Vodafone Financial Statements 2017

Vodafone Group Plc Annual Report 2017 87
Reporting our financial performance…

Focus on clear, effective and concise reporting
We continue to review the format of our consolidated financial statements with the aim of making them clearer and easier to follow.
Overview
This year we have added the following highlights to help you navigate to the information that is important to you.
Reporting in euro currency Future adoption of IFRS 9,
With effect from 1 April 2016, the IFRS 15 and IFRS 16
Group’s presentation currency We have updated the disclosures in
was changed from pounds sterling note 1 “Basis of preparation” relating
to the euro to better align with the to the timetable and potential
geographic split of the Group’s impact of the future adoption of
operations as detailed in note 1 “Basis IFRS 9 “Financial Instruments”, IFRS
of preparation”. Prior year results have 15 “Revenue from Contracts with
been restated accordingly. Customers” and IFRS 16 “Leases”.
Strategy
For more information: For more information:
Pages 103 to 106 Pages 107 and 108
Vodafone India India impairment Tax reporting Alternative performance

Following the announcement We include details of the €4.5 We continue to enhance our best measures
on 20 March 2017 that we had billion impairment charge practice reporting of the Group’s This year, we have further clarified
agreed to combine Vodafone recorded in respect of the Group’s tax affairs to include how the tax where we have used alternative
India with Idea Cellular to form investment in India in note 4 charge arises, expected future tax performance measures, including
a joint controlled company, the “Impairment losses”, which charges and details of tax assets their usage and reconciliation
results of Vodafone India became together with the recognition of an held in different jurisdictions as to the closest respective
discontinued operations and its associated €0.8 billion deferred tax detailed in note 6 “Taxation”. equivalent GAAP measure and
Performance
assets and liabilities held for sale. asset, led to an overall €3.7 billion For more information: their definitions.
For more information: reduction in the carrying value of Pages 118 to 122
For more information:
Pages 123 and 124 Vodafone India. Pages 205 to 213
For more information:
Pages 113 to 116
Directors’ statement
88 Notes to the consolidated financial statements:
103 177 Other unaudited
of responsibility 103 1. Basis of preparation Cash flows financial information:
Report of independent
90 Income statement 139 19. Reconciliation of net 177 Prior year operating results
registered public 109 2. Segmental analysis cash flow from operating Company
182
accounting firm activities
Governance
112 3. Operating profit financial statements
Audit report
91 139 20. Cash and cash equivalents 182 Company statement
113 4. Impairment losses
on the consolidated 140 21. Borrowings of financial position
117 5. Investment income and
and parent company financing costs 144 22. Liquidity and capital 183 Company statement
financial statements resources of changes in equity
118 6. Taxation
Consolidated
99 148 23. Capital and financial risk Notes to the Company
184
123 7. Discontinued operations management
financial statements: and assets held for sale financial statements:
99 Consolidated Employee remuneration
125 8. Earnings per share 184 1. Basis of preparation
income statement 153 24. Directors and key
125 9. Equity dividends 186 2. Fixed assets
99 Consolidated statement management
Financial position compensation 186 3. Debtors
of comprehensive income
126 10. Intangible assets 154 25. Employees 187 4. Other investments
Financials
100 Consolidated statement

of financial position 128 11. Property, plant and 155 26. Post employment 187 5. Creditors
101 Consolidated statement equipment benefits 188 6. Called up share capital
of changes in equity 130 12. Investments in associates 159 27. Share-based payments 188 7. Share-based payments
102 Consolidated statement and joint arrangements Additional disclosures 188 8. Reserves
of cash flows 133 13. Other investments 161 28. Acquisitions and disposals 189 9. Equity dividends
134 14. Inventory 162 29. Commitments 189 10. Contingent liabilities
135 15. Trade and other 163 30. Contingent liabilities and legal proceedings
receivables and legal proceedings 189 11. Other matters
136 16. Trade and other payables 167 31. Related party transactions
Additional information
137 17. Provisions 167 32. Subsequent events

138 18. Called up share capital 168 33. Related undertakings
176 34. Subsidiaries exempt
from audit
88 Vodafone Group Plc Annual Report 2017
Directors’ statement of responsibility
The Directors are responsible for preparing the financial statements in accordance with applicable
law and regulations and keeping proper accounting records. Detailed below are statements made by
the Directors in relation to their responsibilities, disclosure of information to the Company’s auditor,
going concern and management’s report on internal control over financial reporting.
Financial statements and accounting records Directors’ responsibility statement

Company law of England and Wales requires the Directors to prepare Each of the Directors, whose names and functions are listed on pages
financial statements for each financial year which give a true and fair 48 and 49 confirm that, to the best of their knowledge:
view of the state of affairs of the Company and of the Group at the end
–– the consolidated financial statements, prepared in accordance with
of the financial year and of the profit or loss of the Group for that period.
IFRS as issued by the IASB and IFRS as adopted by the EU, give a true
In preparing those financial statements the Directors are required to:
and fair view of the assets, liabilities, financial position and profit
–– select suitable accounting policies and apply them consistently; of the Group;
–– make judgements and estimates that are reasonable and prudent; –– the parent company financial statements, prepared in accordance
with United Kingdom generally accepted accounting practice, give
–– present information, including accounting policies,
a true and fair view of the assets, liabilities, financial position and profit
in a manner that provides relevant, reliable, comparable and
of the Company; and
understandable information;
–– the Strategic Report includes a fair review of the development and
–– state whether the consolidated financial statements have been
performance of the business and the position of the Group together
prepared in accordance with International Financial Reporting
with a description and carried out a robust assessment of the
Standards (‘IFRS’) as adopted for use in the EU and Article 4 of the
principal risks and uncertainties that it faces.
EU IAS Regulations. The Directors also ensure that the consolidated
financial statements have been prepared in accordance with IFRS
The Directors confirm that they have carried out a robust assessment
as issued by the International Accounting Standards Board (‘IASB’);
of the principal risks of the Group.
–– state for the Company’s financial statements whether applicable
The Directors are also responsible under section 172 of the Companies
UK accounting standards have been followed; and
Act 2006 to promote the success of the Company for the benefit of its
–– prepare the financial statements on a going concern basis unless members as a whole and in doing so have regard for the needs of wider
it is inappropriate to presume that the Company and the Group will society and stakeholders, including customers, consistent with the
continue in business. Group’s core and sustainable business objectives.
Having taken advice from the Audit and Risk Committee, the Board
The Directors are responsible for keeping proper accounting records
considers the report and accounts, taken as a whole, is fair, balanced
which disclose with reasonable accuracy at any time the financial
and understandable and that it provides the information necessary
position of the Company and of the Group and to enable them to ensure
for shareholders to assess the Company’s position and performance,
that the financial statements comply with the Companies Act 2006
business model and strategy.
and for the consolidated financial statements, Article 4 of the EU IAS
Regulation. They are also responsible for the system of internal control, Neither the Company nor the Directors accept any liability to any
for safeguarding the assets of the Company and the Group and, hence, person in relation to the Annual Report except to the extent that
for taking reasonable steps for the prevention and detection of fraud such liability could arise under English law. Accordingly, any liability
and other irregularities. to a person who has demonstrated reliance on any untrue or misleading
statement or omission shall be determined in accordance with section
The Directors are responsible for the maintenance and integrity of the
90A and schedule 10A of the Financial Services and Markets Act 2000.
Company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions. Disclosure of information to the auditor
Having made the requisite enquiries, so far as the Directors are aware,
there is no relevant audit information (as defined by section 418(3) of the
Companies Act 2006) of which the Company’s auditor is unaware and
the Directors have taken all the steps they ought to have taken to make
themselves aware of any relevant audit information and to establish that
the Company’s auditor is aware of that information.
Going concern Management’s report on internal control

The Group’s business activities, performance, position and principal risks over financial reporting
and uncertainties and how these are managed or mitigated are set out As required by section 404 of the US Sarbanes-Oxley Act, management
in the Strategic Report on pages 1 to 43. is responsible for establishing and maintaining adequate internal control
over financial reporting for the Group. The Group’s internal control over
Overview
In addition, the financial position of the Group is included
in “Borrowings”, “Liquidity and capital resources” and “Capital and financial reporting includes policies and procedures that:
financial risk management” in notes 21, 22 and 23 respectively to the –– pertain to the maintenance of records that, in reasonable detail,
consolidated financial statements, which include disclosure in relation accurately and fairly reflect transactions and dispositions of assets;
to the Group’s objectives, policies and processes for managing its
capital; its financial risk management objectives; details of its financial –– are designed to provide reasonable assurance that transactions
instruments and hedging activities; and its exposures to credit risk and are recorded as necessary to permit the preparation of financial
liquidity risk. statements in accordance with IFRS, as adopted by the EU and IFRS
as issued by the IASB, and that receipts and expenditures are being
The Group believes it adequately manages or mitigates its solvency made only in accordance with authorisation of management and the
and liquidity risks through two primary processes, described below. Directors of the Company; and
Strategy
Business planning process and performance management –– provide reasonable assurance regarding prevention or timely
The Group’s forecasting and planning cycle consists of three in-year detection of unauthorised acquisition, use or disposition
forecasts, a budget and a long-range plan. These generate income of the Group’s assets that could have a material effect on the
statement, cash flow and net debt projections for assessment by Group financial statements.
management and the Board.
Each forecast is compared with prior forecasts and actual results Any internal control framework, no matter how well designed,
so as to identify variances and understand the drivers of the changes has inherent limitations including the possibility of human error and
and their future impact so as to allow management to take action where the circumvention or overriding of the controls and procedures,
appropriate. Additional analysis is undertaken to review and sense check and may not prevent or detect misstatements. Also, projections
the key assumptions underpinning the forecasts. of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes
Performance
Cash flow and liquidity reviews in conditions or because the degree of compliance with the policies
The business planning process provides outputs for detailed cash flow or procedures may deteriorate.
and liquidity reviews, to ensure that the Group maintains adequate
liquidity throughout the forecast periods. The prime output is a one year Management has assessed the effectiveness of the internal control
liquidity forecast which is prepared and updated on a daily basis which over financial reporting at 31 March 2017 based on the updated
highlights the extent of the Group’s liquidity based on controlled cash Internal Control – Integrated Framework, issued by the Committee
flows and the headroom under the Group’s undrawn revolving credit of Sponsoring Organizations of the Treadway Commission (‘COSO’)
facility (‘RCF’). in 2013. Based on management’s assessment, management has
concluded that internal control over financial reporting was effective
The key inputs into this forecast are: at 31 March 2017.
–– free cash flow forecasts, with the first three months’ inputs being During the period covered by this document, there were no changes
Governance
sourced directly from the operating companies (analysed on a in the Group’s internal control over financial reporting that have
daily basis), with information beyond this taken from the latest materially affected or are reasonably likely to materially affect the
forecast/budget cycle; effectiveness of the internal controls over financial reporting.
–– bond and other debt maturities; and The Group’s internal control over financial reporting at 31 March 2017
–– expectations for shareholder returns, spectrum auctions and has been audited by PricewaterhouseCoopers LLP, an independent
M&A activity. registered public accounting firm who also audit the Group’s
consolidated financial statements. Their audit report on internal
The liquidity forecast shows two scenarios assuming either maturing control over financial reporting is on page 90.
commercial paper is refinanced or no new commercial paper issuance. By Order of the Board
The liquidity forecast is reviewed by the Group Chief Financial Officer
Financials
and included in each of his reports to the Board.

