone Idea Communication Systems Limited7

47.61 Equity shares

Vodafone Idea Telecom Infrastructure Limited7

47.61 Equity shares

Ireland

The Herbert Building, The Park, Carrickmines, Dublin, Ireland

Siro DAC 50.00 Ordinary shares

Siro JV Holdco Limited 50.00 Ordinary B shares

Italy

Via Gaetana Negri 1, 20123, Milano, Italy

Infrastrutture Wireless Italiane S.p.A4 27.12 Ordinary shares

Kenya

LR No. 13263, Safaricom House, Waiyaki Way, PO Box 66827- 00800, Nairobi, Kenya

Safaricom PLC6 26.13 Ordinary shares

Safaricom House, Waiyaki Way Westlands, Nairobi, Kenya

M-PESA Africa Limited5 43.31 Ordinary shares

Luxembourg

15 rue Edward Steichen, Luxembourg, 2540, Luxembourg

Tomorrow Street SCA 50.00 Ordinary A shares, Ordinary B shares, Ordinary C shares

3 More London Riverside, London, SE1 2AQ, United Kingdom

Global Partnership for Ethiopia B.V. 5 18.30 Ordinary shares

Avenue Ceramique 300, 6221 Kx, Maastricht, Netherlands

Vodafone Libertel B.V. 50.00 Ordinary shares

Boven Vredenburgpassage 128, 3511 WR, Utrecht, Netherlands

Amsterdamse Beheer- en Consultingmaatschappij B.V.

50.00 Ordinary shares

Esprit Telecom B.V. 50.00 Ordinary shares

FinCo Partner 1 B.V. 50.00 Ordinary shares

LGE HoldCo V B.V. 50.00 Ordinary shares

LGE HoldCo VI B.V. 50.00 Ordinary shares

LGE Holdco VII B.V. 50.00 Ordinary shares

LGE HoldCo VIII B.V. 50.00 Ordinary shares

Vodafone Financial Services B.V. 50.00 Ordinary shares

Vodafone Nederland Holding I B.V. 50.00 Ordinary shares

Vodafone Nederland Holding II B.V. 50.00 Ordinary shares

VodafoneZiggo Employment B.V. 50.00 Ordinary shares

VodafoneZiggo Group B.V. 50.00 Ordinary shares

VodafoneZiggo Group Holding B.V. 50.00 Ordinary shares

VZ Financing I B.V. 50.00 Ordinary shares

VZ Financing II B.V. 50.00 Ordinary shares

VZ FinCo B.V. 50.00 Ordinary shares

VZ PropCo B.V. 50.00 Ordinary shares

VZ Secured Financing B.V. 50.00 Ordinary shares

XB Facilities B.V. 50.00 Ordinary shares

Ziggo B.V. 50.00 Ordinary shares

Ziggo Deelnemingen B.V. 50.00 Ordinary shares

Ziggo Finance 2 B.V. 50.00 Ordinary shares

Ziggo Netwerk II B.V. 50.00 Ordinary shares

Ziggo Real Estate B.V. 50.00 Ordinary shares

Ziggo Services B.V. 50.00 Ordinary shares

Ziggo Services Employment B.V. 50.00 Ordinary shares

Ziggo Services Netwerk 2 B.V. 50.00 Ordinary shares

Ziggo Zakelijk Services B.V. 50.00 Ordinary shares

Zoranet Connectivity Services B.V. 50.00 Ordinary shares

ZUM B.V. 50.00 Ordinary shares

Media Parkboulevard 2, 1217 WE Hilversum, Netherlands

Liberty Global Content Netherlands B.V.

50.00 Ordinary shares

Winschoterdiep 60, 9723 AB Groningen, Netherlands

Zesko B.V. 50.00 Ordinary shares

Ziggo Bond Company B.V. 50.00 Ordinary shares

Ziggo Netwerk B.V. 50.00 Ordinary shares

New Zealand

Tompkins Wake, Level 11, 41 Shortland Street, Auckland 1010, New Zealand

iiNet (New Zealand) AKL Limited 25.05 Ordinary shares

Unit 17, 24 Allright Place, Mt Wellington, Auckland, New Zealand

TPG (NZ) Pty Ltd 25.05 Ordinary shares

Philippines

22F Robinson Equitable Tower, ADB Ave, Corner Povega St, Ortigas Center, Pasig City, Philippines

Orchid Cybertech Services Inc 25.05 Ordinary shares

Portugal

Espaço Sete Rios, LEAP Rua de Campolide, 351, 0.05 , 1070-034, Lisboa, Portugal

Dualgrid – Gestão de Redes Partilhadas, S.A.

50.00 Ordinary shares

Rua Pedro e Inês, Lote 2.08.01, 1990-075, Parque das Nações, Lisboa, Portugal

Sport TV Portugal, S.A. 25.00 Nominative shares

Romania

Floor 3, Module 2, Connected Buildings III, Nr. 10A, Dimitrie Pompei Boulevard, Bucharest, Sector 2, Romania

Netgrid Telecom SRL 50.00 Ordinary shares

Russian Federation

Building 3, 11, Promyshlennaya Street, Moscow 115 516

Autoconnex Limited 35.00 Ordinary shares

South Africa

76 Maude Street, Sandton, Johannesberg, 2196, South Africa

Waterberg Lodge (Proprietary) Limited5

30.25 Ordinary shares

Building 13, Ground Floor, East Thornhill Office Park, 94 Bekker Road, Vorna Valley, X67 1685, South Africa

Number Portability Company (Pty) Ltd5

12.10 Ordinary shares

Rigel Park, Block A, 446 Rigel Avenue, Erasmusrand, Pretoria, 0181, South Africa

Canard Spatial Technologies (Pty) Ltd5 19.66 Ordinary shares

AfriGis (Pty) Ltd5 16.13 Ordinary shares

Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa

M-Pesa S.A (Proprietary) Limited5 43.31 Ordinary shares

Tanzania, United Republic of

Plot No. 23, Ursino Estate, Bagamoyo Road, Dar es Salaam, Tanzania, United Republic of

Vodacom Trust Limited (in liquidation)5

45.37 Ordinary A shares, Ordinary B shares

Turkey

Çifte Havuzlar Mah Eski Londra Asfaltı Cad No: 151/1E/301,

Esenler, Istanbul, Turkey

FGS Bilgi Islem Urunler Sanayi ve

Ticaret AS

50.00 Ordinary shares

United Kingdom

24/25 The Shard, 32 London Bridge Street, London, SE1 9SG, United Kingdom

Digital Mobile Spectrum Limited 25.00 Ordinary shares

3 More London Riverside, London, SE1 2AQ, United Kingdom

VodaFamily Ethiopia Holding Company Limited5

29.57 Ordinary shares

Griffin House, 161 Hammersmith Road, London, W6 8BS, United Kingdom

Cable & Wireless Trade Mark Management Limited

50.00 Ordinary A shares, Ordinary B shares

Hive 2, 1530 Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA, United Kingdom

Cornerstone Telecommunications Infrastructure Limited4

40.87 Ordinary shares

Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom

Vodafone Hutchison (Australia) Holdings Limited

50.00 Ordinary shares

Strategic report Governance Financials Other information212 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued)

Overview Strategic Report Governance Financials Other information

213 Vodafone Group Plc Annual Report 2022

United States

251 Little Falls Drive, Wilmington DE 19808, United States

LG Financing Partnership 50.00 Partnership interest

PPC 1 (US) Inc. 25.05 Ordinary shares

Ziggo Financing Partnership 50.00 Partnership interest

Notes: 1 Directly held by Vodafone Group Plc. 2 Branches. 3 Shareholding is indirect through Vodafone Deutschland GmbH. 4 Shareholding is indirect through Vantage Towers A.G.

5 Shareholding is indirect through Vodacom Group Limited. The indirect shareholding is calculated using the 60.50% ownership interest in Vodacom Group Limited.

6 At 31 March 2022 the fair value of Safaricom Plc was KES 1,370 billion (€10,693 million) based on the closing quoted share price on the Nairobi Stock Exchange.

7 Includes the indirect interest held through Vodafone Idea Limited.

Selected financial information

The table below shows selected financial information in respect of subsidiaries that have non-controlling interests that are material to the Group1.

Vodacom Group Limited Vodafone Egypt

Telecommunications S.A.E Vantage Towers

A.G. 2022 2021 2022 2021 2022 €m €m €m €m €m

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

212 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Netherlands

Suman Tower Plot No. 18, Sector No. 11, Gandhinagar, 382011, Gujarat, India

Vodafone Idea Limited 47.61 Equity shares

Vodafone Idea Manpower Services Limited7

47.04 Equity shares

Vodafone House, Corporate Road, Prahladnagar, Off S. G. Highway, Ahmedabad, Gujarat, 380051, India

Connect (India) Mobile Technologies Private Limited7

47.61 Equity shares

Vodafone Idea Business Services Limited7

47.61 Equity shares

Vodafone Idea Communication Systems Limited7

47.61 Equity shares

Vodafone Idea Telecom Infrastructure Limited7

47.61 Equity shares

Ireland

The Herbert Building, The Park, Carrickmines, Dublin, Ireland

Siro DAC 50.00 Ordinary shares

Siro JV Holdco Limited 50.00 Ordinary B shares

Italy

Via Gaetana Negri 1, 20123, Milano, Italy

Infrastrutture Wireless Italiane S.p.A4 27.12 Ordinary shares

Kenya

LR No. 13263, Safaricom House, Waiyaki Way, PO Box 66827- 00800, Nairobi, Kenya

Safaricom PLC6 26.13 Ordinary shares

Safaricom House, Waiyaki Way Westlands, Nairobi, Kenya

M-PESA Africa Limited5 43.31 Ordinary shares

Luxembourg

15 rue Edward Steichen, Luxembourg, 2540, Luxembourg

Tomorrow Street SCA 50.00 Ordinary A shares, Ordinary B shares, Ordinary C shares

3 More London Riverside, London, SE1 2AQ, United Kingdom

Global Partnership for Ethiopia B.V. 5 18.30 Ordinary shares

Avenue Ceramique 300, 6221 Kx, Maastricht, Netherlands

Vodafone Libertel B.V. 50.00 Ordinary shares

Boven Vredenburgpassage 128, 3511 WR, Utrecht, Netherlands

Amsterdamse Beheer- en Consultingmaatschappij B.V.