In addition, the Group continues to manage its foreign exchange and
interest rate risks within the framework of policies and guidelines
authorised and reviewed by the Board, with oversight provided
Rosemary Martin
by the Treasury Risk Committee. Group General Counsel and Company Secretary
Conclusion 16 May 2017
The Group has considerable financial resources, and the Directors
believe that the Group is well placed to manage its business risks
successfully. Accordingly, the Directors continue to adopt the going

concern basis in preparing the Annual Report and accounts.
Report of independent registered public accounting firm
To Board of Directors and shareholders A company’s internal control over financial reporting is a process
of Vodafone Group Plc designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
In our opinion, the accompanying consolidated statement of financial
external purposes in accordance with generally accepted accounting
position and the related consolidated income statement, consolidated
principles. A company’s internal control over financial reporting includes
statement of comprehensive income, consolidated statement
those policies and procedures that (i) pertain to the maintenance
of changes in equity and consolidated statement of cash flows present
of records that, in reasonable detail, accurately and fairly reflect the
fairly, in all material respects, the financial position of Vodafone Group
transactions and dispositions of the assets of the company; (ii) provide
Plc and its subsidiaries (‘the Company’) at 31 March 2017 and 31 March
reasonable assurance that transactions are recorded as necessary
2016, and the results of their operations and their cash flows for each
to permit preparation of financial statements in accordance with
of the three years ended 31 March 2017 in conformity with International
generally accepted accounting principles, and that receipts and
Financial Reporting Standards as issued by the International Accounting
expenditures of the company are being made only in accordance with
Standards Board and in conformity with International Financial
authorizations of management and directors of the company; and (iii)
Reporting Standards as adopted by the European Union. Also in our
provide reasonable assurance regarding prevention or timely detection
opinion, the Company maintained, in all material respects, effective
of unauthorized acquisition, use, or disposition of the company’s assets
internal control over financial reporting as of 31 March 2017, based
that could have a material effect on the financial statements.
on criteria established in Internal Control – Integrated Framework 2013
issued by the Committee of Sponsoring Organizations of the Treadway Because of its inherent limitations, internal control over financial
Commission (‘COSO’). reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the
The Company’s management is responsible for these financial
risk that controls may become inadequate because of changes
statements, for maintaining effective internal control over financial
in conditions, or that the degree of compliance with the policies
reporting and for its assessment of the effectiveness of internal control
or procedures may deteriorate.
over financial reporting, included in Management’s report on internal
control over financial reporting. Our responsibility is to express opinions
on these financial statements and on the Company’s internal control
over financial reporting based on our integrated audits.
We conducted our audits in accordance with the standards of the Public PricewaterhouseCoopers LLP
Company Accounting Oversight Board (United States) and International London, United Kingdom
Standards on Auditing. Those standards require that we plan and 16 May 2017
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all
material respects. Our audits of the financial statements included
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. Our audit
of internal control over financial reporting included obtaining
an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such
other procedures as we considered necessary in the circumstances.
We believe that our audits provide a reasonable basis for our opinions.
As discussed in Note 1 to the consolidated financial statements,
the Company changed its presentation currency with effect from
1 April 2016.
Note:
The report set out above is included for the purposes of Vodafone Group Plc’s Annual Report
on Form 20-F for 2017 only and does not form part of Vodafone Group Plc’s Annual Report
for 2017.
Audit report on the consolidated and parent company financial statements
Independent auditors’ report to the members of Vodafone Group Plc

Report on the financial statements
Our opinion
In our opinion:
Overview
–– Vodafone Group Plc’s Group financial statements and Company financial statements (the ‘financial statements’) give a true and fair view of the
state of the Group’s and of the Company’s affairs as at 31 March 2017 and of the Group’s loss and cash flows for the year then ended;
–– the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted
by the European Union;
–– the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
–– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial
statements, Article 4 of the IAS Regulation.
Separate opinion in relation to IFRSs as issued by the IASB
Strategy
As explained in note 1 to the financial statements, the Group, in addition to applying IFRSs as adopted by the European Union, has also applied IFRSs
as issued by the International Accounting Standards Board (‘IASB’).
In our opinion, the Group financial statements comply with IFRSs as issued by the IASB.
What we have audited
The financial statements, included within the Annual Report, comprise:
–– the consolidated statement of financial position as at 31 March 2017;
–– the Company statement of financial position as at 31 March 2017;
–– the consolidated income statement and the consolidated statement of comprehensive income for the year then ended;
Performance
–– the consolidated statement of cash flows for the year then ended;
–– the consolidated statement of changes in equity for the year then ended;
–– the Company statement of changes in equity for the year then ended; and
–– the notes to the Group financial statements and Company financial statements, which include a summary of significant accounting policies and
other explanatory information.
Certain required disclosures have been presented elsewhere in the Annual Report, rather than in the notes to the financial statements. These are
cross-referenced from the financial statements and are identified as audited.
The financial reporting framework that has been applied in the preparation of the Group financial statements is IFRSs as adopted by the European
Governance
Union, and applicable law. The financial reporting framework that has been applied in the preparation of the Company financial statements is United
Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure Framework”, and applicable law (United Kingdom Generally Accepted
Accounting Practice).
Our audit approach
Overview
Overall Group materiality: €215 million which represents 5% of a three year average of ‘Adjusted
operating profit’ (‘AOP’), including Vodafone India. We used a three year average given volatility in the
measure year-on-year as a result of Project Spring.
We identified six local operations which, in our view, required an audit of their complete financial
Materiality information, either due to their size or their risk characteristics comprising UK, Spain, Italy, India,
Financials
Germany and Vodacom South Africa. The scope of work in Germany did not include an audit of the
complete financial information of Kabel Deutschland GmbH (‘KDG’).
Further specific audit procedures over central functions and areas of significant judgement, including
taxation, goodwill, treasury and material provisions and contingent liabilities, were performed at the
Group’s Head Office.
Audit scope –– Taxation matters, including a provisioning claim for withholding tax in India and the recognition and
recoverability of deferred tax assets in Luxembourg and Germany.
–– Carrying value of goodwill.
–– Provisions and contingent liabilities.
–– Revenue recognition – accuracy of revenue recorded given the complexity of systems.

Areas of
focus –– Significant one-off transactions.
–– Capitalisation and asset lives.
–– IT systems and controls.
–– Changes in Group’s presentation currency.
Audit report on the consolidated and parent company financial statements (continued)
The scope of our audit and our areas of focus

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (‘ISAs (UK & Ireland)’).
We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular,
we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates that involved making
assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override
of internal controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due
to fraud.
The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort, are identified
as “areas of focus” in the table below. We have also set out how we tailored our audit to address these specific areas in order to provide an opinion
on the financial statements as a whole, and any comments we make on the results of our procedures should be read in this context. This is not
a complete list of all risks identified by our audit.
Area of focus How our audit addressed the area of focus

Taxation matters
The Group operates across a large number of We evaluated the design and implementation of controls in respect of provisioning for
jurisdictions and is subject to periodic challenges by withholding tax and the recognition and recoverability of deferred tax assets.
local tax authorities on a range of tax matters during the
We used our tax specialists to gain an understanding of the current status of the Indian tax
normal course of business including transfer pricing,
investigation and monitored changes in the disputes by reading external advice received
indirect taxes and transaction related tax matters.
by the Group, where relevant, to establish that the tax provisions had been appropriately
We focused on two matters relating to the legal claim adjusted to reflect the latest external developments.
in respect of withholding tax on the acquisition of
In respect of the deferred tax assets, we assessed the recoverability of losses from a tax
Hutchison Essar Limited and the recognition and
perspective through performing the following:
recoverability of deferred tax assets in Luxembourg
and Germany. –– understanding how losses arose and where they are located, including to which
subgroups they are attributed;
Provisioning claim for withholding tax – there continues
to be uncertainty regarding the resolution of the –– considering whether the losses can be reversed;
legal claim from the Indian authorities in respect
–– evaluating the results of local statutory impairment assessments including reversals;
of withholding tax on the acquisition of Hutchison
Essar Limited. –– considering the impact of recent regulatory developments, as applicable;
Recognition and recoverability of deferred tax assets in –– assessing any restrictions on future use; and
Luxembourg and Germany – significant judgement is
–– determining whether any of the losses will expire.
required in relation to the recognition and recoverability
of deferred tax assets, particularly in respect of losses
In addition we assessed the application of International Accounting Standard 12 – Income
in Luxembourg and Germany amounting to €19.6
Taxes including:
billion and €2.8 billion respectively. During the current
year €4.3 billion of deferred tax assets have been de- –– understanding the triggers for recognition of deferred tax assets;
recognised due to lower interest rates and a change in
–– considering effects of tax planning strategies;
the local Luxembourg corporate tax rate.
–– testing the mathematical accuracy of the cash flow models and challenging and
Refer to the Audit and Risk Committee Report, note 1
agreeing the key assumptions in the Board approved five year management plan; and
– “Critical accounting judgements and key sources of
estimation uncertainty”, note 6 – “Taxation” and note 30 –– assessing management’s view of the Group’s likelihood of generating future taxable
– “Contingent liabilities and legal proceedings”. profits to support the recoverability of the deferred tax assets.
We determined that the carrying value of deferred tax assets at 31 March 2017 was
supported by management’s plans including intercompany funding arrangements.
We validated the appropriateness of the related disclosures in note 6 and note 30 of the
financial statements, including the disclosures made in respect of the utilisation period of
deferred tax assets.

Carrying value of goodwill
The Group has goodwill of €26.8 billion contained We evaluated the appropriateness of management’s identification of the Group’s CGUs
within 22 cash generating units (‘CGUs’). and tested the operating effectiveness of controls over the impairment assessment
process, including indicators of impairment.
Overview
Impairment charges to goodwill have been recognised
in prior periods. With the continued difficult With the support of our valuation experts, we benchmarked and challenged key
macroeconomic environment in Europe and the assumptions in management’s valuation models used to determine recoverable amount
changing regulatory environment globally the risk against external data, including assumptions of projected adjusted EBITDA, projected
that goodwill is impaired increases. capital expenditure, projected licence and spectrum payments, long-term growth rate
and discount rates.
For the CGUs which contain goodwill, the determination
of recoverable amount, being the higher of fair value We performed testing of the mathematical accuracy of the cash flow models and
less costs to sell and value in use, requires judgement challenging and agreeing the key assumptions in the Board approved five year
on the part of management in both identifying and management plan.
then valuing the relevant CGUs. Recoverable amounts
Based on our procedures, we noted no exceptions and consider management’s key
are based on management’s view of variables such as
Strategy
assumptions to be within a reasonable range.
future average revenue per user, average customer
numbers and customer churn, timing and approval We validated the appropriateness of the related disclosures in note 4 and note 10 of the
of future capital, spectrum and operating expenditure financial statements.
and the most appropriate discount rate.
In the year ended 31 March 2017, a pre-tax impairment
charge of €4.5 billion was recognised related to
goodwill in India. Refer to area of focus on ‘Significant
one-off transactions’.
Performance
estimation uncertainty”, note 4 – “Impairment losses”
and note 10 – “Intangible assets”.
Provisions and contingent liabilities
There are a number of threatened and actual legal, We used our tax specialists to gain an understanding of the current status of the tax cases
regulatory and tax cases against the Group. There is a and monitored changes in the disputes by reading external advice received by the Group,
high level of judgement required in estimating the level where relevant, to establish that the tax provisions had been appropriately adjusted to
of provisioning required. reflect the latest external developments.
Refer to the Audit and Risk Committee Report, note 1 For legal, regulatory and tax matters our procedures included the following:
– “Critical accounting judgements and key sources
–– testing key controls surrounding litigation, regulatory and tax procedures;
Governance
of estimation uncertainty”, note 17 – “Provisions” and
note 30 – “Contingent liabilities and legal proceedings”. –– performing substantive procedures on the underlying calculations supporting the
provisions recorded;
–– where relevant, reading external legal opinions obtained by management;
–– meeting with regional and local management and reading subsequent
Group correspondence;
–– discussing open matters with the Group litigation, regulatory, general counsel and
tax teams;
–– assessing management’s conclusions through understanding precedents set in similar
Financials
cases; and
–– circularisation where appropriate of relevant third party legal representatives and direct
discussion with them regarding certain material cases.
Based on the evidence obtained, while noting the inherent uncertainty with such legal,
regulatory and tax matters, we determined the level of provisioning at 31 March 2017 to
be appropriate.
We validated the completeness and appropriateness of the related disclosures through
assessing that the disclosure of the uncertainties in note 17 and note 30 of the financial
statements was sufficient.


Revenue recognition – accuracy of revenue recorded
given the complexity of systems
There is an inherent risk around the accuracy of We instructed the six local market audit teams in Group audit scope to undertake
revenue recorded given the complexity of systems consistent audit procedures over revenue.
and the impact of changing pricing models to revenue
Our audit approach included controls testing and substantive procedures covering,
recognition (tariff structures, incentive arrangements,
in particular:
discounts etc.).
–– testing the IT environment in which billing, rating and other relevant support systems
The application of revenue recognition accounting
reside, including the change control procedures in place around systems that bill
standards is complex and involves a number of key
material revenue streams;
judgements and estimates.
–– testing the end-to-end reconciliation from business support systems to billing and
Refer to the Audit and Risk Committee Report and
rating systems to the general ledger. This testing included validating material journals
note 1 – “Critical accounting judgements and key
processed between the billing system and general ledger;
sources of estimation uncertainty”.
–– performing tests on the accuracy of customer bill generation on a sample basis and
testing of a sample of the credits and discounts applied to customer bills; and
–– testing cash receipts for a sample of customers back to the customer invoice.
We also considered the application of the Group’s accounting policies to amounts billed
and the accounting implications of new business models to check that Group accounting
policies were appropriate for these models and were followed.
Based on our work, we noted no significant issues on the accuracy of revenue recorded in
the year.
Significant one-off transactions
We focused on two significant one-off transactions Our procedures on the Netherlands joint venture included the following:
which occurred during the year: the completion of the
–– making use of our valuations specialists to support the assessment of the valuation
Netherlands joint venture with Liberty Global and the
of the business, including challenging and agreeing the key assumptions in the
proposed merger of the Group’s Indian business with
approved business plan and the allocation of synergies to calculate the gain;
Idea Cellular. Accounting for these transactions and
related disclosures requires the exercise of significant –– challenging management’s assessment on the treatment as a joint venture including
judgement. examining the relevant agreements; and
Netherlands joint venture – on 31 December 2016 –– checking the disclosures in the Annual Report.
Liberty Global and Vodafone completed a 50:50
joint venture in respect of their businesses in the Our procedures on the proposed transaction with Aditya Birla Group included the
Netherlands, ‘VodafoneZiggo’. Management has following:
assessed that VodafoneZiggo is a jointly controlled
–– challenging management on whether the requirements under IFRS 5 for the India
entity as decisions about the relevant activities require
business to be classified as held for sale and discontinued operations were met,
the consent of both parties. A gain of €1.3 billion has
including reading and discussion of relevant third party legal advice;
been recognised in connection with the transaction.
–– making use of our valuation specialists to examine the valuation methodology
Transaction with Idea – on 20 March 2017 the merger
in determining the fair value less cost to sell;
of Vodafone India and Idea Cellular was announced.
This merger, once completed, will result in a 45.1% stake –– verifying the accuracy of management’s calculation of the impairment charge and
for Vodafone Group, 26% stake for Aditya Birla Group allocation to respective asset classes and the recognition and recoverability of the
with the remaining 28.9% being shares in public float. associated deferred tax asset; and
The Vodafone India business, excluding its 42% stake in
–– checking the disclosures in the Annual Report.
Indus Towers, has been presented as ‘held for sale’ and
‘discontinued operations’ as at 31 March 2017. At the
Based on our procedures, we noted no issues and were satisfied with the associated
balance sheet date, as required by IFRS 5 the business
accounting for these matters.
is held at fair value less cost to sell. A pre-tax impairment
charge of €4.5 billion has been recognised for the
year, together with the recognition of an associated
€0.8 billion deferred tax asset.
– “Critical accounting judgements and key sources
of estimation uncertainty” and related notes in the
financial statements.

Capitalisation and asset lives
There are a number of areas where management We tested controls in place over the property, plant and equipment cycle, evaluated the
judgement impacts the carrying value of property, plant appropriateness of capitalisation policies, performed tests of details on costs capitalised
and equipment, software intangible assets and their and assessed the timeliness of the transfer of assets in the course of construction and the
Overview
respective depreciation profiles. These include: application of the asset life.
–– the decision to capitalise or expense costs; In performing these substantive procedures, we assessed the judgements made by
management including:
–– the annual asset life review including the impact
of changes in the Group’s strategy; and –– the nature of underlying costs capitalised as part of the cost of the network roll-out;
–– the timeliness of the transfer from assets in the –– the appropriateness of asset lives applied in the calculation of depreciation; and
course of construction.
–– in assessing the need for accelerated depreciation given the network modernisation
programme in place across Europe.
No issues were noted from our testing.
Strategy
estimation uncertainty”, note 10 – “Intangible assets”
and note 11 – “Property, plant and equipment”.
IT systems and controls
We place a high level of reliance on the Group’s We conducted detailed end-to-end walkthroughs of the finance processes, utilising
IT systems and key internal controls. As a result a our understanding from the prior year to reassess the design effectiveness of the key
significant proportion of our audit effort was conducted internal controls and to identify changes. We then conducted testing of the operating
in this area at local, regional and Group levels and at the effectiveness of these controls to obtain evidence that they operated throughout the
Group’s shared service centres. year. In response to the changes and control enhancements made during the year, we
performed the following:
The Group has continued to devote considerable
resources to the development of key business and –– evaluating the design of the controls to ensure they mitigated the relevant financial
Performance
related IT controls to ensure a robust system of internal reporting risks and testing the operation of controls in the periods prior to and post
control as described in the Audit and Risk Committee any change;
Report on page 60.
–– where systems changed during the year, testing IT general controls and data migration
processes; and
–– tested controls and performed additional substantive procedures of key general ledger
account reconciliations and manual journals.
We did not regard any of the control issues identified in 2017 as significant in the context of
the Group financial statements.
Changes in Group’s presentation currency
Governance
With effect from 1 April 2016, the Group’s presentation Our procedures included the following:
currency was changed from sterling to euro to better
–– testing the Hyperion Financial Management (‘HFM’) application, including controls
align with the geographic split of the Group’s operations.
in place, to conclude on the appropriateness of the euro presentation currency
This change was accounted for retrospectively resulting
application set up;
in historical retranslation of the Group’s results.
–– testing the retranslation of sterling comparative balances disclosed in the
financial statements;
–– testing the disclosures included in the Annual Report;
–– examining management’s accounting paper assessing the impact of the presentation
currency change upon their hedge relationships, and for material hedge accounting
Financials
relationships we examined the respective hedging instrument to assess its

effectiveness; and
–– testing key controls in place over designation and monitoring of quasi equity
loan arrangements and performing tests of details on the accounting treatment
of material balances.
No issues were noted from our testing.

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole,
taking into account the geographic structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
The Group operates in 26 countries across two regions; “Europe” and “AMAP”. In establishing the overall approach to the Group audit, we determined
the type of work that needed to be performed at the local operations by us, as the Group engagement team, or component auditors within PwC
UK and from other PwC network firms operating under our instruction. Where the work was performed by component auditors, we determined
the level of involvement we needed to have in the audit work at those local operations to be able to conclude whether sufficient appropriate audit
evidence had been obtained as a basis for our opinion on the Group financial statements as a whole.
The Group’s local operations vary in size with the six operations in Group scope (UK, Spain, Italy, India, Vodafone Germany, Vodacom South Africa)
representing 67% and 66% of the Group’s revenue and AOP including Vodafone India. We identified these six local operations as those that, in our
view, required an audit of their complete financial information, due to their size or risk characteristics. The materiality applied by the component
auditors in the context of the Group audit ranged from €65 million to €160 million. These local operations are also subject to audits for local
statutory purposes where their local statutory materiality ranges from €1 million to €175 million.
Specific audit procedures over certain balances and transactions were performed to give appropriate coverage of all material balances at both
geographical division and Group levels. The Group engagement team visited all six operations in scope for Group reporting during the audit cycle
and the lead audit partner or a senior member of the Group engagement team attended the year end audit clearance meetings.
Further specific audit procedures over central functions and areas of significant judgement, including taxation, goodwill, treasury and material
provisions and contingent liabilities, were performed at the Group’s Head Office.
In addition, audits for local statutory purposes are performed at a further 15 locations. Where possible, the timing of local statutory audits was
accelerated to align to the Group audit timetable, with significant findings reported to the Group engagement team.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and on the financial statements
as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall Group materiality €215 million (2016: €248 million).
How we determined it 5% of a three year average of AOP, including Vodafone India.
Rationale for benchmark applied We used a three year average given volatility in the measure year-on-year as
a result of Project Spring.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above €15 million
(2016: €14 million) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Going concern
Under the Listing Rules we are required to review the Directors’ statement of responsibility, set out on pages 88 and 89, in relation to going concern.
We have nothing to report having performed our review.
Under ISAs (UK & Ireland) we are required to report to you if we have anything material to add or to draw attention to in relation to the Directors’
statement of responsibility about whether they considered it appropriate to adopt the going concern basis in preparing the financial statements.
We have nothing material to add or to draw attention to.
As noted in the Directors’ statement of responsibility, the Directors have concluded that it is appropriate to adopt the going concern basis
in preparing the financial statements. The going concern basis presumes that the Group and Company have adequate resources to remain
in operation, and that the Directors intend them to do so, for at least one year from the date the financial statements were signed. As part of our
audit we have concluded that the Directors’ use of the going concern basis is appropriate. However, because not all future events or conditions can
be predicted, these statements are not a guarantee as to the Group’s and Company’s ability to continue as a going concern.
Other required reporting