50.00 Ordinary shares

Esprit Telecom B.V. 50.00 Ordinary shares

FinCo Partner 1 B.V. 50.00 Ordinary shares

LGE HoldCo V B.V. 50.00 Ordinary shares

LGE HoldCo VI B.V. 50.00 Ordinary shares

LGE Holdco VII B.V. 50.00 Ordinary shares

LGE HoldCo VIII B.V. 50.00 Ordinary shares

Vodafone Financial Services B.V. 50.00 Ordinary shares

Vodafone Nederland Holding I B.V. 50.00 Ordinary shares

Vodafone Nederland Holding II B.V. 50.00 Ordinary shares

VodafoneZiggo Employment B.V. 50.00 Ordinary shares

VodafoneZiggo Group B.V. 50.00 Ordinary shares

VodafoneZiggo Group Holding B.V. 50.00 Ordinary shares

VZ Financing I B.V. 50.00 Ordinary shares

VZ Financing II B.V. 50.00 Ordinary shares

VZ FinCo B.V. 50.00 Ordinary shares

VZ PropCo B.V. 50.00 Ordinary shares

VZ Secured Financing B.V. 50.00 Ordinary shares

XB Facilities B.V. 50.00 Ordinary shares

Ziggo B.V. 50.00 Ordinary shares

Ziggo Deelnemingen B.V. 50.00 Ordinary shares

Ziggo Finance 2 B.V. 50.00 Ordinary shares

Ziggo Netwerk II B.V. 50.00 Ordinary shares

Ziggo Real Estate B.V. 50.00 Ordinary shares

Ziggo Services B.V. 50.00 Ordinary shares

Ziggo Services Employment B.V. 50.00 Ordinary shares

Ziggo Services Netwerk 2 B.V. 50.00 Ordinary shares

Ziggo Zakelijk Services B.V. 50.00 Ordinary shares

Zoranet Connectivity Services B.V. 50.00 Ordinary shares

ZUM B.V. 50.00 Ordinary shares

Media Parkboulevard 2, 1217 WE Hilversum, Netherlands

Liberty Global Content Netherlands B.V.

50.00 Ordinary shares

Winschoterdiep 60, 9723 AB Groningen, Netherlands

Zesko B.V. 50.00 Ordinary shares

Ziggo Bond Company B.V. 50.00 Ordinary shares

Ziggo Netwerk B.V. 50.00 Ordinary shares

New Zealand

Tompkins Wake, Level 11, 41 Shortland Street, Auckland 1010, New Zealand

iiNet (New Zealand) AKL Limited 25.05 Ordinary shares

Unit 17, 24 Allright Place, Mt Wellington, Auckland, New Zealand

TPG (NZ) Pty Ltd 25.05 Ordinary shares

Philippines

22F Robinson Equitable Tower, ADB Ave, Corner Povega St, Ortigas Center, Pasig City, Philippines

Orchid Cybertech Services Inc 25.05 Ordinary shares

Portugal

Espaço Sete Rios, LEAP Rua de Campolide, 351, 0.05 , 1070-034, Lisboa, Portugal

Dualgrid – Gestão de Redes Partilhadas, S.A.

50.00 Ordinary shares

Rua Pedro e Inês, Lote 2.08.01, 1990-075, Parque das Nações, Lisboa, Portugal

Sport TV Portugal, S.A. 25.00 Nominative shares

Romania

Floor 3, Module 2, Connected Buildings III, Nr. 10A, Dimitrie Pompei Boulevard, Bucharest, Sector 2, Romania

Netgrid Telecom SRL 50.00 Ordinary shares

Russian Federation

Building 3, 11, Promyshlennaya Street, Moscow 115 516

Autoconnex Limited 35.00 Ordinary shares

South Africa

76 Maude Street, Sandton, Johannesberg, 2196, South Africa

Waterberg Lodge (Proprietary) Limited5

30.25 Ordinary shares

Building 13, Ground Floor, East Thornhill Office Park, 94 Bekker Road, Vorna Valley, X67 1685, South Africa

Number Portability Company (Pty) Ltd5

12.10 Ordinary shares

Rigel Park, Block A, 446 Rigel Avenue, Erasmusrand, Pretoria, 0181, South Africa

Canard Spatial Technologies (Pty) Ltd5 19.66 Ordinary shares

AfriGis (Pty) Ltd5 16.13 Ordinary shares

Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa

M-Pesa S.A (Proprietary) Limited5 43.31 Ordinary shares

Tanzania, United Republic of

Plot No. 23, Ursino Estate, Bagamoyo Road, Dar es Salaam, Tanzania, United Republic of

Vodacom Trust Limited (in liquidation)5

45.37 Ordinary A shares, Ordinary B shares

Turkey

Çifte Havuzlar Mah Eski Londra Asfaltı Cad No: 151/1E/301,

Esenler, Istanbul, Turkey

FGS Bilgi Islem Urunler Sanayi ve

Ticaret AS

50.00 Ordinary shares

United Kingdom

24/25 The Shard, 32 London Bridge Street, London, SE1 9SG, United Kingdom

Digital Mobile Spectrum Limited 25.00 Ordinary shares

3 More London Riverside, London, SE1 2AQ, United Kingdom

VodaFamily Ethiopia Holding Company Limited5

29.57 Ordinary shares

Griffin House, 161 Hammersmith Road, London, W6 8BS, United Kingdom

Cable & Wireless Trade Mark Management Limited

50.00 Ordinary A shares, Ordinary B shares

Hive 2, 1530 Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA, United Kingdom

Cornerstone Telecommunications Infrastructure Limited4

40.87 Ordinary shares

Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom

Vodafone Hutchison (Australia) Holdings Limited

50.00 Ordinary shares

Strategic report Governance Financials Other information212 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

213 Vodafone Group Plc Annual Report 2022

United States

251 Little Falls Drive, Wilmington DE 19808, United States

LG Financing Partnership 50.00 Partnership interest

PPC 1 (US) Inc. 25.05 Ordinary shares

Ziggo Financing Partnership 50.00 Partnership interest

Notes: 1 Directly held by Vodafone Group Plc. 2 Branches. 3 Shareholding is indirect through Vodafone Deutschland GmbH. 4 Shareholding is indirect through Vantage Towers A.G.

5 Shareholding is indirect through Vodacom Group Limited. The indirect shareholding is calculated using the 60.50% ownership interest in Vodacom Group Limited.

6 At 31 March 2022 the fair value of Safaricom Plc was KES 1,370 billion (€10,693 million) based on the closing quoted share price on the Nairobi Stock Exchange.

7 Includes the indirect interest held through Vodafone Idea Limited.

Selected financial information

The table below shows selected financial information in respect of subsidiaries that have non-controlling interests that are material to the Group1.

Vodacom Group Limited Vodafone Egypt

Telecommunications S.A.E Vantage Towers

A.G. 2022 2021 2022 2021 2022 €m €m €m €m €m

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

212 Vodafone Group Plc Annual Report 2022 2020

31. Related undertakings (continued)

Netherlands

Suman Tower Plot No. 18, Sector No. 11, Gandhinagar, 382011, Gujarat, India

Vodafone Idea Limited 47.61 Equity shares

Vodafone Idea Manpower Services Limited7

47.04 Equity shares

Vodafone House, Corporate Road, Prahladnagar, Off S. G. Highway, Ahmedabad, Gujarat, 380051, India

Connect (India) Mobile Technologies Private Limited7

47.61 Equity shares

Vodafone Idea Business Services Limited7

47.61 Equity shares

Vodafone Idea Communication Systems Limited7

47.61 Equity shares

Vodafone Idea Telecom Infrastructure Limited7

47.61 Equity shares

Ireland

The Herbert Building, The Park, Carrickmines, Dublin, Ireland

Siro DAC 50.00 Ordinary shares

Siro JV Holdco Limited 50.00 Ordinary B shares

Italy

Via Gaetana Negri 1, 20123, Milano, Italy

Infrastrutture Wireless Italiane S.p.A4 27.12 Ordinary shares

Kenya

LR No. 13263, Safaricom House, Waiyaki Way, PO Box 66827- 00800, Nairobi, Kenya

Safaricom PLC6 26.13 Ordinary shares

Safaricom House, Waiyaki Way Westlands, Nairobi, Kenya

M-PESA Africa Limited5 43.31 Ordinary shares

Luxembourg

15 rue Edward Steichen, Luxembourg, 2540, Luxembourg

Tomorrow Street SCA 50.00 Ordinary A shares, Ordinary B shares, Ordinary C shares

3 More London Riverside, London, SE1 2AQ, United Kingdom

Global Partnership for Ethiopia B.V. 5 18.30 Ordinary shares

Avenue Ceramique 300, 6221 Kx, Maastricht, Netherlands

Vodafone Libertel B.V. 50.00 Ordinary shares

Boven Vredenburgpassage 128, 3511 WR, Utrecht, Netherlands

Amsterdamse Beheer- en Consultingmaatschappij B.V.

50.00 Ordinary shares

Esprit Telecom B.V. 50.00 Ordinary shares

FinCo Partner 1 B.V. 50.00 Ordinary shares

LGE HoldCo V B.V. 50.00 Ordinary shares

LGE HoldCo VI B.V. 50.00 Ordinary shares

LGE Holdco VII B.V. 50.00 Ordinary shares

LGE HoldCo VIII B.V. 50.00 Ordinary shares

Vodafone Financial Services B.V. 50.00 Ordinary shares

Vodafone Nederland Holding I B.V. 50.00 Ordinary shares

Vodafone Nederland Holding II B.V. 50.00 Ordinary shares

VodafoneZiggo Employment B.V. 50.00 Ordinary shares

VodafoneZiggo Group B.V. 50.00 Ordinary shares

VodafoneZiggo Group Holding B.V. 50.00 Ordinary shares

VZ Financing I B.V. 50.00 Ordinary shares

VZ Financing II B.V. 50.00 Ordinary shares

VZ FinCo B.V. 50.00 Ordinary shares

VZ PropCo B.V. 50.00 Ordinary shares

VZ Secured Financing B.V. 50.00 Ordinary shares

XB Facilities B.V. 50.00 Ordinary shares

Ziggo B.V. 50.00 Ordinary shares

Ziggo Deelnemingen B.V. 50.00 Ordinary shares

Ziggo Finance 2 B.V. 50.00 Ordinary shares

Ziggo Netwerk II B.V. 50.00 Ordinary shares

Ziggo Real Estate B.V. 50.00 Ordinary shares

Ziggo Services B.V. 50.00 Ordinary shares

Ziggo Services Employment B.V. 50.00 Ordinary shares

Ziggo Services Netwerk 2 B.V. 50.00 Ordinary shares

Ziggo Zakelijk Services B.V. 50.00 Ordinary shares

Zoranet Connectivity Services B.V. 50.00 Ordinary shares

ZUM B.V. 50.00 Ordinary shares

Media Parkboulevard 2, 1217 WE Hilversum, Netherlands

Liberty Global Content Netherlands B.V.

50.00 Ordinary shares

Winschoterdiep 60, 9723 AB Groningen, Netherlands

Zesko B.V. 50.00 Ordinary shares

Ziggo Bond Company B.V. 50.00 Ordinary shares

Ziggo Netwerk B.V. 50.00 Ordinary shares

New Zealand

Tompkins Wake, Level 11, 41 Shortland Street, Auckland 1010, New Zealand

iiNet (New Zealand) AKL Limited 25.05 Ordinary shares

Unit 17, 24 Allright Place, Mt Wellington, Auckland, New Zealand

TPG (NZ) Pty Ltd 25.05 Ordinary shares

Philippines

22F Robinson Equitable Tower, ADB Ave, Corner Povega St, Ortigas Center, Pasig City, Philippines

Orchid Cybertech Services Inc 25.05 Ordinary shares

Portugal

Espaço Sete Rios, LEAP Rua de Campolide, 351, 0.05 , 1070-034, Lisboa, Portugal

Dualgrid – Gestão de Redes Partilhadas, S.A.