Consistency of other information and compliance with applicable requirements
Companies Act 2006 reporting
In our opinion, based on the work undertaken in the course of the audit:
–– the information given in the Strategic Report and the Directors’ report for the financial year for which the financial statements are prepared
is consistent with the financial statements;
–– the Strategic Report and the Directors’ report have been prepared in accordance with applicable legal requirements;
–– the information given in the Corporate Governance Statement set out on pages 44 to 85 with respect to internal control and risk management
systems and about share capital structures is consistent with the financial statements and has been prepared in accordance with applicable legal
requirements; and
–– the information given in the Corporate Governance Statement set out on pages 44 to 85 with respect to the Company’s corporate governance
code and practices and about its administrative, management and supervisory bodies complies with rules 7.2.2, 7.2.3 and 7.2.7 of the Disclosure
Guidance and Transparency Rules sourcebook of the Financial Conduct Authority.
In addition, in light of the knowledge and understanding of the Group, the Company and their environment obtained in the course of the audit,
we are required to report if we have identified any material misstatements in the Strategic Report and the Directors’ report, and in the information
referred to above in the Corporate Governance Statement. We have nothing to report in this respect.
ISAs (UK & Ireland) reporting
Under ISAs (UK & Ireland) we are required to report to you if, in our opinion:
Overview
–– information in the Annual Report is: We have no exceptions to report.
–– materially inconsistent with the information in the audited financial statements; or
–– apparently materially incorrect based on, or materially inconsistent with, our knowledge of the
Group and Company acquired in the course of performing our audit; or
–– otherwise misleading.
–– the statement given by the Directors on page 88, in accordance with provision C.1.1 of the We have no exceptions to report.
UK Corporate Governance Code (the ‘Code’), that they consider the Annual Report taken as a whole
to be fair, balanced and understandable and provides the information necessary for members
Strategy
to assess the Group’s and Company’s position and performance, business model and strategy
is materially inconsistent with our knowledge of the Group and Company acquired in the course
of performing our audit; and
–– the section of the Annual Report on pages 57 to 63, as required by provision C.3.8 of the Code, We have no exceptions to report.
describing the work of the Audit and Risk Committee does not appropriately address matters
communicated by us to the Audit and Risk Committee.
The Directors’ assessment of the prospects of the Group and of the principal risks that would threaten the solvency or liquidity
of the Group
Performance
Under ISAs (UK & Ireland) we are required to report to you if we have anything material to add or to
draw attention to in relation to:
–– the Directors’ confirmation on page 88 of the Annual Report, in accordance with provision C.2.1 We have nothing material to add or to
of the Code, that they have carried out a robust assessment of the principal risks facing the Group, draw attention to.
including those that would threaten its business model, future performance, solvency or liquidity;
–– the disclosures in the Annual Report that describe those risks and explain how they are being We have nothing material to add or to
managed or mitigated; and draw attention to.
–– the Directors’ explanation on page 34 of the Annual Report, in accordance with provision C.2.2 We have nothing material to add or to
of the Code, as to how they have assessed the prospects of the Group, over what period they have draw attention to.
done so and why they consider that period to be appropriate, and their statement as to whether
Governance
they have a reasonable expectation that the Group will be able to continue in operation and meet
its liabilities as they fall due over the period of their assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions.
Under the Listing Rules we are required to review the Directors’ statement of responsibility that they have carried out a robust assessment of the
principal risks facing the Group and the Directors’ statement of responsibility in relation to the longer-term viability of the Group. Our review was
substantially less in scope than an audit and only consisted of making inquiries and considering the Directors’ process supporting their statements;
checking that the statements are in alignment with the relevant provisions of the Code; and considering whether the statements are consistent with
the knowledge acquired by us in the course of performing our audit. We have nothing to report having performed our review.
Adequacy of accounting records and information and explanations received

Financials
Under the Companies Act 2006 we are required to report to you if, in our opinion:
–– we have not received all the information and explanations we require for our audit; or
–– adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not
visited by us; or
–– the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting
records and returns.
We have no exceptions to report arising from this responsibility.

Directors’ remuneration
Directors’ Remuneration Report – Companies Act 2006 opinion
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006.
Other Companies Act 2006 reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of Directors’ remuneration specified by law are
not made. We have no exceptions to report arising from this responsibility.
Corporate governance statement
Under the Companies Act 2006 we are required to report to you if, in our opinion, a Corporate governance statement has not been prepared by the
Company. We have no exceptions to report arising from this responsibility.
Under the Listing Rules we are required to review the part of the Corporate governance statement relating to ten further provisions of the Code.
We have nothing to report having performed our review.
Responsibilities for the financial statements and the audit

Our responsibilities and those of the Directors
As explained more fully in the Directors’ statement of responsibility set out on pages 88 and 89, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and ISAs (UK & Ireland).
Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16
of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose
or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What an audit of financial statements involves
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the
financial statements are free from material misstatement, whether caused by fraud or error.
This includes an assessment of:
–– whether the accounting policies are appropriate to the Group’s and the Company’s circumstances and have been consistently applied and
adequately disclosed;
–– the reasonableness of significant accounting estimates made by the Directors; and
–– the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the Directors’ judgements against available evidence, forming our own judgements,
and evaluating the disclosures in the financial statements.
We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis
for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.
In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial
statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired
by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the
implications for our report. With respect to the Strategic Report, Directors’ report and Corporate governance statement, we consider whether those
reports include the disclosures required by applicable legal requirements.
Andrew Kemp (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
16 May 2017
Notes:
1 The maintenance and integrity of the Vodafone Group Plc website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
2 Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
3 Note that the report set out above is included for the purposes of Vodafone Group Plc’s Annual Report for 2017 only and does not form part of Vodafone Group Plc’s Annual Report
on Form 20-F for 2017.
Consolidated income statement

for the years ended 31 March
Restated1 Restated1
2017 2016 2015
Note €m €m €m
Revenue 2 47,631 49,810 48,385
Cost of sales (34,576) (36,713) (35,073)
Gross profit 13,055 13,097 13,312
Overview
Selling and distribution expenses (4,349) (4,603) (4,181)
Administrative expenses (6,080) (6,379) (6,834)
Share of results of equity accounted associates and joint ventures 47 60 (78)
Impairment losses 4 – (569) –
Other income/(expense) 3 1,052 (286) (146)
Operating profit 3 3,725 1,320 2,073
Non-operating expense (1) (3) (23)
Investment income 5 474 539 1,083
Financing costs 5 (1,406) (2,046) (1,399)
Profit/(loss) before taxation 2,792 (190) 1,734
Strategy
Income tax (expense)/credit 6 (4,764) (4,937) 6,071
(Loss)/profit for the financial year from continuing operations (1,972) (5,127) 7,805
(Loss)/profit for the financial year from discontinued operations 7 (4,107) 5 (328)
(Loss)/profit for the financial year (6,079) (5,122) 7,477
Attributable to:
– Owners of the parent (6,297) (5,405) 7,279
– Non-controlling interests2 218 283 198
Performance
(Loss)/earnings per share
From continuing operations:
– Basic (7.83)c (20.27)c 28.72c
– Diluted (7.83)c (20.27)c 28.57c
Total Group:
– Basic 8 (22.51)c (20.25)c 27.48c
– Diluted 8 (22.51)c (20.25)c 27.33c
Notes:
1 See note 1 “Basis of preparation”.
2 Profit attributable to non-controlling interests solely derives from continuing operations.
Governance
Consolidated statement of comprehensive income
Restated1 Restated1
2017 2016 2015
Note €m €m €m
Other comprehensive income:
Items that may be reclassified to the income statement in subsequent years:
Gains/(losses) on revaluation of available-for-sale investments, net of tax 2 (3) 5
Foreign exchange translation differences, net of tax (1,201) (3,030) 3,681
Foreign exchange losses/(gains) transferred to the income statement – 282 (1)
Financials
Fair value losses/(gains) transferred to the income statement 4 – (11)

Other, net of tax 110 56 6
Total items that may be reclassified to the income statement in subsequent years (1,085) (2,695) 3,680
Items that will not be reclassified to the income statement in subsequent years:
Net actuarial (losses)/gains on defined benefit pension schemes, net of tax 26 (272) 174 (291)
Total items that will not be reclassified to the income statement in subsequent years (272) 174 (291)
Other comprehensive (expense)/income (1,357) (2,521) 3,389
Total comprehensive (expense)/income for the year (7,436) (7,643) 10,866
Attributable to:
– Owners of the parent (7,535) (7,579) 10,272
– Non-controlling interests 99 (64) 594
(7,436) (7,643) 10,866
Note:
Further details on items in the consolidated statement of comprehensive income can be found in the consolidated statement of changes in equity on page 101.
Consolidated statement of financial position

at 31 March
Restated1 Restated1
31 March 2017 31 March 2016 1 April 2015
Note €m €m €m
Non-current assets
Goodwill 10 26,808 28,238 30,524
Other intangible assets 10 19,412 30,326 28,989
Property, plant and equipment 11 30,204 35,515 36,806
Investments in associates and joint ventures 12 3,138 479 652
Other investments 13 3,459 4,631 5,197
Deferred tax assets 6 24,300 28,306 32,991
Post employment benefits 26 57 224 234
Trade and other receivables 15 4,569 5,793 6,729
111,947 133,512 142,122
Current assets
Inventory 14 576 716 667
Taxation recoverable 150 1,402 795
Trade and other receivables 15 9,861 11,561 11,141
Other investments 13 6,120 5,337 5,333
Cash and cash equivalents 20 8,835 12,922 9,521
25,542 31,938 27,457
Assets held for sale 7 17,195 3,657 –
Total assets 154,684 169,107 169,579
Equity
Called up share capital 18 4,796 4,796 5,246
Additional paid-in capital 151,808 151,694 161,801
Treasury shares (8,610) (8,777) (9,747)
Accumulated losses (105,851) (95,683) (85,882)
Accumulated other comprehensive income 30,057 31,295 20,092
Total attributable to owners of the parent 72,200 83,325 91,510
Non-controlling interests 1,525 1,817 2,207

Put options over non-controlling interests (6) (6) (9)
Total non-controlling interests 1,519 1,811 2,198
Total equity 73,719 85,136 93,708

Non-current liabilities
Long-term borrowings 21 34,523 37,089 31,039
Deferred tax liabilities 6 535 564 824
Post employment benefits 26 651 565 784
Provisions 17 1,130 1,619 1,497
Trade and other payables 16 1,737 1,899 1,748
38,576 41,736 35,892
Current liabilities
Short-term borrowings 21 12,051 20,260 17,463
Taxation liabilities 661 683 828
Provisions 17 1,049 958 1,061
Trade and other payables 16 16,834 19,896 20,627
30,595 41,797 39,979
Liabilities held for sale 7 11,794 438 –
Total equity and liabilities 154,684 169,107 169,579
Note:
The consolidated financial statements on pages 99 to 176 were approved by the Board of Directors and authorised for issue on 16 May 2017 and
were signed on its behalf by:

Vittorio Colao Nick Read
Chief Executive Chief Financial Officer
Consolidated statement of changes in equity

Equity
Additional Other comprehensive income share- Non-
Share paid-in Treasury Retained Currency Pensions Investment Revaluation holders’ controlling Total
capital2 capital3 shares losses reserve4 reserve reserve5 surplus6 Other7 funds interests equity
€m €m €m €m €m €m €m €m €m €m €m €m
1 April 2014 restated1 4,592 141,718 (8,703) (88,383) 35,892 (713) 59 1,227 45 85,734 1,187 86,921
Overview
Issue or reissue of shares – 2 180 (159) – – – – – 23 – 23
Share-based payments8 – 119 – – – – – – – 119 – 119
Transactions with non-controlling
interests in subsidiaries – – – (916) – – – – – (916) 742 (174)
Dividends – – – (3,712) – – – – – (3,712) (326) (4,038)
Comprehensive income – – – 7,279 3,284 (291) (6) – 6 10,272 594 10,866
Profit – – – 7,279 – – – – – 7,279 198 7,477
OCI – before tax – – – – 2,992 (369) 5 – 14 2,642 399 3,041
OCI – taxes – – – – 293 78 – – (8) 363 (3) 360
Transfer to the income
Strategy
statement – – – – (1) – (11) – – (12) – (12)
Other9 654 19,962 (1,224) 9 (19,411) – – – – (10) 1 (9)
31 March 2015 restated1 5,246 161,801 (9,747) (85,882) 19,765 (1,004) 53 1,227 51 91,510 2,198 93,708
Issue of mandatory convertible
bonds10 – 3,480 – – – – – – – 3,480 – 3,480
interests in subsidiaries – – – (44) – – – – – (44) (19) (63)
Performance
Dividends – – – (4,233) – – – – – (4,233) (332) (4,565)
Comprehensive expense – – – (5,405) (2,401) 174 (3) – 56 (7,579) (64) (7,643)
(Loss)/profit – – – (5,405) – – – – – (5,405) 283 (5,122)
OCI – before tax – – – – (2,535) 216 (4) – 75 (2,248) (343) (2,591)
OCI – taxes – – – – (148) (42) 1 – (19) (208) (4) (212)
statement – – – – 282 – – – – 282 – 282
Other9 (450) (13,750) 823 12 13,377 – – – – 12 28 40
31 March 2016 restated1 4,796 151,694 (8,777) (95,683) 30,741 (830) 50 1,227 107 83,325 1,811 85,136
Governance
interests in subsidiaries – – – (12) – – – – – (12) 17 5
Dividends – – – (3,709) – – – – – (3,709) (410) (4,119)
Comprehensive expense – – – (6,297) (1,082) (272) 6 – 110 (7,535) 99 (7,436)
(Loss)/profit – – – (6,297) – – – – – (6,297) 218 (6,079)
OCI – before tax – – – – (1,096) (274) 2 – 156 (1,212) (121) (1,333)
OCI – taxes – – – – 14 2 – – (46) (30) 2 (28)
statement – – – – – – 4 – – 4 – 4
Financials
Other – – – – – – – – – – 2 2
31 March 2017 4,796 151,808 (8,610) (105,851) 29,659 (1,102) 56 1,227 217 72,200 1,519 73,719
Notes:
2 See note 18 “Called up share capital”.
3 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.
4 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.
5 The investment reserve is used to record the cumulative fair value gains and losses on available-for-sale financial assets. The cumulative gains and losses are recycled to the income statement
on disposal of the assets.
6 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.

7 Includes the impact of the Group’s cash flow hedges with €787 million net gain deferred to other comprehensive income during the year (2016: €337 million net gain; 2015: €768 million net
gain) and €654 million net gain (2016: €294 million net gain; 2015: €821 million net gain) recycled to the income statement.
8 Includes €9 million tax credit (2016: €5 million credit; 2015: €9 million credit).
9 Includes amounts relating to foreign translation differences arising on the retranslation of reserves due to the change in the Group’s presentation currency.
10 Includes the equity component of mandatory convertible bonds which were compound instruments issued in the year ended 31 March 2016.
Consolidated statement of cash flows

Restated1 Restated1
2017 2016 2015
Note €m €m €m
Inflow from operating activities 19 14,223 14,336 12,668
Cash flows from investing activities
Purchase of interests in subsidiaries, net of cash acquired 28 (28) (57) (3,906)
Purchase of interests in associates and joint ventures 28 499 (3) (107)
Purchase of intangible assets 10 (2,576) (5,618) (2,813)
Purchase of property, plant and equipment 11 (6,285) (8,265) (7,324)
Purchase of investments 13 (2,219) (106) (258)
Disposal of interests in subsidiaries, net of cash disposed 2 – –
Disposal of interests in associates and joint ventures 4 – 29
Disposal of property, plant and equipment 11 43 164 191
Disposal of investments 3,597 1,888 1,107
Dividends received from associates and joint ventures 433 92 732
Interest received 434 342 288
Cash flows from discontinued operations (2,327) (2,308) (1,173)
Outflow from investing activities (8,423) (13,871) (13,234)
Cash flows from financing activities

Issue of ordinary share capital and reissue of treasury shares 18 25 25 31
Net movement in short-term borrowings 1,293 (11) 5,578
Proceeds from issue of long-term borrowings 7,326 9,157 2,992
Repayment of borrowings (9,267) (3,784) (5,008)
Issue of subordinated mandatory convertible bonds – 3,480 –
Equity dividends paid 9 (3,714) (4,188) (3,758)
Dividends paid to non-controlling shareholders in subsidiaries (413) (309) (310)
Other transactions with non-controlling shareholders in subsidiaries 5 (67) (867)
Other movements in loans with associates and joint ventures 70 (31) (68)
Interest paid (1,264) (1,324) (1,556)
Cash flows from discontinued operations (3,157) 1,134 (196)
(Outflow)/inflow from financing activities (9,096) 4,082 (3,162)
Net cash (outflow)/inflow (3,296) 4,547 (3,728)
Cash and cash equivalents at beginning of the financial year 20 12,911 9,492 12,245
Exchange (loss)/gain on cash and cash equivalents (313) (1,128) 975
Cash and cash equivalents at end of the financial year 20 9,302 12,911 9,492
Note:
Notes to the consolidated financial statements
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
Overview
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 International Financial Reporting Standards (‘IFRS’) as issued by the
International Accounting Standards Board (‘IASB’) and are also prepared in accordance with IFRS adopted by the European Union (‘EU’),
the Companies Act 2006 and Article 4 of the EU IAS Regulations. The consolidated financial statements are prepared on a going concern basis.
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
Strategy
amounts of revenue and expenses during the reporting period. A discussion on the Group’s critical accounting judgements and key sources
of estimation uncertainty is detailed below. 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; they are recognised in the period of the revision and future periods if the revision affects both current and future periods.
With effect from 1 April 2016, the Group’s presentation currency changed from sterling to the euro to better align with the geographic split of the
Group’s operations and the Group reclassified €580 million from goodwill to investments in associates and joint ventures in respect of Indus Towers
within the consolidated statement of financial position to align with the Group’s cash-generating unit classifications. Prior periods, including the
amounts presented for the years ended 31 March 2016 and 31 March 2015, together with all disclosed alternative performance measures, have
been restated into euros using closing rates at the relevant balance sheet date for assets, liabilities, share capital, share premium and other capital
reserves and the income statement has been restated at the average rate for the comparative period or the spot rate for significant transactions.
Performance
The results of Vodafone India are presented in results from discontinued operations in the current and prior periods and its assets and liabilities
reported in assets and liabilities held for sale, respectively, at 31 March 2017.
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 in respect of items where the choice of specific policy, accounting estimate or assumption to be followed could
materially affect the Group’s reported financial position, results or cash flows; it may later be determined that a different choice may have been
more appropriate.
Management has identified accounting judgements and estimates relating to revenue recognition, taxation, business combinations and goodwill,
Governance
joint arrangements, finite lived intangible assets, property, plant and equipment, post employment benefits, provisions and contingent liabilities and
impairment that it considers to be critical due to their impact on the Group’s financial statements. These critical accounting judgements, estimates
and related disclosures have been discussed with the Company’s Audit and Risk Committee.
Critical accounting judgements and key sources of estimation uncertainty