50.00 Ordinary shares

Rua Pedro e Inês, Lote 2.08.01, 1990-075, Parque das Nações, Lisboa, Portugal

Sport TV Portugal, S.A. 25.00 Nominative shares

Romania

Floor 3, Module 2, Connected Buildings III, Nr. 10A, Dimitrie Pompei Boulevard, Bucharest, Sector 2, Romania

Netgrid Telecom SRL 50.00 Ordinary shares

Russian Federation

Building 3, 11, Promyshlennaya Street, Moscow 115 516

Autoconnex Limited 35.00 Ordinary shares

South Africa

76 Maude Street, Sandton, Johannesberg, 2196, South Africa

Waterberg Lodge (Proprietary) Limited5

30.25 Ordinary shares

Building 13, Ground Floor, East Thornhill Office Park, 94 Bekker Road, Vorna Valley, X67 1685, South Africa

Number Portability Company (Pty) Ltd5

12.10 Ordinary shares

Rigel Park, Block A, 446 Rigel Avenue, Erasmusrand, Pretoria, 0181, South Africa

Canard Spatial Technologies (Pty) Ltd5 19.66 Ordinary shares

AfriGis (Pty) Ltd5 16.13 Ordinary shares

Vodacom Corporate Park, 082 Vodacom Boulevard, Midrand, 1685, South Africa

M-Pesa S.A (Proprietary) Limited5 43.31 Ordinary shares

Tanzania, United Republic of

Plot No. 23, Ursino Estate, Bagamoyo Road, Dar es Salaam, Tanzania, United Republic of

Vodacom Trust Limited (in liquidation)5

45.37 Ordinary A shares, Ordinary B shares

Turkey

Çifte Havuzlar Mah Eski Londra Asfaltı Cad No: 151/1E/301,

Esenler, Istanbul, Turkey

FGS Bilgi Islem Urunler Sanayi ve

Ticaret AS

50.00 Ordinary shares

United Kingdom

24/25 The Shard, 32 London Bridge Street, London, SE1 9SG, United Kingdom

Digital Mobile Spectrum Limited 25.00 Ordinary shares

3 More London Riverside, London, SE1 2AQ, United Kingdom

VodaFamily Ethiopia Holding Company Limited5

29.57 Ordinary shares

Griffin House, 161 Hammersmith Road, London, W6 8BS, United Kingdom

Cable & Wireless Trade Mark Management Limited

50.00 Ordinary A shares, Ordinary B shares

Hive 2, 1530 Arlington Business Park, Theale, Reading, Berkshire, RG7 4SA, United Kingdom

Cornerstone Telecommunications Infrastructure Limited4

40.87 Ordinary shares

Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, United Kingdom

Vodafone Hutchison (Australia) Holdings Limited

50.00 Ordinary shares

Strategic report Governance Financials Other information213 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) Company statement of financial position of Vodafone Group Plc at 31 March

Overview Strategic Report Governance Financials Other information

215 Vodafone Group Plc Annual Report 2022

2022 2021 Note €m €m

Fixed assets Shares in Group undertakings 2 83,406 83,385 Current assets Debtors: amounts falling due after more than one year 3 4,288 3,128 Debtors: amounts falling due within one year 3 172,684 164,149 Other investments 4 698 3,107 Cash at bank and in hand 362 586 178,032 170,970 Creditors: amounts falling due within one year 5 (168,913) (162,761) Net current assets 9,119 8,209 Total assets less current liabilities 92,525 91,594 Creditors: amounts falling due after more than one year 5 (45,818) (47,122) 46,707 44,472 Capital and reserves Called up share capital 6 4,797 4,797 Share premium account 20,384 20,383 Capital redemption reserve 111 111 Other reserves 1,088 2,970 Own shares held (7,413) (6,307) Profit and loss account1 27,740 22,518 Total equity shareholders’ funds 46,707 44,472

Note: 1 The profit for the financial year dealt with in the financial statements of the Company is €5,995 million (2021: €3,863 million).

The Company financial statements on pages 215 to 222 were approved by the Board of Directors and authorised for issue on 17 May 2022 and were signed on its behalf by:

Nick Read Margherita Della Valle Chief Executive Chief Financial Officer

The accompanying notes are an integral part of these financial statements.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

214 Vodafone Group Plc Annual Report 2022 2020

32. Subsidiaries exempt from audit

The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies Act 2006 for the year ended 31 March 2022.

Name Registration number Name Registration number

Bluefish Communications Limited 5142610 Vodafone Enterprise Europe (UK) Limited 3137479 Cable & Wireless Aspac Holdings Limited 4705342 Vodafone Euro Hedging Limited 3954207 Cable & Wireless CIS Services Limited 2964774 Vodafone Euro Hedging Two 4055111 Cable & Wireless Europe Holdings Limited 4659719 Vodafone Europe UK 5798451 Cable & Wireless Global Business Services Limited 3537591 Vodafone European Investments 3961908 Cable & Wireless Global Holding Limited 3740694 Vodafone European Portal Limited 3973442 Cable & Wireless UK Holdings Limited 3840888 Vodafone Finance Luxembourg Limited 5754479 Cable & Wireless Worldwide Limited 7029206 Vodafone Finance Sweden 2139168 Cable & Wireless Worldwide Voice Messaging 1981417 Vodafone Finance UK Limited 3922620 Limited Vodafone Financial Operations 4016558 Cable & Wireless Nominee Limited 3249884 Vodafone Global Content Services Limited 4064873 Energis (Ireland) Limited NI035793 Vodafone Holdings Luxembourg Limited 4200970 Energis Communications Limited 2630471 Vodafone Intermediate Enterprises Limited 3869137 Energis Squared Limited 3037442 Vodafone International Holdings Limited 2797426 General Mobile Corporation Limited 2585763 Vodafone International Operations Limited 2797438 London Hydraulic Power Company (The) ZC000055 Vodafone Investment UK 5798385 MetroHoldings Limited 3511122 Vodafone Investments Limited 1530514 ML Integration Group Limited 3252903 Vodafone IP Licensing Limited 6846238 Talkland International Limited 2354106 Vodafone Marketing UK 6858585 The Eastern Leasing Company Limited 1672832 Vodafone Mobile Communications Limited 3942221 Thus Group Holdings Limited SC192666 Vodafone Mobile Enterprises Limited 3961390 Thus Group Limited SC226738 Vodafone Mobile Network Limited 3961482 Voda Limited 1847509 Vodafone Nominees Limited 1172051 Vodafone 2. 4083193 Vodafone Oceania Limited 3973427 Vodafone 4 UK 6357658 Vodafone Overseas Finance Limited 4171115 Vodafone 5 Limited 6688527 Vodafone Overseas Holdings Limited 2809758 Vodafone 5 UK 2960479 Vodafone Panafon UK 6326918 Vodafone 6 UK 8809444 Vodafone Property Investments Limited 3903420 Vodafone Americas 4 6389457 Vodafone UK Limited 2227940 Vodafone Benelux Limited 4200960 Vodafone Worldwide Holdings Limited 3294074 Vodafone Cellular Limited 896318 Vodafone Yen Finance Limited 4373166 Vodafone Consolidated Holdings Limited 5754561 Vodaphone Limited 2373469 Vodafone Corporate Secretaries Limited 2357692 Vodata Limited 2502373 Vodafone Enterprise Corporate Secretaries Limited 2303594 Your Communications Group Limited 4171876 Vodafone Enterprise Equipment Limited 1648524

Strategic report Governance Financials Other information214 Vodafone Group Plc Annual Report 2022

Notes to the consolidated financial statements (continued) Company statement of financial position of Vodafone Group Plc at 31 March

Overview Strategic Report Governance Financials Other information

215 Vodafone Group Plc Annual Report 2022

2022 2021 Note €m €m

Note: 1 The profit for the financial year dealt with in the financial statements of the Company is €5,995 million (2021: €3,863 million).

The Company financial statements on pages 215 to 222 were approved by the Board of Directors and authorised for issue on 17 May 2022 and were signed on its behalf by:

Nick Read Margherita Della Valle Chief Executive Chief Financial Officer

The accompanying notes are an integral part of these financial statements.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

214 Vodafone Group Plc Annual Report 2022 2020

32. Subsidiaries exempt from audit

The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies Act 2006 for the year ended 31 March 2022.

Name Registration number Name Registration number

Strategic report Governance Financials Other information214 Vodafone Group Plc Annual Report 2022

Company statement of financial position of Vodafone Group Plc at 31 March

Overview Strategic Report Governance Financials Other information

215 Vodafone Group Plc Annual Report 2022

2022 2021 Note €m €m

Note: 1 The profit for the financial year dealt with in the financial statements of the Company is €5,995 million (2021: €3,863 million).

The Company financial statements on pages 215 to 222 were approved by the Board of Directors and authorised for issue on 17 May 2022 and were signed on its behalf by:

Nick Read Margherita Della Valle Chief Executive Chief Financial Officer

The accompanying notes are an integral part of these financial statements.

NNootteess ttoo tthhee ccoonnssoolliiddaatteedd ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

214 Vodafone Group Plc Annual Report 2022 2020

32. Subsidiaries exempt from audit

The following UK subsidiaries will take advantage of the audit exemption set out within section 479A of the Companies Act 2006 for the year ended 31 March 2022.

Name Registration number Name Registration number

Strategic report Governance Financials Other information215 Vodafone Group Plc Annual Report 2022

Company statement of changes in equity of Vodafone Group Plc For the years ended 31 March

216 Vodafone Group Plc Annual Report 2022 2020

Called up share

capital Share premium

account1

Capital redemption

reserve1 Other reserves1 Reserve for

own shares2 Profit and loss

account3

Total equity shareholders’

funds €m €m €m €m €m €m €m

1 April 2020 4,797 20,382 111 4,865 (7,937) 24,844 47,062 Issue or re-issue of shares4 – 1 – (1,944) 2,033 – 90 Profit for the financial year – – – – – 3,863 3,863

Dividends – – – – – (2,412) (2,412) Capital contribution given relating to share-based payments5 – – – 136 – – 136 Contribution received relating to share-based payments – – – (87) – – (87) Repurchase of treasury shares6 – – – – (403) – (403) Other movements7 – – – – – (3,777) (3,777) 31 March 2021 4,797 20,383 111 2,970 (6,307) 22,518 44,472 Issue or re-issue of shares4 – 1 – (1,903) 2,000 – 98

Profit for the financial year – – – – – 5,995 5,995 Dividends – – – – – (2,483) (2,483) Capital contribution given relating to share-based payments5 – – – 119 – – 119 Contribution received relating to share-based payments – – – (98) – – (98) Repurchase of treasury shares6 – – – – (3,106) – (3,106) Other movements7 – – – – – 1,710 1,710 31 March 2022 4,797 20,384 111 1,088 (7,413) 27,740 46,707

Notes: 1 These reserves are not distributable. 2 Own shares relate to treasury shares which are purchased out of distributable profits and therefore reduce reserves available for distribution. 3 The Company has determined what amounts within this reserve are distributable and non-distributable in accordance with the guidance provided by ICAEW TECH 02/17BL and the requirements of UK

law. In accordance with UK Companies Act 2006 s831(2), a public company may make a distribution only if, after giving effect to such distribution, the amount of its net assets is not less than the aggregate of its’ called up share capital and non-distributable reserves.

4 Movements include the re-issue of 1,427 million shares (€1,944 million) in March 2021 to satisfy the first tranche and includes the re-issue of 1,519 million shares (€1,903 million) in March 2022 to satisfy the second tranche of the Mandatory Convertible Bond issued in March 2019.

5 Includes €nil tax credit (2021: €1 million). 6 Represents the irrevocable and non-discretionary share buyback programmes announced on 19 May 2021, 23 July 2021, 17 November 2021 and 9 March 2022 (2021: Announced on 19 March 2021). 7 Includes the impact of the Company’s cash flow hedges with €3,632 million net gain deferred to other comprehensive income during the year (2021: €5,892 million net loss), €1,419 million net gain

(2021: €1,226 million net loss) recycled to the income statement, and a tax charge of €501 million (2021: credit of €886 million). These hedges primarily relate to foreign exchange exposure on fixed borrowings, with any foreign exchange on nominal balances directly impacting income statement in each period but interest cash flows unwinding to the income statement over the life of the hedges (up to 2059). See note 22 ‘Capital and financial risk management’ to the consolidated financial statements for further details.

Strategic report Governance Financials Other information216 Vodafone Group Plc Annual Report 2022

Company statement of changes in equity of Vodafone Group Plc For the years ended 31 March

216 Vodafone Group Plc Annual Report 2022 2020

Called up share

capital Share premium

account1

Capital redemption

reserve1 Other reserves1 Reserve for

own shares2 Profit and loss

account3

Total equity shareholders’

funds €m €m €m €m €m €m €m

1 April 2020 4,797 20,382 111 4,865 (7,937) 24,844 47,062 Issue or re-issue of shares4 – 1 – (1,944) 2,033 – 90 Profit for the financial year – – – – – 3,863 3,863

Strategic report Governance Financials Other information216 Vodafone Group Plc Annual Report 2022

NNootteess ttoo tthhee CCoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss

Overview Strategic Report Governance Financials Other information

217 Vodafone Group Plc Annual Report 2022

1. Basis of preparation

The separate financial statements of the Company are drawn up in accordance with the Companies Act 2006 and Financial Reporting Standard 101 ‘Reduced disclosure framework’, (‘FRS 101’). The Company will continue to prepare its financial statements in accordance with FRS 101 on an ongoing basis until such time as it notifies shareholders of any change to its chosen accounting framework.

The Company financial statements have been prepared using the historical cost convention, as modified by the revaluation of certain financial assets and financial liabilities and in accordance with the UK Companies Act 2006. The financial statements have been prepared on a going concern basis.

The following exemptions available under FRS 101 have been applied:

− Paragraphs 45(b) and 46 to 52 of IFRS 2, ‘Shared-based payment’ (details of the number and weighted-average exercise prices of share options, and how the fair value of goods or services received was determined);

− IFRS 7 ‘Financial Instruments: Disclosures’;

− Paragraph 91 to 99 of IFRS 13, ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities);

− Paragraph 38 of IAS 1 ‘Presentation of financial statements’ comparative information requirements in respect of paragraph 79(a)(iv) of IAS 1;

− The following paragraphs of IAS 1 ‘Presentation of financial statements’:

− 10(d) (statement of cash flows);

− 16 (statement of compliance with all IFRS);

− 38A (requirement for minimum of two primary statements, including cash flow statements);

− 38B-D (additional comparative information);

− 40A-D (requirements for a third statement of financial position);

− 111 (cash flow statement information); and

− 134-136 (capital management disclosures).

− IAS 7 ‘Statement of cash flows’;

− Paragraph 30 and 31 of IAS 8 ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective);

− The requirements in IAS 24 ‘Related party disclosures’ to disclose related party transactions entered into between two or more members of a group;

− The requirements in IAS 36 ‘Impairment of asset’ to disclose valuation technique and assumptions used in determining recoverable amount.

As permitted by section 408(3) of the Companies Act 2006, the income statement 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.

Critical accounting judgements and key sources of estimation uncertainty The preparation of Company financial statements in conformity with FRS 101 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. Management regularly reviews the accounting judgements that significantly impact the amounts recognised in the financial statements and the estimates that are considered to be ‘critical estimates’ due to their potential to give rise to material adjustments in the Company’s financial statements in the year ending 31 March 2022.

A source of estimation uncertainty for the Company relates to the review for impairment of investment carrying values and the estimates used when determining the recoverable value of the investment. However, there is not considered to be a significant risk of material adjustment from revisions to these assumptions within the next financial year (see note 2 ‘Fixed assets’).

Significant accounting policies applied in the current reporting period that relate to the financial statements as a whole Foreign currencies Transactions in foreign currencies are initially recorded at the functional rate of currency prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the Company’s functional currency at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates. Non-monetary items 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 income statement for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the income statement for the period.

Borrowing costs All borrowing costs are recognised in the income statement in the period in which they are incurred.

Company statement of changes in equity of Vodafone Group Plc For the years ended 31 March

216 Vodafone Group Plc Annual Report 2022 2020

Called up share

capital Share premium

account1

Capital redemption

reserve1 Other reserves1 Reserve for

own shares2 Profit and loss

account3

Total equity shareholders’

funds €m €m €m €m €m €m €m

1 April 2020 4,797 20,382 111 4,865 (7,937) 24,844 47,062 Issue or re-issue of shares4 – 1 – (1,944) 2,033 – 90 Profit for the financial year – – – – – 3,863 3,863

Notes to the Company financial statements

Strategic report Governance Financials Other information217 Vodafone Group Plc Annual Report 2022

Notes to the Company financial statements (continued) NNootteess ttoo tthhee CCoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

218 Vodafone Group Plc Annual Report 2022 2020

1. Basis of preparation (continued)

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 reporting period date.

Deferred tax is provided in full on temporary differences that exist at the reporting period 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 temporary differences are expected to reverse, based on the tax rates and laws that are enacted or substantively enacted at the reporting period date. Temporary 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 statement of financial position 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.

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 which it manages using derivative financial instruments.

The use of derivative financial instruments is governed by the Group’s policies approved by the Board of Directors, which provide written principles on the use of derivative financial instruments consistent with the Group’s risk management strategy. Changes in values of all derivative financial instruments are included within the income statement unless designated in an effective cash flow hedge relationship when changes in value are deferred to other comprehensive income or equity respectively. The Company 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 remeasured 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’) or hedges of highly probable forecast transactions or hedges of foreign currency or interest rate risks of firm commitments (‘cash flow hedges’). Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised or no longer qualifies for hedge accounting.

Fair value hedges The Company’s policy is to use derivative financial 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 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. Gains and losses relating to any ineffective portion are recognised immediately in the income statement.

Cash flow hedges Cash flow hedging is used by the Company to hedge certain exposures to variability in future cash flows. The portion of gains or losses relating to changes in the fair value of derivatives that are designated and qualify as effective cash flow hedges is recognised in other comprehensive income; gains or losses relating to any ineffective portion are recognised immediately in the income statement. However, when the hedged transaction results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously recognised in other comprehensive income and accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non- financial asset or non-financial liability. When the hedged item is recognised in the income statement, amounts previously recognised in other comprehensive income and accumulated in equity for the hedging instrument are reclassified to the income statement. When hedge accounting is discontinued, any gain or loss recognised in other comprehensive income at that time remains in equity and is recognised in the income statement when the hedged transaction is ultimately recognised in the income statement. If a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in the income statement.

New accounting pronouncements To the extent applicable the Company will adopt new accounting policies as set out in note 1 ‘Basis of preparation’ in the consolidated financial statements.

Strategic report Governance Financials Other information218 Vodafone Group Plc Annual Report 2022

Notes to the Company financial statements (continued) NNootteess ttoo tthhee CCoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

218 Vodafone Group Plc Annual Report 2022 2020

1. Basis of preparation (continued)

New accounting pronouncements To the extent applicable the Company will adopt new accounting policies as set out in note 1 ‘Basis of preparation’ in the consolidated financial statements.

Strategic report Governance Financials Other information218 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

219 Vodafone Group Plc Annual Report 2022

2. Fixed assets

Accounting policies Shares in Group undertakings are stated at cost less any provision for impairment and capital related to share-based payments. Contributions in respect of share-based payments are recognised in line with the policy set out in note 7 ‘Share-based payments’.

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 income statement.

Where there has been a change in the estimates used to determine recoverable amount and an impairment loss subsequently reverses, the carrying amount of the 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 cash-generating unit in prior years and an impairment loss reversal is recognised immediately in the income statement.

The Company applies the same methodology and assumptions used by the Group for goodwill impairment testing purposes, as set out in note 4 ‘Impairment losses’ to the consolidated financial statements. For the purposes of the Company’s own impairment assessment, the Group’s operations are considered to be a single cash generating unit (‘CGU’) held within the Company’s principal subsidiary, Vodafone European Investments. The pooling of the Company’s interests within a single CGU significantly reduces the risk that movements in individual assumptions used during the goodwill impairment testing will impact the result of the investment impairment assessment. Whilst the underlying assumptions used are a source of estimation uncertainty, they do not give rise to a significant risk of adjustment within the next financial year.

Shares in Group undertakings 2022 2021 €m €m

Cost 1 April 84,313 84,264 Capital contributions arising from share-based payments 119 136 Contributions received in relation to share-based payments (98) (87) 31 March 84,334 84,313

Amounts provided for 1 April 928 798 Impairment losses – 130 31 March 928 928

Net book value 31 March 83,406 83,385

At 31 March 2022 the Company had the following principal subsidiary:

Name Principal activity Country of incorporation Percentage shareholding

Vodafone European Investments Holding Company England 100

Details of direct and indirect related undertakings are set out in note 31 ‘Related undertakings’ to the consolidated financial statements.

NNootteess ttoo tthhee CCoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

218 Vodafone Group Plc Annual Report 2022 2020

1. Basis of preparation (continued)

New accounting pronouncements To the extent applicable the Company will adopt new accounting policies as set out in note 1 ‘Basis of preparation’ in the consolidated financial statements.

Strategic report Governance Financials Other information219 Vodafone Group Plc Annual Report 2022

NNootteess ttoo tthhee CCoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

220 Vodafone Group Plc Annual Report 2022 2020

3. Debtors

Accounting policies Amounts owed by subsidiaries are classified and recorded at amortised cost and reduced by allowances for expected credit losses. Estimated future credit losses are first recorded on initial recognition of a receivable and are based on estimated probability of default. Individual balances are written off when management deems them not to be collectible. Derivative financial instruments are measured at fair value through profit and loss.

2022 2021 €m €m

Amounts falling due within one year Amounts owed by subsidiaries1 172,039 163,667 Taxation recoverable 219 194 Other debtors 10 14 Derivative financial instruments 416 274 172,684 164,149 Amounts falling due after more than one year Deferred tax – 164 Derivative financial instruments 4,288 2,964

4,288 3,128 Notes: 1 Amounts owned by subsidiaries are unsecured, have no fixed date of repayment and are repayable on demand with sufficient liquidity in the group to flow funds if required. Therefore expected credit

losses are considered to be immaterial. 2 Primarily relates to amounts owed by group companies due to group relief.