Revenue recognition
Arrangements with multiple deliverables
In revenue arrangements where more than one good or service is provided to the customer, customer consideration is allocated between the goods
and services using relative fair value principles. The fair values determined for deliverables may impact the timing of the recognition of revenue.
Determining the fair value of each deliverable can require complex estimates. The Group generally determines the fair value of individual elements
Financials
based on prices at which the deliverable is regularly sold on a stand-alone basis after considering any appropriate volume discounts.
Gross versus net presentation
When the Group sells goods or services as a principal, income and payments to suppliers are reported on a gross basis in revenue and operating
costs. If the Group sells goods or services as an agent, revenue and payments to suppliers are recorded in revenue on a net basis, representing the
margin earned. 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 but do not impact reported assets, liabilities or cash flows.
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 where the tax impact is 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.
Provisions are recognised 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. Provisions are measured using management’s estimate of the
most likely outcome. The final resolution of uncertain tax positions may give rise to material profits, losses and/or cash flows. Resolving tax issues can
take many years as it is not always within the control of the Group and often depends on the efficiency of legal processes in the relevant tax jurisdiction.
Notes to the consolidated financial statements (continued)
1. Basis of preparation (continued)
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, Spain and India and 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.
Judgement is required when determining probable future taxable profits. 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 “Impairment reviews” below).
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.
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.
On transition to IFRS the Group elected not to apply IFRS 3 “Business combinations” retrospectively as the difficulty in applying these requirements
to business combinations completed by the Group between incorporation and 1 April 2004 exceeded any potential benefits. Goodwill recorded
before the date of transition to IFRS amounted to €117,775 million. If the Group had elected to apply IFRS 3 retrospectively it may have led
to an increase or decrease in goodwill, licences, customer bases, brands and related deferred tax liabilities recognised on acquisition.
See note 28 “Acquisitions and disposals” to the consolidated financial statements for further details.
Joint arrangements
The Group participates in a number of joint arrangements where control of the arrangement is shared with one or more other parties. A joint
arrangement is classified as a joint operation or as a joint venture; depending on management’s assessment of the legal form and substance of the
arrangement, which may require the use of judgement.
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.
The determination of gains or losses arising from the contribution or sale of a subsidiary as part of the formation of a joint arrangement requires
management to make significant estimates to determine the present value of future cash flows to be generated by the joint arrangement in order
to determine the fair value of non-cash consideration received.
Finite lived intangible assets
Other intangible assets include amounts spent by the Group acquiring licences and spectrum, customer bases and brands 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. Reducing the useful life will increase the amortisation charge in the consolidated income statement. Useful lives are
periodically reviewed to ensure that they remain appropriate. The basis for determining the useful life for the most significant categories of intangible
assets is discussed below.
Licence and spectrum fees
The estimated useful life is generally the term of the licence unless there is a presumption of renewal at negligible cost; this is adjusted if necessary,
for example taking into account the impact of any expected changes in technology.
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 19.5% (2016: 21.0%) of the Group’s total assets; estimates and assumptions made may have a material
Overview
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.
Increasing an asset’s expected life or residual value would result in a reduced depreciation charge in the consolidated income statement.
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. The useful life of network infrastructure is assumed not to exceed
the duration of related operating licences unless there is a reasonable expectation of renewal or an alternative future use for the asset.
Post employment benefits
Strategy
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 26
“Post employment benefits” to the consolidated financial statements.
Provisions and contingent liabilities
The Group exercises judgement in measuring and recognising provisions and the exposures to contingent liabilities related to pending litigation
or other outstanding claims subject to negotiated settlement, mediation, arbitration or government regulation, as well as other contingent liabilities
(see note 30 “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, and estimates are required to determine the possible range of any financial settlement.
The inherent uncertainty of such matters means that actual losses may materially differ from estimates.
Performance
Impairment reviews
IFRS requires management to perform impairment tests annually for indefinite lived assets and, for finite lived assets, if events or changes
in circumstances indicate that their carrying amounts may not be recoverable.
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 EBITDA, 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
Governance
–– appropriate discount rates to reflect the risks involved.
Management prepares formal five year forecasts for the Group’s operations, which are used to estimate their value in use. In certain developing
markets ten year forecasts are used if it is considered that the fifth year of a forecast is not indicative of expected long-term future performance
as operations may not have reached maturity.
For operations where five year forecasts are used for the Group’s value in use calculations, a long-term growth rate into perpetuity has been
determined as the lower of:
–– the nominal GDP growth rates for the country of operation; and
–– the long-term compound annual growth rate in adjusted EBITDA in years six to ten estimated by management. 
Financials
For operations where ten year forecasts are used for the Group’s value in use calculations, a long-term growth rate into perpetuity has been:
–– the nominal GDP growth rates for the country of operation; and
–– the compound annual growth rate in adjusted EBITDA in years nine to ten of the management plan.  
Changing the assumptions selected by management, in particular the discount rate and growth rate assumptions used in the cash flow projections,
could significantly affect the Group’s impairment evaluation and hence reported assets and profits or losses. Further details, including a sensitivity
analysis, are included in note 4 “Impairment losses” to the consolidated financial statements.
For discontinued operations, impairment testing requires management 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 have 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.
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 33
“Related undertakings” to the consolidated financial statements) and joint operations that are subject to joint control (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 became the Company’s functional currency on 1 April 2016 as the primary
currency in which the Company’s financing activities and investment returns are denominated. 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.
Similarly, with effect from 1 April 2016, the Group’s presentation currency was changed from sterling to euro to better align with the geographic split
of the Group’s operations. Amounts presented for the years ended 31 March 2016 and 31 March 2015 have been translated into euros using closing
rates at the relevant balance sheet date for amounts recorded in the consolidated statement of financial position and consolidated statement
of changes in equity and average rates for the relevant year for amounts reported in the consolidated income statement, consolidated statement
of comprehensive income and consolidated statement of cash flows.
The change of presentation and functional currency has not changed either the Group’s or the Company’s foreign exchange management strategy.
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 classified as available-for-sale are analysed between translation
differences and other changes in the carrying amount of the security. Translation differences are recognised in the income statement and other
changes in carrying amount are recognised in the consolidated statement of comprehensive income.
Translation differences on non-monetary financial assets, such as investments in equity securities classified as available-for-sale, 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. Income and expense items and cash flows are translated at the
average exchange rates for the period and exchange differences arising are recognised directly in 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.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and
translated accordingly.
In respect of all foreign operations, any exchange differences that have arisen before 1 April 2004, the date of transition to IFRS, are deemed to be nil
and will be excluded from the determination of any subsequent profit or loss on disposal.
The net foreign exchange loss recognised in the consolidated income statement for the year ended 31 March 2017 is €637 million (31 March
2016: €1,141 million loss; 2015: €261 million gain). The net gains and net losses are recorded within operating profit (2017: €133 million charge;
2016: €24 million credit; 2015: €8 million charge), other income and expense and non-operating income and expense (2017: €nil; 2016: €282 million
charge; 2015: €1 million credit), investment and financing income (2017: €505 million charge; 2016: €872 million charge; 2015: €263 million credit)
and income tax expense (2017: €1 million credit; 2016: €11 million charge; 2015: €5 million credit). The foreign exchange gains and losses included
within other income and expense and non-operating income and expense arise on the disposal of interests in joint ventures, associates and
investments from the recycling of foreign exchange gains previously recorded in the consolidated statement of comprehensive income.
New accounting pronouncements adopted on 1 April 2016

On 1 April 2016 the Group adopted the following new accounting policies to comply with amendments to IFRS. The accounting pronouncements,
none of which is considered by the Group as significant on adoption, are:
–– Amendments to IAS 1 “Disclosure Initiative”;
–– Amendments to IAS 16 and IAS 38 “Clarification of Acceptable Methods of Depreciation and Amortisation”; Amendments to IFRS 11 “Accounting
for Acquisitions of Interests in Joint Operations”; and
–– “Improvements to IFRS: 2012-2014 cycle”.
New accounting pronouncements to be adopted on 1 April 2017

The following pronouncements which are potentially relevant to the Group have been issued by the IASB are effective for annual periods beginning
on or after 1 January 2017 and which have not yet been endorsed by the EU:
–– Amendments to IAS 12 “Recognition of Deferred Tax Assets for Unrealised Losses”;
Overview
–– Amendments to IAS 7 “Disclosure Initiative”; which requires additional disclosures of changes in liabilities arising from financing activities; and
–– Amendments to IFRS 12 “Disclosure of Interests in other entities” (part of “Improvements to IFRS 2014-2016 Cycle”).
The Group’s financial reporting will be presented in accordance with the new standards above, which are not expected to have a material impact
on the consolidated results, financial position or cash flows of the Group, from 1 April 2017.
New accounting pronouncements to be adopted on or after 1 April 2018