4. Other Investments

Accounting policies Investments are classified and measured at amortised cost using the effective interest rate method, less any impairment.

2022 2021 €m €m

Collateral 698 3,107

5. Creditors

Accounting policies

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 designated fair value hedge relationship. Any difference between the proceeds net of transaction costs and the amount due on settlement or redemption of borrowings is recognised over the term of the borrowing. 2022 2021 €m €m

Amounts falling due within one year Bonds 1,875 2,251 Bank loans 3 – Collateral liabilities 2,914 962 Other borrowings 6 36 Bank borrowings secured against Indian assets 1,382 862 Amounts owed to subsidiaries1 161,114 158,017 Derivative financial instruments 141 109 Other creditors 20 92 Accruals and deferred income2 1,458 432 168,913 162,761 Amounts falling due after more than one year Deferred tax 338 – Bonds 43,967 42,447 Bank loans 2 350 Bank borrowings secured against Indian assets – 385 Derivative financial instruments 1,511 3,940 45,818 47,122

Notes: 1 Amounts owed to subsidiaries are unsecured, have no fixed date of repayment and are repayable on demand. 2 Includes €1,434 million (2021: €339 million) payable in relation to the irrevocable and non-discretionary share buyback programme announced in March 2022 (2021: announced March 2021).

Notes to the Company financial statements (continued)

Strategic report Governance Financials Other information220 Vodafone Group Plc Annual Report 2022

NNootteess ttoo tthhee CCoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

220 Vodafone Group Plc Annual Report 2022 2020

3. Debtors

2022 2021 €m €m

losses are considered to be immaterial. 2 Primarily relates to amounts owed by group companies due to group relief.

4. Other Investments

Accounting policies Investments are classified and measured at amortised cost using the effective interest rate method, less any impairment.

2022 2021 €m €m

Collateral 698 3,107

5. Creditors

Accounting policies

Notes to the Company financial statements (continued)

Strategic report Governance Financials Other information220 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

221 Vodafone Group Plc Annual Report 2022

Included in amounts falling due after more than one year are bonds of €29,206 million (2021: €30,337) which are due in more than five years from 1 April 2022 and are payable otherwise than by instalments. Interest payable on these bonds ranges from 0.5% to 7.875% (2021: 0.0% to 7.875%).

6. Called up share capital

Accounting policies Equity instruments issued by the Company are recorded at the amount of the proceeds received, net of direct issuance costs.

2022 2021 Number €m Number €m

Ordinary shares of 20 20⁄21 US cents each allotted, issued and fully paid:1,2,3 1 April 28,816,835,778 4,797 28,815,914,978 4,797 Allotted during the year 792,090 – 920,800 – 31 March 28,817,627,868 4,797 28,816,835,778 4,797 Notes: 1 At 31 March 2022 there were 50,000 (2021: 50,000) 7% cumulative fixed rate shares of £1 each in issue. 2 At 31 March 2022 the Group held 447,576,522 (2021: 592,642,309) treasury shares with a nominal value of €75 million (2021: €99 million). The market value of shares held was €661 million

7. Share-based payments

Accounting policies The Group operates a number of equity-settled share-based payment plans for the employees of subsidiaries using the Company’s equity instruments. The fair value of the compensation given in respect of these share-based payment plans is recognised as a capital contribution to the Company’s subsidiaries over the vesting period. The capital contribution is reduced by any payments received from subsidiaries in respect of these 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 subsidiaries.

At 31 March 2022, the Company had 61 million ordinary share options outstanding (2021: 62 million).

The Company has made capital contributions to its subsidiaries in relation to share-based payments. At 31 March 2022, the cumulative capital contribution net of payments received from subsidiaries was €239 million (2021: €218 million). During the year ended 31 March 2022, the total capital contribution arising from share-based payments was €119 million (2021: €136 million), with payments of €98 million (2021: €87 million) received from subsidiaries.

Full details of share-based payments, share option schemes and share plans are disclosed in note 26 ‘Share-based payments’ to the consolidated financial statements.

8. Reserves

The Board is responsible for the Group’s capital management including the approval of dividends. This includes an assessment of both the level of reserves legally available for distribution and consideration as to whether the Company would be solvent and retain sufficient liquidity following any proposed distribution.

As Vodafone Group Plc is a Group holding company with no direct operations, its ability to make shareholder distributions is dependent on its ability to receive funds for such purposes from its subsidiaries in a manner which creates profits available for distribution for the Company. The major factors that impact the ability of the Company to access profits held in subsidiary companies at an appropriate level to fulfil its needs for distributable reserves on an ongoing basis include:

− the absolute size of the profit pools either currently available for distribution or capable of realisation into distributable reserves in the relevant entities;

− the location of these entities in the Group’s corporate structure;

− profit and cash flow generation in those entities; and

− the risk of adverse changes in business valuations giving rise to investment impairment charges, reducing profits available for distribution.

The Group’s consolidated reserves set out on page 131 do not reflect the profits available for distribution in the Group.

NNootteess ttoo tthhee CCoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

220 Vodafone Group Plc Annual Report 2022 2020

3. Debtors

2022 2021 €m €m

losses are considered to be immaterial. 2 Primarily relates to amounts owed by group companies due to group relief.

4. Other Investments

Accounting policies Investments are classified and measured at amortised cost using the effective interest rate method, less any impairment.

2022 2021 €m €m

Collateral 698 3,107

5. Creditors

Accounting policies

Strategic report Governance Financials Other information221 Vodafone Group Plc Annual Report 2022

NNootteess ttoo tthhee CCoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

222 Vodafone Group Plc Annual Report 2022 2020

9. Equity dividends

Accounting policies 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.

2022 2021 €m €m

Declared during the financial year

Final dividend for the year ended 31 March 2021: 4.50 eurocents per share (2020: 4.50 eurocents per share) 1,254 1,205

Interim dividend for the year ended 31 March 2022: 4.50 eurocents per share (2021: 4.50 eurocents per share) 1,229 1,207 2,483 2,412 Proposed after the balance sheet date and not recognised as a liability

Final dividend for the year ended 31 March 2022: 4.50 eurocents per share (2021: 4.50 eurocents per share) 1,265 1,260

10. Contingent liabilities and legal proceedings 2022 2021 €m €m

Other guarantees 3,427 3,340

Other guarantees and contingent liabilities Other guarantees principally comprise the Company’s guarantee of the Group’s 50% share of a US$3.5 billion loan facility (2021: US$3.5 billion loan facility), which forms part of the Group’s overall joint venture investment in TPG Telecom Limited and the guarantee of €1.8 billion (2021: €1.8 billion) of subsidiary spectrum payments.

The Company will guarantee the debts and liabilities of certain of its UK subsidiaries at the balance sheet date in accordance with section 479C of the Companies Act 2006. The Company has assessed the probability of loss under these guarantees as remote.

As detailed in note 25 ‘Post employment benefits’ to the consolidated financial statements, the Company is the sponsor of the Group’s main defined benefit scheme in the UK, being the Vodafone Group UK Pension Scheme (‘Vodafone UK plan’). The results, assets and liabilities associated with the Vodafone UK plan are recognised in the financial statements of Vodafone Limited and Vodafone Group Services Limited.

As detailed in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements, the Company has covenanted to provide security on the Group’s performance bonds and also in favour of the trustee of the Vodafone Group UK Pension Scheme and the Trustees of THUS Plc Group Scheme.

Legal proceedings Details regarding certain legal actions which involve the Company are set out in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.

11. Other matters

The auditor’s remuneration for the current year in respect of audit and audit-related services was €4 million (2021: €3 million) and for non-audit services was €nil (2021: €nil).

The Company had two (2021: two) employees throughout the year, being the executive directors. They are remunerated by the Company 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 the ‘Annual Report on Remuneration’ on pages 99 to 112 and Note 23 ‘Directors and key management compensation’ on page 191 of the consolidated financial statements.

Notes to the Company financial statements (continued)

Strategic report Governance Financials Other information222 Vodafone Group Plc Annual Report 2022

NNootteess ttoo tthhee CCoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

222 Vodafone Group Plc Annual Report 2022 2020

9. Equity dividends

2022 2021 €m €m

Declared during the financial year

Final dividend for the year ended 31 March 2021: 4.50 eurocents per share (2020: 4.50 eurocents per share) 1,254 1,205

Final dividend for the year ended 31 March 2022: 4.50 eurocents per share (2021: 4.50 eurocents per share) 1,265 1,260

10. Contingent liabilities and legal proceedings 2022 2021 €m €m

Other guarantees 3,427 3,340

Legal proceedings Details regarding certain legal actions which involve the Company are set out in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.

11. Other matters

The auditor’s remuneration for the current year in respect of audit and audit-related services was €4 million (2021: €3 million) and for non-audit services was €nil (2021: €nil).

Notes to the Company financial statements (continued)

Strategic report Governance Financials Other information222 Vodafone Group Plc Annual Report 2022

NNoonn--GGAAAAPP mmeeaassuurreess Unaudited information

Overview Strategic Report Governance Financials Other information

223 Vodafone Group Plc Annual Report 2022

In the discussion of the Group’s reported operating results, non-GAAP measures are presented to provide readers with additional financial information that is regularly reviewed by management. 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 a measure defined under GAAP. Such measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure.

The non-GAAP measures discussed in this document are listed below.

Non-GAAP measure Defined on page Closest equivalent GAAP measure Reconciled on page Performance metrics Adjusted EBITDAaL Previously referred to as Adjusted EBITDA in prior years. The metrics have the same definition.

Page 224 Operating profit Page 227

Organic Adjusted EBITDAaL growth Page 224 Not applicable Not applicable Organic percentage point change in Adjusted EBITDAaL margin

Page 224 Not applicable Not applicable

Organic revenue growth Page 224 Revenue Pages 225 and 226 Organic service revenue growth Page 224 Service revenue Pages 225 and 226

Organic mobile service revenue growth Page 224 Service revenue Pages 225 and 226 Organic fixed service revenue growth Page 224 Service revenue Pages 225 and 226 Organic Vodafone Business service revenue growth

Page 224 Service revenue Pages 225 and 226

Organic financial services revenue growth in South Africa

Page 224 Service revenue Pages 225 and 226

Organic retail service revenue growth in Germany

Page 224 Service revenue Pages 225 and 226

Other metrics

Adjusted profit attributable to owners of the parent

Page 227 Profit attributable to owners of the parent Page 227

Adjusted basic earnings per share Page 227 Basic earnings per share Page 228 Cash flow, funding and capital allocation metrics

Free cash flow Page 228 Inflow from operating activities Page 229 Adjusted free cash flow Previously referred to as Free cash flow (pre spectrum, restructuring and integration costs) but now excludes Vantage Towers growth capital expenditure.

Page 228 Inflow from operating activities Pages 31 and 229

Gross debt Page 228 Borrowings Page 229 Net debt Page 228 Borrowings less cash and cash equivalents Page 229 Pre-tax ROCE (controlled) Page 230 ROCE calculated using GAAP measures Pages 230 and 231 Post-tax ROCE (controlled and associates/joint ventures)

Page 230 ROCE calculated using GAAP measures Pages 230 and 231

Financing and Taxation metrics

Adjusted net financing costs Page 232 Net financing costs Page 30 Adjusted profit before taxation Page 232 Profit before taxation Page 232 Adjusted income tax expense Page 232 Income tax expense Page 232

Adjusted effective tax rate Page 232 Income tax expense Page 232 Adjusted share of results of equity accounted associates and joint ventures

Page 232 Share of results of equity accounted associates and joint ventures

Page 233

Adjusted share of results of equity accounted associates and joint ventures used in post-tax ROCE Page 232

Share of results of equity accounted associates and joint ventures Page 233

NNootteess ttoo tthhee CCoommppaannyy ffiinnaanncciiaall ssttaatteemmeennttss ((ccoonnttiinnuueedd))

222 Vodafone Group Plc Annual Report 2022 2020

9. Equity dividends

2022 2021 €m €m

Declared during the financial year

Final dividend for the year ended 31 March 2021: 4.50 eurocents per share (2020: 4.50 eurocents per share) 1,254 1,205

Final dividend for the year ended 31 March 2022: 4.50 eurocents per share (2021: 4.50 eurocents per share) 1,265 1,260

10. Contingent liabilities and legal proceedings 2022 2021 €m €m

Other guarantees 3,427 3,340

Legal proceedings Details regarding certain legal actions which involve the Company are set out in note 29 ‘Contingent liabilities and legal proceedings’ to the consolidated financial statements.

11. Other matters

The auditor’s remuneration for the current year in respect of audit and audit-related services was €4 million (2021: €3 million) and for non-audit services was €nil (2021: €nil).

Non-GAAP measures

Unaudited information

Strategic report Governance Financials Other information223 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

225 Vodafone Group Plc Annual Report 2022

Reported M&A and Foreign Organic FY22 FY21 growth Other exchange growth* €m €m % pps pps %

Year ended 31 March 2022 Service revenue Germany 11,616 11,520 0.8 0.3 – 1.1 Mobile service revenue 5,124 5,056 1.3 0.5 – 1.8 Fixed service revenue 6,492 6,464 0.4 0.1 – 0.5 Italy 4,379 4,458 (1.8) 0.0 – (1.8) Mobile service revenue 3,141 3,244 (3.2) – – (3.2) Fixed service revenue 1,238 1,214 2.0 – – 2.0 UK 5,154 4,848 6.3 – (5.0) 1.3 Mobile service revenue 3,697 3,428 7.8 – (5.0) 2.8 Fixed service revenue 1,457 1,420 2.6 – (4.9) (2.3) Spain 3,714 3,788 (2.0) – – (2.0) Other Europe 5,001 4,859 2.9 0.7 (0.6) 3.0 Vodacom 4,635 4,083 13.5 – (8.9) 4.6 Other Markets 3,420 3,312 3.3 – 16.1 19.4 Vantage Towers – – – – – – Common Functions 522 470 Eliminations (238) (197) Total service revenue 38,203 37,141 2.9 0.2 (0.5) 2.6 Other revenue 7,377 6,668 Revenue 45,580 43,809 4.0 0.0 (0.5) 3.5 Other growth metrics Vodafone Business - Service revenue 10,316 10,076 2.4 (0.4) (1.2) 0.8 South Africa - Financial services revenue 155 125 24.0 - (11.6) 12.4 Germany - Retail service revenue 11,348 11,201 1.3 0.3 - 1.6 Adjusted EBITDAaL Germany 5,669 5,634 0.6 5.9 – 6.5 Italy 1,699 1,597 6.4 – – 6.4 UK 1,395 1,367 2.0 6.0 (4.7) 3.3 Spain 957 1,044 (8.3) 7.2 – (1.1) Other Europe 1,606 1,760 (8.8) 10.8 (0.6) 1.4 Vodacom 2,125 1,873 13.5 – (10.1) 3.4 Other Markets 1,335 1,228 8.7 – 14.3 23.0 Vantage Towers 619 – – – – – Common Functions1 (197) (117) Group 15,208 14,386 5.7 0.1 (0.8) 5.0 Percentage point change in Adjusted EBITDAaL margin Germany 43.2% 43.4% (0.2) 2.3 – 2.1 Italy 33.8% 31.9% 1.9 – – 1.9 UK 21.2% 22.2% (1.0) 1.3 – 0.3 Spain 22.9% 25.1% (2.2) 1.9 – (0.3) Other Europe 28.4% 31.7% (3.3) 3.2 (0.1) (0.2) Vodacom 35.5% 36.2% (0.7) – (0.3) (1.0) Other Markets 34.9% 32.6% 2.3 – (1.2) 1.1 Vantage Towers 49.4% – – – – – Group 33.4% 32.8% 0.6 – (0.1) 0.5

Note: 1 Common Functions Adjusted EBITDAaL includes a non-recurring charge in relation to the impairment of prior year receivables.

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

224

Vodafone Group Plc Annual Report 2022

Performance metrics

Non-GAAP measure Purpose Definition Adjusted EBITDAaL Adjusted EBITDAaL is used in conjunction with

financial measures such as operating profit to assess our operating performance and profitability.

Adjusted EBITDAaL is operating profit after depreciation on lease-related right of use assets and interest on leases but excluding depreciation, amortisation and gains/losses on disposal of owned assets and excluding share of results of equity accounted associates and joint ventures, impairment losses, restructuring costs arising from discrete restructuring plans, other income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group.

It is a key external metric used by the investor community to assess performance of our operations.

It is our segment performance measure in accordance with IFRS 8 (Operating Segments).

Adjusted EBITDAaL margin is Adjusted EBITDAaL divided by Revenue.

Organic growth All amounts marked with an ‘*’ in this document represent organic growth which presents performance on a comparable basis, excluding the impact of foreign exchange rates, mergers and acquisitions and other adjustments to improve the comparability of results between periods. When calculating organic growth, the FY21 results for Vantage Towers and relevant operating entities have been adjusted to reflect a full year of operation on a pro forma basis in order to be comparable to FY22.

Organic growth is calculated for revenue and profitability metrics, as follows:

− Adjusted EBITDAaL;

− Percentage point change in Adjusted EBITDAaL margin;

− Revenue;

− Service revenue;

− Mobile service revenue;

− Fixed service revenue;

− Vodafone Business service revenue;

− Financial services revenue in South Africa; and

− Retail service revenue in Germany.

Whilst organic growth is not intended to be a substitute for reported growth, nor is it superior to reported growth, we believe that the measure provides useful and necessary information to investors and other interested parties for the following reasons:

− It provides additional information on underlying growth of the business without the effect of certain factors unrelated to its operating performance;

− It is used for internal performance analysis; and

− It facilitates comparability of underlying growth with other companies (although the term ‘organic’ is not a defined term under GAAP and may not, therefore, be comparable with similarly titled measures reported by other companies).

We have not provided a comparative in respect of organic growth rates as the current rates describe the change between the beginning and end of the current period, with such changes being explained by the commentary in this document. If comparatives were provided, significant sections of the commentary for prior periods would also need to be included, reducing the usefulness and transparency of this document.

Non-GAAP measures (continued)

Unaudited information

Strategic report Governance Financials Other information224 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

225 Vodafone Group Plc Annual Report 2022

Reported M&A and Foreign Organic FY22 FY21 growth Other exchange growth* €m €m % pps pps %

Note: 1 Common Functions Adjusted EBITDAaL includes a non-recurring charge in relation to the impairment of prior year receivables.

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

224

Vodafone Group Plc Annual Report 2022

Performance metrics

Non-GAAP measure Purpose Definition Adjusted EBITDAaL Adjusted EBITDAaL is used in conjunction with

financial measures such as operating profit to assess our operating performance and profitability.

It is a key external metric used by the investor community to assess performance of our operations.

It is our segment performance measure in accordance with IFRS 8 (Operating Segments).

Adjusted EBITDAaL margin is Adjusted EBITDAaL divided by Revenue.

Organic growth is calculated for revenue and profitability metrics, as follows:

− Adjusted EBITDAaL;

− Percentage point change in Adjusted EBITDAaL margin;

− Revenue;

− Service revenue;

− Mobile service revenue;

− Fixed service revenue;

− Vodafone Business service revenue;

− Financial services revenue in South Africa; and

− Retail service revenue in Germany.

− It provides additional information on underlying growth of the business without the effect of certain factors unrelated to its operating performance;

− It is used for internal performance analysis; and

Non-GAAP measures (continued)

Unaudited information

Strategic report Governance Financials Other information224 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

225 Vodafone Group Plc Annual Report 2022

Reported M&A and Foreign Organic FY22 FY21 growth Other exchange growth* €m €m % pps pps %

Note: 1 Common Functions Adjusted EBITDAaL includes a non-recurring charge in relation to the impairment of prior year receivables.

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

224

Vodafone Group Plc Annual Report 2022

Performance metrics

Non-GAAP measure Purpose Definition Adjusted EBITDAaL Adjusted EBITDAaL is used in conjunction with

financial measures such as operating profit to assess our operating performance and profitability.

It is a key external metric used by the investor community to assess performance of our operations.

It is our segment performance measure in accordance with IFRS 8 (Operating Segments).

Adjusted EBITDAaL margin is Adjusted EBITDAaL divided by Revenue.

Organic growth is calculated for revenue and profitability metrics, as follows:

− Adjusted EBITDAaL;

− Percentage point change in Adjusted EBITDAaL margin;

− Revenue;

− Service revenue;

− Mobile service revenue;

− Fixed service revenue;

− Vodafone Business service revenue;

− Financial services revenue in South Africa; and

− Retail service revenue in Germany.