The following pronouncements which are potentially relevant to the Group have been issued by the IASB are effective for annual periods beginning
on 1 January 2018 and which have not yet been endorsed by the EU:
Strategy
–– Amendments to IFRS 2 “Classification and Measurement of Share-based Payment Transactions”;
–– Amendments to IFRS 4 “Applying IFRS 9 Financial Instruments with IFRS 4 Insurance Contracts”;
–– Amendment to IAS 28 “Investments in Associates and Joint Ventures” (part of “Improvements to IFRS 2014-2016 Cycle”); and
–– IFRIC 22 “Foreign Currency Transactions and Advance Consideration”.
The Group’s financial reporting will be presented in accordance with the new standards above, which are not expected to have a material impact
on the consolidated results, financial position or cash flows of the Group, from 1 April 2018.
In addition, the Group will adopt the following standards, which have been issued by the IASB:
Performance
–– On 1 April 2018 the Group will adopt IFRS 15 “Revenue from Contracts with Customers” and IFRS 9 “Financial Instruments” which are effective for
accounting periods on or after 1 January 2018 and which have been endorsed by the EU.
–– On 1 April 2019 the Group will adopt IFRS 16 “Leases”, which has not yet been endorsed by the EU and is effective for accounting periods
beginning on or before 1 January 2019.
IFRS 9, IFRS 15 and IFRS 16 are significant new standards, the impacts of which on the Group’s financial reporting are currently being assessed.
IFRS 9 “Financial Instruments”
IFRS 9 “Financial Instruments” was issued in July 2014 to replace IAS 39 “Financial Instruments: Recognition and Measurement” and has been
endorsed by the EU. The standard is effective for accounting periods beginning on or after 1 January 2018 and will be adopted by the Group
on 1 April 2018.
Governance
IFRS 9 will impact the classification and measurement of the Group’s financial instruments and will require certain additional disclosures.
The primary changes relate to the assessment of hedging arrangements and provisioning for potential future credit losses on financial assets;
the Group is continuing to analyse the impact of these changes which are not currently considered likely to have any major impact on the
Group’s current accounting treatment or hedging activities.
IFRS 15 “Revenue from Contracts with Customers”
IFRS 15 “Revenue from Contracts with Customers”, which has been endorsed by the EU, was issued in May 2014 and subsequent amendments,
“Clarifications to IFRS 15”, which have not yet been endorsed by the EU, were issued in April 2016. IFRS 15, as amended, is effective for accounting
periods beginning on or after 1 January 2018. IFRS 15 sets out the requirements for recognising revenue and costs from contracts with customers
and includes extensive disclosure requirements; it will have a material impact on the Group’s reporting of revenue and costs as follows:
–– IFRS 15 will require the Group to identify deliverables in contracts with customers that qualify as separate “performance obligations”.
Financials
The performance obligations identified will depend on the nature of individual customer contracts, but might typically be identified for mobile
handsets, other equipment provided to customers and for services provided to customers such as mobile and fixed line communications
services. The transaction price receivable from customers must be allocated between the Group’s performance obligations under the
contracts on a relative stand-alone selling price basis. Revenue will then be recognised either at a point in time or over time when the respective
performance obligations in a contract are delivered to the customer. Stand-alone selling prices will be based on observable sales prices; however,
where stand-alone selling prices are not directly observable, estimates of stand-alone selling prices will be required which will maximise the use
of observable inputs
–– Currently revenue allocated to deliverables is restricted to the amount that is receivable without the delivery of additional goods or services;
this restriction will no longer be applied under IFRS 15. The primary impact on revenue reporting will be that when the Group sells subsidised
devices together with airtime service agreements to customers, revenue allocated to equipment and recognised at contract inception, when
control of the device typically passes to the customer, will increase and revenue subsequently recognised as services are delivered during the
contract period will reduce. Where additional up-front unbilled revenue is recorded for the sale of devices, this will be reflected in the consolidated
statement of financial position as a contract asset.
–– Under IFRS 15, certain incremental costs incurred in acquiring a contract with a customer will be deferred on the consolidated statement
of financial position and amortised as revenue is recognised under the related contract; this will generally lead to the later recognition of charges
for some commissions payable to third party dealers and employees.
–– Certain costs incurred in fulfilling customer contracts will be deferred on the consolidated statement of financial position under IFRS 15
and recognised as related revenue is recognised under the contract. Such deferred costs are likely to relate to the provision of deliverables
to customers that do not qualify as performance obligations and for which revenue is not recognised; currently such costs are generally expensed
as incurred.
The impact of the changes above on the Group’s reportable segments will depend largely on the extent to which customers receive discounted
goods or services, such as mobile handsets, when they enter into airtime service agreements with the Group in the relevant markets. The combined
impact of the changes is expected to increase the gross profit, or reduce the gross loss, recorded at inception on many customer contracts; in such
cases, this will typically reduce the gross profit reported during the remainder of the contract; however, these timing differences will not impact the
total gross profit reported for a customer contract over the contract term.
The transactions impacted by IFRS 15 are high in volume, value and complexity, therefore the Group is continuing to assess the impact of these
and other accounting changes that will arise under IFRS 15 and cannot reasonably estimate the impact; however, the changes highlighted above
will have a material impact on the consolidated income statement and consolidated statement of financial position after the Group adopts
IFRS 15 on 1 April 2018. The Group expects to be in a position to estimate the impact of IFRS 15 early in the first quarter of the year commencing
1 April 2018.
When IFRS 15 is adopted, it can be applied either on a fully retrospective basis, requiring the restatement of the comparative periods presented
in the financial statements, or with the cumulative retrospective impact of IFRS 15 applied as an adjustment to equity on the date of adoption; when
the latter approach is applied it is necessary to disclose the impact of IFRS 15 on each line item in the financial statements in the reporting period.
The Group will reflect the cumulative impact of IFRS 15 in equity on the date of adoption.
IFRS 16 “Leases”
IFRS 16 “Leases” was issued in January 2016 to replace IAS 17 “Leases”. The standard is effective for accounting periods beginning on or after
1 January 2019 and will be adopted by the Group on 1 April 2019. IFRS 16 has not yet been adopted by the EU.
IFRS 16 will primarily change lease accounting for lessees; lease agreements will give rise to the recognition of an asset representing the right to use
the leased item and a loan obligation for future lease payables. Lease costs will be recognised in the form of depreciation of the right to use asset
and interest on the lease liability. Lessee accounting under IFRS 16 will be similar in many respects to existing IAS 17 accounting for finance leases,
but will be substantively different to existing accounting for operating leases where rental charges are currently recognised on a straight-line basis
and no lease asset or lease loan obligation is recognised.
Lessor accounting under IFRS 16 is similar to existing IAS 17 accounting and is not expected to have a material impact for the Group.
The Group is assessing the impact of the accounting changes that will arise under IFRS 16; however, the following changes to lessee accounting will
have a material impact as follows:
–– Right-of-use assets will be recorded for assets that are leased by the Group; currently no lease assets are included on the Group’s consolidated
statement of financial position for operating leases.
–– Liabilities will be recorded for future lease payments in the Group’s consolidated statement of financial position for the “reasonably certain” period
of the lease, which may include future lease periods for which the Group has extension options. Currently liabilities are generally not recorded
for future operating lease payments, which are disclosed as commitments. The amount of lease liabilities will not equal the lease commitments
reported on 31 March 2019, but may not be dissimilar.
–– Lease expenses will be for depreciation of right-of-use assets and interest on lease liabilities; interest will typically be higher in the early
stages of a lease and reduce over the term. Currently operating lease rentals are expensed on a straight-line basis over the lease term within
operating expenses.
–– Operating lease cash flows are currently included within operating cash flows in the consolidated statement of cash flows; under IFRS 16 these
will be recorded as cash flows from financing activities reflecting the repayment of lease liabilities (borrowings) and related interest.
A high volume of transactions will be impacted by IFRS 16 and material judgements are required in identifying and accounting for leases. Therefore,
the Group is continuing to assess the impact of these and other accounting changes that will arise under IFRS 16 and cannot reasonably estimate
the impact; however, the changes highlighted above will have a material impact on the consolidated income statement, consolidated statement
of financial position and consolidated statement of cash flows after the Group’s adoption on 1 April 2019.
When IFRS 16 is adopted, it can be applied either on a fully retrospective basis, requiring the restatement of the comparative periods presented
in the financial statements, or with the cumulative retrospective impact of IFRS 16 applied as an adjustment to equity on the date of adoption; when
the latter approach is applied it is necessary to disclose the impact of IFRS 16 on each line item in the financial statements in the reporting period.
Depending on the adoption method that is utilised, certain practical expedients may be applied on adoption. The Group has not yet determined
which adoption method will be adopted or which expedients will be applied on adoption.
2. Segmental analysis
The Group’s businesses are managed on a geographical basis. Selected financial data is presented on this
basis below.
Overview
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 a single group of related services and products,
being the supply of communications services and products. Revenue is attributed to a country or region based on the location of the Group
company reporting the revenue. Transactions between operating segments are charged at arm’s-length prices.
Segment information is provided on the basis of geographic areas, being the basis on which the Group manages its worldwide interests, with each
country in which the Group operates treated as an operating segment. The aggregation of operating segments into the Europe and AMAP regions
reflects, in the opinion of management, the similar economic characteristics within each of those regions as well the similar products and services
offered and supplied, classes of customers and the regulatory environment. In the case of the Europe region this largely reflects membership
of the European Union, while for the AMAP region this largely includes emerging and developing economies that are in the process of rapid growth
and industrialisation.
Strategy
Certain financial information is provided separately within the Europe region for Germany, Italy, the UK and Spain, and within the AMAP region for
India and Vodacom, as these operating segments are individually material for the Group. The segmental revenue and profit of India are included
in discontinued operations for all years reported and segmental assets and cash flows are included in assets and liabilities held for sale at 31 March
2017. See note 7 “Discontinued operations and assets held for resale” for details.
Accounting policies
Revenue
Revenue is recognised to the extent the Group has delivered goods or rendered services under an agreement, the amount of revenue can
be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Group. Revenue is measured at the
fair value of the consideration receivable, exclusive of sales taxes and discounts.
Performance
The Group principally obtains revenue from providing mobile and fixed telecommunication services including: access charges, voice and video calls,
messaging, interconnect fees, fixed and mobile broadband and related services such as providing televisual and music content, connection fees and
equipment sales. Products and services may be sold separately or in bundled packages.
Revenue for access charges, voice and video calls, messaging and fixed and mobile broadband provided to contract customers is recognised
as services are performed, with unbilled revenue resulting from services already provided accrued at the end of each period and unearned revenue
from services to be provided in future periods deferred. Revenue from the sale of prepaid credit is deferred until such time as the customer uses the
airtime, or the credit expires.
Revenue from interconnect fees is recognised at the time the services are performed.
Revenue for the provision of televisual and music content is recognised when or as the Group performs the related service and, depending on the
nature of the service, is recognised either at the gross amount billed to the customer or the amount receivable by the Group as commission for
Governance
facilitating the service.
Customer connection revenue is recognised together with the related equipment revenue to the extent that the aggregate equipment and
connection revenue does not exceed the fair value of the equipment delivered to the customer. Any customer connection revenue not recognised,
together with any related excess equipment revenue, is deferred and recognised over the period in which services are expected to be provided
to the customer.
Revenue for device sales is recognised when the device is delivered to the end customer and the significant risks and rewards of ownership have
transferred. For device sales made to intermediaries, revenue is recognised if the significant risks associated with the device are transferred to the
intermediary and the intermediary has no general right to return the device to receive a refund. If the significant risks are not transferred, revenue
recognition is deferred until sale of the device to an end customer by the intermediary or the expiry of any right of return.
Financials
In revenue arrangements including more than one deliverable, the arrangements are divided into separate units of accounting. Deliverables are
considered separate units of accounting if the following two conditions are met: (i) the deliverable has value to the customer on a stand-alone basis
and (ii) there is evidence of the fair value of the item. The arrangement consideration is allocated to each separate unit of accounting based on its
relative fair value. Revenue allocated to deliverables is restricted to the amount that is receivable without the delivery of additional goods or services.
This restriction typically applies to revenue recognised for devices provided to customers, including handsets.
Commissions
Intermediaries are given cash incentives by the Group to connect new customers and upgrade existing customers.
For intermediaries who do not purchase products and services from the Group, such cash incentives are accounted for as an expense. Such cash
incentives to other intermediaries are also accounted for as an expense if:
–– the Group receives an identifiable benefit in exchange for the cash incentive that is separable from sales transactions to that intermediary; and
–– the Group can reliably estimate the fair value of that benefit.
Cash incentives that do not meet these criteria are recognised as a reduction of the related revenue.
2. Segmental analysis (continued)
Segmental revenue and profit

Segment Intra-region Regional Inter-region Group Adjusted
revenue revenue revenue revenue revenue EBITDA
€m €m €m €m €m €m
31 March 2017
Germany 10,600 (32) 10,568 (21) 10,547 3,617
Italy 6,101 (30) 6,071 (1) 6,070 2,229
UK 6,925 (23) 6,902 (6) 6,896 1,212
Spain 4,973 (37) 4,936 (1) 4,935 1,360
Other Europe 6,128 (55) 6,073 (5) 6,068 1,865
Europe 34,727 (177) 34,550 (34) 34,516 10,283
Vodacom 5,294 – 5,294 – 5,294 2,063
Other AMAP 6,479 – 6,479 (14) 6,465 1,791
AMAP 11,773 – 11,773 (14) 11,759 3,854
Common Functions 1,390 – 1,390 (34) 1,356 12
Group 47,890 (177) 47,713 (82) 47,631 14,149
31 March 2016 restated

Germany 10,626 (36) 10,590 (9) 10,581 3,462
Italy 6,008 (22) 5,986 (1) 5,985 2,015
UK 8,428 (18) 8,410 (9) 8,401 1,756
Spain 4,959 (27) 4,932 (2) 4,930 1,250
Other Europe 6,599 (55) 6,544 (4) 6,540 2,002
Europe 36,620 (158) 36,462 (25) 36,437 10,485
Vodacom1 5,325 – 5,325 – 5,325 2,028
Other AMAP 6,566 – 6,566 (20) 6,546 1,678
AMAP 11,891 – 11,891 (20) 11,871 3,706
Common Functions 1,567 – 1,567 (65) 1,502 (36)
Group 50,078 (158) 49,920 (110) 49,810 14,155

Germany 10,677 (22) 10,655 (27) 10,628 3,390
Italy 5,844 (16) 5,828 (1) 5,827 1,956
UK 7,916 (16) 7,900 (3) 7,897 1,724
Spain 4,615 (23) 4,592 (2) 4,590 1,003
Other Europe 6,360 (39) 6,321 (2) 6,319 2,004
Europe 35,412 (116) 35,296 (35) 35,261 10,077
Vodacom 5,539 – 5,539 – 5,539 1,949
Other AMAP 6,061 – 6,061 (14) 6,047 1,635
AMAP 11,600 – 11,600 (14) 11,586 3,584
Common Functions 1,595 – 1,595 (57) 1,538 41
Group 48,607 (116) 48,491 (106) 48,385 13,702
Note:
1 With effect from 1 April 2015, Vodacom changed its accounting for the acquisition of handsets by certain customers through Vodacom SA’s indirect distribution channels. This had the effect
of reducing equipment revenue and decreasing direct expenses, with no impact on profits or cash flows. The impact on the year ended 31 March 2015 is not material.
Total revenue recorded in respect of the sale of goods for the year ended 31 March 2017 was €4,029 million (2016: €4,472 million,
2015: €4,101 million).
The Group’s measure of segment profit, adjusted EBITDA, excludes depreciation, amortisation, impairment loss, restructuring costs, loss on disposal
of fixed assets, the Group’s share of results in associates and joint ventures and other income and expense. A reconciliation of adjusted EBITDA
to operating profit is shown overleaf. For a reconciliation of operating profit to profit for the financial year, see the consolidated income statement
on page 99.
Restated Restated
2017 2016 2015
€m €m €m
Adjusted EBITDA 14,149 14,155 13,702
Depreciation, amortisation and loss on disposal of fixed assets (10,179) (10,386) (9,584)
Overview
Share of results in equity accounted associates and joint ventures 164 60 (78)
Adjusted operating profit 4,134 3,829 4,040
Impairment losses – (569) –
Restructuring costs (415) (316) (204)
Amortisation of acquired customer based and brand intangible assets (1,046) (1,338) (1,617)
Other income/(expense) 1,052 (286) (146)
Operating profit 3,725 1,320 2,073
Segmental assets and cash flow