− It provides additional information on underlying growth of the business without the effect of certain factors unrelated to its operating performance;

− It is used for internal performance analysis; and

Strategic report Governance Financials Other information225 Vodafone Group Plc Annual Report 2022

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

226

Vodafone Group Plc Annual Report 2022

Reported M&A and Foreign Organic Q4 FY22 Q4 FY21 growth Other exchange growth*

€m €m % pps pps %

Quarter ended 31 March 2022 Service revenue Germany 2,903 2,885 0.6 0.2 – 0.8 Mobile service revenue 1,282 1,274 0.6 1.8 – 2.4 Fixed service revenue 1,621 1,611 0.6 (1.0) – (0.4) Italy 1,085 1,084 0.1 (0.9) – (0.8) Mobile service revenue 758 788 (3.8) 0.7 – (3.1) Fixed service revenue 327 296 10.5 (5.2) – 5.3 UK 1,341 1,231 8.9 (2.3) (4.6) 2.0 Mobile service revenue 972 880 10.5 – (4.6) 5.9 Fixed service revenue 369 351 5.1 (7.3) (4.8) (7.0) Spain 908 951 (4.5) (0.6) - (5.1) Other Europe 1,242 1,233 0.7 2.6 (0.6) 2.7 Vodacom 1,192 1,078 10.6 (0.1) (7.4) 3.1 Other Markets 801 827 (3.1) (0.1) 23.0 19.8 Vantage Towers – – – – – – Common Functions 134 136 Eliminations (60) (59) Total service revenue 9,546 9,366 1.9 (0.1) 0.2 2.0 Other revenue 1,861 1,815 Revenue 11,407 11,181 2.0 (0.1) 0.2 2.1

Other growth metrics Germany - Retail service revenue 2,841 2,812 1.0 0.2 - 1.2 Reported M&A and Foreign Organic Q3 FY22 Q3 FY21 growth Other exchange growth* €m €m % pps pps %

Quarter ended 31 December 2021 Service revenue Germany 2,936 2,912 0.8 0.3 – 1.1 Mobile service revenue 1,301 1,279 1.7 – – 1.7 Fixed service revenue 1,635 1,633 0.1 0.6 – 0.7 Italy 1,107 1,125 (1.6) 0.3 – (1.3) Mobile service revenue 794 818 (2.9) – – (2.9) Fixed service revenue 313 307 2.0 1.1 – 3.1 UK 1,292 1,216 6.3 1.1 (6.5) 0.9 Mobile service revenue 928 848 9.4 – (6.8) 2.6 Fixed service revenue 364 368 (1.1) 3.5 (5.7) (3.3) Spain 940 957 (1.8) 0.2 – (1.6) Other Europe 1,257 1,215 3.5 0.2 (0.8) 2.9 Vodacom 1,172 1,056 11.0 – (6.6) 4.4 Other Markets 867 806 7.6 – 12.2 19.8 Vantage Towers – – – – – – Common Functions 136 115 Eliminations (60) (45) Total service revenue 9,647 9,357 3.1 0.4 (0.8) 2.7 Other revenue 2,037 1,844 Revenue 11,684 11,201 4.3 0.2 (0.8) 3.7 Other growth metrics South Africa - Financial services revenue 39 33 18.2 – (6.5) 11.7 Germany - Retail service revenue 2,871 2,832 1.4 0.3 – 1.7

Non-GAAP measures (continued)

Unaudited information

Strategic report Governance Financials Other information226 Vodafone Group Plc Annual Report 2022

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

226

Vodafone Group Plc Annual Report 2022

Reported M&A and Foreign Organic Q4 FY22 Q4 FY21 growth Other exchange growth*

€m €m % pps pps %

Other growth metrics Germany - Retail service revenue 2,841 2,812 1.0 0.2 - 1.2 Reported M&A and Foreign Organic Q3 FY22 Q3 FY21 growth Other exchange growth* €m €m % pps pps %

Non-GAAP measures (continued)

Unaudited information

Strategic report Governance Financials Other information226 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

227 Vodafone Group Plc Annual Report 2022

Other metrics

Non-GAAP measure Purpose Definition Adjusted profit attributable to owners of the parent

This metric is used in the calculation of adjusted basic earnings per share.

Adjusted profit attributable to owners of the parent excludes restructuring costs arising from discrete restructuring plans, amortisation of customer bases and brand intangible assets, impairment losses, other income and expense and mark-to-market and foreign exchange movements, together with related tax effects.

Adjusted basic earnings per share

This performance measure is used in discussions with the investor community.

Adjusted basic earnings per share is Adjusted profit attributable to owners of the parent divided by the weighted average number of shares outstanding. This is the same denominator used when calculating basic earnings / (loss) per share.

Adjusted EBITDAaL and Adjusted profit attributable to owners of the parent The table below reconciles Adjusted EBITDAaL and Adjusted profit attributable to owners of the parent to their closest equivalent GAAP measures, being Operating profit and Profit attributable to owners of the parent, respectively.

FY22 FY21

Reported Adjustments Adjusted Reported Adjustments Adjusted

€m €m €m €m €m €m

Adjusted EBITDAaL 15,208 – 15,208 14,386 – 14,386 Restructuring costs (346) 346 – (356) 356 – Interest on lease liabilities 398 – 398 374 – 374 Loss on disposal of property, plant & equipment and intangible assets (28) – (28) (30) – (30) Depreciation and amortisation on owned assets1 (9,858) 509 (9,349) (10,187) 488 (9,699) Share of results of equity accounted associates and joint ventures2 211 250 461 342 90 432 Other income 79 (79) – 568 (568) – Operating profit 5,664 1,026 6,690 5,097 366 5,463 Investment income 254 – 254 330 – 330

Financing costs (1,964) 28 (1,936) (1,027) (1,068) (2,095) Profit before taxation 3,954 1,054 5,008 4,400 (702) 3,698 Income tax expense (1,330) 61 (1,269) (3,864) 2,985 (879) Profit for the financial year 2,624 1,115 3,739 536 2,283 2,819

Profit attributable to: - Owners of the parent 2,088 1,111 3,199 112 2,278 2,390 - Non-controlled interests 536 4 540 424 5 429 Profit for the financial year 2,624 1,115 3,739 536 2,283 2,819

Notes: 1 Reported depreciation and amortisation excludes depreciation on leased assets and loss on disposal of leased assets included within Adjusted EBITDAaL. Refer to Additional Information on page

233 for an analysis of depreciation and amortisation. The adjustments of €509 million (FY21: €488 million) relate to amortisation of customer bases and brand intangible assets. 2 Refer to page 233 for a breakdown of the adjustments to Share of results of equity accounted associates and joint ventures to derive Adjusted share of results of equity accounted associates and

joint ventures.

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

226

Vodafone Group Plc Annual Report 2022

Reported M&A and Foreign Organic Q4 FY22 Q4 FY21 growth Other exchange growth*

€m €m % pps pps %

Other growth metrics Germany - Retail service revenue 2,841 2,812 1.0 0.2 - 1.2 Reported M&A and Foreign Organic Q3 FY22 Q3 FY21 growth Other exchange growth* €m €m % pps pps %

Strategic report Governance Financials Other information227 Vodafone Group Plc Annual Report 2022

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

228

Vodafone Group Plc Annual Report 2022

Adjusted basic earnings per share The reconciliation of adjusted basic earnings per share to the closest equivalent GAAP measure, basic earnings per share, is provided below.

FY22 FY21 €m €m

Profit attributable to owners of the parent 2,088 112 Adjusted profit attributable to owners of the parent 3,199 2,390

Million Million

Weighted average number of shares outstanding - Basic 29,012 29,592 eurocents eurocents

Basic earnings per share 7.20c 0.38c Adjusted basic earnings per share 11.03c 8.08c

Cash flow, funding and capital allocation metrics

Cash flow and funding

Non-GAAP measure Purpose Definition Free cash flow Internal performance reporting. Free cash flow is Adjusted EBITDAaL after cash flows

in relation to capital additions, working capital, disposal of property, plant and equipment, restructuring costs arising from discrete restructuring plans, integration capital additions and working capital related items, licences and spectrum, interest received and paid, taxation, dividends received from associates and investments, dividends paid to non- controlling shareholders in subsidiaries and payments in respect of lease liabilities.

External metric used by investor community.

Assists comparability with other companies, although our metric may not be directly comparable to similarly titled measures used by other companies.

Adjusted free cash flow Internal performance reporting. Adjusted free cash flow is Free cash flow before

licences and spectrum, restructuring costs arising from discrete restructuring plans, integration capital additions and working capital related items, M&A and Vantage Towers growth capital expenditure. This non-GAAP measure has changed for the year ended 31 March 2022 due to the change in business model explained in Note 2 'Revenue disaggregation and segmental analysis'. Adjusted free cash flow now excludes Vantage Towers growth capital expenditure. This change was made so the measure aligns to the basis on which outlook guidance is provided and so is a more useful metric for the investor community. Growth capital expenditure is total capital expenditure excluding maintenance-type expenditure.

External metric used by investor community. Setting director and management remuneration. Key external metric used to evaluate liquidity and the cash generated by our operations.

Gross debt Prominent metric used by debt rating agencies and the investor community.

Non-current borrowings and current borrowings, excluding lease liabilities, collateral liabilities and borrowings specifically secured against Indian assets.

Net debt Prominent metric used by debt rating agencies and the investor community.

Gross debt less cash and cash equivalents, short-term investments, derivative financial instruments excluding mark-to-market adjustments and net collateral assets.

Non-GAAP measures (continued)

Unaudited information

Strategic report Governance Financials Other information228 Vodafone Group Plc Annual Report 2022

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

228

Vodafone Group Plc Annual Report 2022

Adjusted basic earnings per share The reconciliation of adjusted basic earnings per share to the closest equivalent GAAP measure, basic earnings per share, is provided below.

FY22 FY21 €m €m

Profit attributable to owners of the parent 2,088 112 Adjusted profit attributable to owners of the parent 3,199 2,390

Million Million

Weighted average number of shares outstanding - Basic 29,012 29,592 eurocents eurocents

Basic earnings per share 7.20c 0.38c Adjusted basic earnings per share 11.03c 8.08c

Cash flow, funding and capital allocation metrics

Cash flow and funding

Non-GAAP measure Purpose Definition Free cash flow Internal performance reporting. Free cash flow is Adjusted EBITDAaL after cash flows

External metric used by investor community.

Assists comparability with other companies, although our metric may not be directly comparable to similarly titled measures used by other companies.

Adjusted free cash flow Internal performance reporting. Adjusted free cash flow is Free cash flow before

External metric used by investor community. Setting director and management remuneration. Key external metric used to evaluate liquidity and the cash generated by our operations.

Gross debt Prominent metric used by debt rating agencies and the investor community.

Non-current borrowings and current borrowings, excluding lease liabilities, collateral liabilities and borrowings specifically secured against Indian assets.

Net debt Prominent metric used by debt rating agencies and the investor community.

Gross debt less cash and cash equivalents, short-term investments, derivative financial instruments excluding mark-to-market adjustments and net collateral assets.

Non-GAAP measures (continued)

Unaudited information

Strategic report Governance Financials Other information228 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

229 Vodafone Group Plc Annual Report 2022

Cash flow and funding (continued)

The tables below present: (i) the reconciliation between Inflow from operating activities and Free cash flow and (ii) the reconciliation between Borrowings, Gross debt and Net debt. FY22 FY21 €m €m

Inflow from operating activities 18,081 17,215 Net tax paid 925 1,020 Cash generated by operations 19,006 18,235 Capital additions (8,306) (7,854) Working capital movement in respect of capital additions 157 410 Disposal of property, plant and equipment and intangible assets 27 42 Integration capital additions (314) (329) Working capital movement in respect of integration capital additions (34) 62 Licences and spectrum (896) (1,221) Interest received and paid (1,615) (1,860) Taxation (925) (1,020) Dividends received from associates and joint ventures 638 628 Dividends paid to non-controlling shareholders in subsidiaries (539) (391) Payments in respect of lease liabilities (3,943) (3,897) Other 53 305 Free cash flow 3,309 3,110 FY22 FY21 €m €m

Borrowings (70,092) (67,760) Lease liabilities 12,539 13,032 Bank borrowings secured against Indian assets 1,382 1,247 Collateral liabilities 2,914 962

Gross debt (53,257) (52,519) Collateral liabilities (2,914) (962) Cash and cash equivalents 7,496 5,821 Short-term investments 4,795 4,007 Collateral assets 698 3,107 Derivative financial instruments 2,954 (859) Less mark-to-market (gains)/losses deferred in hedge reserves (1,350) 862 Net debt (41,578) (40,543)

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

228

Vodafone Group Plc Annual Report 2022

Adjusted basic earnings per share The reconciliation of adjusted basic earnings per share to the closest equivalent GAAP measure, basic earnings per share, is provided below.

FY22 FY21 €m €m

Profit attributable to owners of the parent 2,088 112 Adjusted profit attributable to owners of the parent 3,199 2,390

Million Million

Weighted average number of shares outstanding - Basic 29,012 29,592 eurocents eurocents

Basic earnings per share 7.20c 0.38c Adjusted basic earnings per share 11.03c 8.08c

Cash flow, funding and capital allocation metrics

Cash flow and funding

Non-GAAP measure Purpose Definition Free cash flow Internal performance reporting. Free cash flow is Adjusted EBITDAaL after cash flows

External metric used by investor community.

Assists comparability with other companies, although our metric may not be directly comparable to similarly titled measures used by other companies.

Adjusted free cash flow Internal performance reporting. Adjusted free cash flow is Free cash flow before

External metric used by investor community. Setting director and management remuneration. Key external metric used to evaluate liquidity and the cash generated by our operations.

Gross debt Prominent metric used by debt rating agencies and the investor community.

Non-current borrowings and current borrowings, excluding lease liabilities, collateral liabilities and borrowings specifically secured against Indian assets.

Net debt Prominent metric used by debt rating agencies and the investor community.

Gross debt less cash and cash equivalents, short-term investments, derivative financial instruments excluding mark-to-market adjustments and net collateral assets.

Strategic report Governance Financials Other information229 Vodafone Group Plc Annual Report 2022

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

230

Vodafone Group Plc Annual Report 2022

Return on Capital Employed

Non-GAAP measure Purpose Definition Return on Capital Employed ('ROCE')

ROCE is a metric used by the investor community and reflects how efficiently we are generating profit with the capital we deploy.

We calculate ROCE by dividing Operating profit by the average of capital employed as reported in the consolidated statement of financial position. Capital employed includes Borrowings, cash and cash equivalents, derivative financial instruments included in trade and other receivables/payables, short term investments, collateral assets, financial liabilities under put option arrangements and equity.

Pre-tax ROCE (controlled) Post-tax ROCE (controlled and associates/joint ventures)

As above. We calculate pre-tax ROCE (controlled operations) by dividing Operating profit excluding interest on lease liabilities, restructuring costs arising from discrete restructuring plans, impairment losses, other income and expense and the share of results of equity accounted associates and joint ventures. On a post-tax basis, the measure includes our adjusted share of results from associates and joint ventures and a notional tax charge. Capital is equivalent to net operating assets and is calculated as the average of opening and closing balances of: property, plant and equipment (including Right-of-Use assets and liabilities), intangible assets (including goodwill), operating working capital (including held for sale assets and excluding derivative balances) and provisions. Other assets that do not directly contribute to returns are excluded from this measure and include other investments, current and deferred tax balances and post employment benefits. On a post-tax basis, ROCE also includes our investments in associates and joint ventures.

Return on Capital Employed (‘ROCE’) using GAAP measures The table below presents the calculation of ROCE using GAAP measures as reported in the consolidated income statement and consolidated statement of financial position.

FY22 FY21 €m €m

Operating profit1 5,664 5,097 Borrowings 70,092 67,760 Cash and cash equivalents (7,496) (5,821) Derivative financial instruments included in trade and other receivables (4,626) (3,151) Derivative financial instruments included in trade and other payables 1,672 4,010 Short-term investments (4,795) (4,007) Collateral assets (698) (3,107) Financial liabilities under put option arrangements 494 492 Equity 56,977 57,816 Capital employed at end of the year 111,620 113,992

Average capital employed for the year 112,806 115,090

ROCE using GAAP measures 5.0% 4.4%

Note: 1 Operating profit includes Other income/(expense), which includes merger and acquisition activity that is non-recurring in nature.

Non-GAAP measures (continued)

Unaudited information

Strategic report Governance Financials Other information230 Vodafone Group Plc Annual Report 2022

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

230

Vodafone Group Plc Annual Report 2022

Return on Capital Employed

Non-GAAP measure Purpose Definition Return on Capital Employed ('ROCE')

ROCE is a metric used by the investor community and reflects how efficiently we are generating profit with the capital we deploy.

Pre-tax ROCE (controlled) Post-tax ROCE (controlled and associates/joint ventures)

FY22 FY21 €m €m

Average capital employed for the year 112,806 115,090

ROCE using GAAP measures 5.0% 4.4%

Note: 1 Operating profit includes Other income/(expense), which includes merger and acquisition activity that is non-recurring in nature.

Non-GAAP measures (continued)

Unaudited information

Strategic report Governance Financials Other information230 Vodafone Group Plc Annual Report 2022

Overview Strategic Report Governance Financials Other information

231 Vodafone Group Plc Annual Report 2022

Return on Capital Employed (‘ROCE’): Non-GAAP basis The table below presents the calculation of ROCE using non-GAAP measures and reconciling to the closest equivalent GAAP measure.

FY22 FY21 €m €m

Operating profit 5,664 5,097 Interest on lease liabilities (398) (374) Restructuring costs 346 356 Other income (79) (568) Share of results of equity accounted associates and joint ventures (211) (342) Adjusted operating profit for calculating pre-tax ROCE (controlled) 5,322 4,169 Adjusted share of results of equity accounted associates and joint ventures used in post-tax ROCE1 223 203 Notional tax at adjusted effective tax rate2 (1,547) (1,176) Adjusted operating profit for calculating post-tax ROCE (controlled and associates/joint ventures) 3,998 3,196

Capital employed for calculating ROCE on a GAAP basis 111,620 113,992 Adjustments to exclude: - Leases (12,539) (13,032) - Deferred tax assets (19,089) (21,569) - Deferred tax liabilities 520 2,095

- Taxation recoverable (296) (434) - Taxation payable 864 769 - Other investments (1,855) (1,514) - Associates, joint ventures and assets held for sale (5,227) (5,927) - Pension assets and liabilities (274) 453 Adjusted capital employed for calculating pre-tax ROCE (controlled) 73,724 74,833 Associates, joint ventures and assets held for sale 5,227 5,927 Adjusted capital employed for calculating post-tax ROCE (controlled and associates/joint ventures) 78,951 80,760

Average capital employed for calculating pre-tax ROCE (controlled) 74,279 75,470 Average capital employed for calculating post-tax ROCE (controlled and associates/joint ventures) 79,856 81,143

Pre-tax ROCE (controlled) 7.2% 5.5% Post-tax ROCE (controlled and associates/joint ventures) 5.0% 3.9%

Notes: 1 Adjusted share of results of equity accounted associates and joint ventures used in post-tax ROCE is a non-GAAP measure. 2 Includes tax at the Adjusted effective tax rate of 27.9%.

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

230

Vodafone Group Plc Annual Report 2022

Return on Capital Employed

Non-GAAP measure Purpose Definition Return on Capital Employed ('ROCE')

ROCE is a metric used by the investor community and reflects how efficiently we are generating profit with the capital we deploy.

Pre-tax ROCE (controlled) Post-tax ROCE (controlled and associates/joint ventures)

FY22 FY21 €m €m

Average capital employed for the year 112,806 115,090

ROCE using GAAP measures 5.0% 4.4%

Note: 1 Operating profit includes Other income/(expense), which includes merger and acquisition activity that is non-recurring in nature.

Strategic report Governance Financials Other information231 Vodafone Group Plc Annual Report 2022

NNoonn--GGAAAAPP mmeeaassuurreess ((ccoonnttiinnuueedd)) Unaudited information

232

Vodafone Group Plc Annual Report 2022

Financing and Taxation metrics

Non-GAAP measure Purpose Definition Adjusted net financing costs

This metric is used by both management and the investor community.

Adjusted net financing costs exclude mark-to-market and foreign exchange gains/losses.

This metric is used in the calculation of adjusted basic earnings per share.

Adjusted profit before taxation

This metric is used in the calculation of the adjusted effective tax rate (see below).

Adjusted profit before taxation excludes the items excluded from adjusted basic earnings per share, including: amortisation of customer bases and brand intangible assets, restructuring costs arising from discrete restructuring plans, other income and expense and mark-to-market and foreign exchange movements.

Adjusted income tax expense

This metric is used in the calculation of the adjusted effective tax rate (see below).

Adjusted income tax expense excludes the tax effects of items excluded from adjusted basic earnings per share, including: amortisation of customer bases and brand intangible assets, restructuring costs arising from discrete restructuring plans, other income and expense and mark-to-market and foreign exchange movements. It also excludes deferred tax movements relating to tax losses in Luxembourg as well as other significant one-off items.

Adjusted effective tax rate This metric is used by both management and the investor community.

Adjusted income tax expense (see above) divided by Adjusted profit before taxation (see above).

Adjusted share of results of equity accounted associates and joint ventures

This metric is used in the calculation of adjusted effective tax rate.

Share of results of equity accounted associates and joint ventures excluding restructuring costs, amortisation of acquired customer base and brand intangible assets and other income and expense.

Adjusted share of results of equity accounted associates and joint ventures used in post-tax ROCE

This metric is used in the calculation of post-tax ROCE (controlled and associates/joint ventures).

Share of results of equity accounted associates and joint ventures excluding restructuring costs and other income and expense.

Adjusted tax metrics The table below reconciles profit before taxation and income tax expense to adjusted profit before taxation, adjusted income tax expense and adjusted effective tax rate.

FY22 FY21 €m €m

Profit before taxation 3,954 4,400 Adjustments to derive adjusted profit before tax 1,054 (702) Adjusted profit before taxation 5,008 3,698 Adjusted share of results of equity accounted associates and joint ventures (461) (432) Adjusted profit before tax for calculating adjusted effective tax rate 4,547 3,266

Income tax expense (1,330) (3,864) Tax on adjustments to derive adjusted profit before tax (169) (162) Adjustments: - Deferred tax following revaluation of investments in Luxembourg 1,468 2,128* - Deferred tax on use of Luxembourg losses in the year 327 320

- Recognition of deferred tax asset in Luxembourg (699) 699* - Increase in deferred tax assets in the UK as a result of a change in the corporate tax rate (593) – - Revaluation of assets for tax purposes in Italy (273) – Adjusted income tax expense for calculating adjusted tax rate (1,269) (879)

Adjusted effective tax rate 27.9% 26.9%

Note:  During the year ended 31 March 2022, we revised the calculation of certain impairment reversals recognised by our Luxembourg holding companies for the year ended 31 March

2021; this had no impact on the amount of deferred tax assets recognised at that date but has changed the amount of our unrecognised deferred tax assets by €0.7 billion (unrecognised losses of €2.8 billion).

Non-GAAP measures (continued)

Unaudited information

Strategic report Governance Financials Other information232 Vodafone Group Plc Annual Report 2022