Other Depreciation Restated
Strategy
Non-current Capital expenditure on and Operating
assets1 expenditure2 intangible assets amortisation Impairment loss free cash flow3
€m €m €m €m €m €m
31 March 2017
Germany 26,694 1,671 – 3,320 – 1,749
Italy 9,157 793 2 1,603 – 1,161
UK 8,210 950 – 1,768 – 57
Spain 11,035 746 – 1,378 – 344
Other Europe 7,574 878 38 1,088 – 619
Europe 62,670 5,038 40 9,157 – 3,930
India – – – – – –
Performance
Vodacom 6,039 736 2 738 – 1,347
Other AMAP 5,778 795 317 1,153 – 947
AMAP 11,817 1,531 319 1,891 – 2,294
Common Functions 1,937 915 – 38 – (597)
Group 76,424 7,484 359 11,086 – 5,627
Germany 28,210 2,362 2,081 3,330 – 866
Italy 9,799 1,516 232 1,668 – 496
UK 9,496 1,210 141 1,902 – 334
Governance
Spain 11,569 1,178 491 1,446 – (149)
Other Europe 7,568 1,372 8 1,371 (569) 546
Europe 66,642 7,638 2,953 9,717 (569) 2,093
India 13,474 1,102 3,751 – – –
Vodacom 5,290 847 23 725 – 1,071
Other AMAP 6,806 1,173 814 1,170 – 503
AMAP 25,570 3,122 4,588 1,895 – 1,574
Common Functions 1,867 901 – 85 – (459)
Group 94,079 11,661 7,541 11,697 (569) 3,208
Financials
Germany 27,008 2,559 4 3,275 – 1,282

Italy 9,599 1,428 120 1,698 – 708
UK 10,735 1,271 19 1,743 – 251
Spain 11,282 1,110 1 1,220 – (45)
Other Europe 11,327 1,391 245 1,298 – 696
Europe 69,951 7,759 389 9,234 – 2,892
India 11,241 1,144 177 – – –
Vodacom 6,520 960 3 723 – 1,002
Other AMAP 6,799 1,182 43 1,147 – 531

AMAP 24,560 3,286 223 1,870 – 1,533
Common Functions 1,808 809 2 4 – (993)
Group 96,319 11,854 614 11,108 – 3,432
Notes:
1 Comprises goodwill, other intangible assets and property, plant and equipment.
2 Includes additions to property, plant and equipment and computer software, reported within intangibles. Excludes licences and spectrum additions.
3 The Group’s measure of segment cash flow is reconciled to the closest equivalent GAAP measure cash generated by operations, on page 206.
3. Operating profit
Detailed below are the key amounts recognised in arriving at our operating profit
Restated Restated
2017 2016 2015
€m €m €m
Net foreign exchange losses/(gains)1 133 (24) 8
Depreciation of property, plant and equipment (note 11):
Owned assets 6,253 6,333 5,754
Leased assets 12 45 25
Amortisation of intangible assets (note 10) 4,821 5,319 5,329
Impairment of goodwill in subsidiaries, associates and joint arrangements (note 4) – 569 –
Staff costs (note 25) 5,519 5,804 5,171
Operating lease rentals payable 3,976 2,464 2,376
Loss on disposal of property, plant and equipment and intangible assets 22 27 93
Own costs capitalised attributable to the construction or acquisition of property, plant and equipment (800) (764) (701)
Net gain on formation of VodafoneZiggo (note 28)2 (1,275) – –
Notes:
1 Includes €127 million reported in other income and expense in the consolidated income statement.
2 Reported in other income and expense in the consolidated income statement.
The total remuneration of the Group’s auditor, PricewaterhouseCoopers LLP and other member firms of PricewaterhouseCoopers International
Limited, for services provided to the Group during the year ended 31 March 2017 is analysed below.
Restated Restated
2017 2016 2015
€m €m €m
Parent company 2 2 2
Subsidiaries 14 13 13
Audit fees: 16 15 15
Audit-related fees1 4 2 1
Other assurance services2 – – 1
Tax fees2 – – 3
Non-audit fees: 4 2 5
Total fees 20 17 20
Notes:
1 Relates to fees for statutory and regulatory filings. The increase in the amount for the year ended 31 March 2017 primarily arose from work on regulatory filings prepared in anticipation
of a potential IPO of Vodafone India that was under consideration prior to the agreement for the merger of Vodafone India and Idea Cellular.
2 At the time of the Board decision to recommend PricewaterhouseCoopers LLP as the statutory auditor for the year ended 31 March 2015 in February 2014, PricewaterhouseCoopers LLP were
providing a range of services to the Group. All services that were prohibited by the Securities and Exchange Commission (‘SEC’) for a statutory auditor to provide, ceased by 31 March 2014.
All engagements that are not prohibited by the SEC, but would not have met the Group’s own internal approval policy for non-audit services, ceased by 30 June 2014 to enable a transition
to alternative suppliers, where required. These services had a value of approximately €3 million through to completion and are included in the table above.
A description of the work performed by the Audit and Risk Committee in order to safeguard auditor independence when non-audit services are
provided is set out in the Audit and Risk Committee report on pages 57 to 63.
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
Overview
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. 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.
Strategy
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.
The Group prepares and approves formal five year management plans for its operations, which are used in the value in use calculations. In certain
developing markets the fifth year of the management plan may not be indicative of the long-term future performance as operations may not have
reached maturity. For these operations, the Group may extend the plan data for an additional five year period.
Property, plant and equipment and finite lived intangible assets
At each reporting period date, the Group reviews the carrying amounts of its property, plant and equipment and finite lived intangible assets
to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable
Performance
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 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
Governance
in respect of goodwill are stated below. The impairment losses were based on value in use calculations.
Restated Restated
2017 2016 2015
Cash-generating unit Reportable segment €m €m €m
Romania Other Europe – 569 –
– 569 –
In addition to the impairment losses above, in the first half of the 2017 financial year, the Group recorded a non-cash impairment of €6.4 billion,
relating to our Indian business. This was driven by lower projected cash flows within our business plan as a result of increased competition in the
market. Impairment testing at 31 March 2017, following the announcement of the merger of Vodafone India with Idea Cellular, gave rise to a partial
reversal of that impairment. As a result, the Group recorded an overall impairment loss of €4,515 million (2016: €nil, 2015: €nil) in respect of the
fair value of Group’s investment in India which, together with the recognition of an associated €840 million deferred tax assets, led to an overall
Financials
€3,675 million reduction in the carrying value of Vodafone India, the results of which are included discontinued operations. See note 7 “Discontinued
operations and assets held for resale” for further details.
Goodwill
The remaining carrying value of goodwill at 31 March was as follows:
Restated
2017 2016
€m €m
Germany 12,479 12,479
Italy 3,654 3,654
Spain 3,814 3,814

19,947 19,947
Other 6,861 8,291
26,808 28,238
4. Impairment losses (continued)
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 Projected adjusted EBITDA has been based on past experience adjusted for the following:
EBITDA –– voice and messaging revenue is expected to benefit from increased usage from new customers, especially in emerging
markets, the introduction of new services and traffic moving from fixed networks to mobile networks, though these
factors will be offset by increased competitor activity, which may result in price declines, and the trend of falling
termination and other regulated rates;
–– non-messaging data revenue is expected to continue to grow as the penetration of 3G (plus 4G where available) enabled
devices and smartphones rise along with higher data bundle attachment rates, and new products and services are
introduced; and
–– margins are expected to be impacted by negative factors such as the cost of acquiring and retaining customers
in increasingly competitive markets and the expectation of further termination rate cuts by regulators and by positive
factors such as the efficiencies expected from the implementation of Group initiatives.
Projected capital The cash flow forecasts for capital expenditure are based on past experience and include the ongoing capital expenditure
expenditure required to roll out networks in emerging markets, to provide voice and data products and services and to meet the
population coverage requirements of certain of the Group’s licences. Capital expenditure includes cash outflows for the
purchase of property, plant and equipment and computer software.
Projected licence and The cash flow forecasts for licence and spectrum payments for each operating company for the initial five years include
spectrum payments amounts for expected renewals and newly available spectrum. Beyond that period, a long-run cost of spectrum is assumed.
Long-term growth rate For businesses where the five year management plans are used for the Group’s value in use calculations, a long‑term
growth rate into perpetuity has been determined as the lower of:
–– the nominal GDP rates for the country of operation; and
–– the long-term compound annual growth rate in adjusted EBITDA in years six to ten estimated by management.
Pre-tax risk adjusted The discount rate applied to the cash flows of each of the Group’s operations is generally based on the risk free rate for
discount rate 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 Group operating company. In making this adjustment, inputs required are the equity market risk premium
(that is the required increased return required over and above a risk free rate by an investor who is investing in the market
as a whole) and the risk adjustment, beta, applied to reflect the risk of the specific Group operating company relative to the
market as a whole.
In determining the risk adjusted discount rate, management has applied an adjustment for the systematic risk to each
of the Group’s operations determined using an average of the betas of comparable listed mobile telecommunications
companies and, where available and appropriate, across a specific territory. Management has used a forward-looking equity
market risk premium that takes into consideration both studies by independent economists, the average equity market
risk premium over the past ten years and the market risk premiums typically used by investment banks in evaluating
acquisition proposals.
Year ended 31 March 2017

As a discontinued operation, Vodafone India has been valued at fair value less costs to sell. Vodafone India’s fair value less costs to sell is not
observable in a quoted market and accordingly it has been determined with reference to the outcomes from the application of a number of potential
valuation techniques, which are considered to result in a “level 2” valuation1. As such significant judgement is required and involves the use
of estimates. The two bases of valuation which were given the strongest weighting in the overall assessment of fair value are set out below. Fair value
has been assessed to be €14.0 billion. See note 7 “Discontinued operations and assets held for resale” for further details.
–– The contracted cash price for the sale of a portion of the entity to the Aditya Birla Group as part of the planned disposal of Vodafone India,
adjusted for the agreed level of debt which is an observable price relating to Vodafone India; and
–– The share price of Idea Cellular prior to the announcement of the plan to dispose of Vodafone India and participate with Idea Cellular in the
planned jointly controlled entity, adjusted for transaction specific factors. Idea Cellular equity shares are the primary component of the
consideration for Vodafone India to be received by the Group, and the value of the Idea Cellular shares has been adjusted to reflect 50% of the
estimated cost synergies that management expects to be realised by the jointly controlled entity. A 10% increase or reduction in the expected
cost synergies included in this determination of fair value would result in a €220 million increase or reduction, respectively, in the fair value less
costs to sell of Vodafone India calculated using this approach.
Note:
1 Level 2 classification 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 table below shows key assumptions used in the value in use calculations.
Assumptions used in value in use calculation
Germany Spain Italy Romania
% % % %
Pre-tax adjusted discount rate 8.4 9.7 10.3 9.0
Overview
Long-term growth rate 0.5 1.5 1.0 1.0
Projected adjusted EBITDA1 3.0 7.9 (0.8) 0.1
Projected capital expenditure2 14.9–16.5 14.3–15.8 12.7–14.2 12.6–15.9
Notes:
1 Projected adjusted EBITDA 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 the range of capital expenditure as a percentage of revenue in the initial five years for all cash-generating
units of the plans used for impairment testing.
Sensitivity analysis
Other than as disclosed below, management believes that no reasonably possible change in any of the above key assumptions would cause the
carrying value of any cash-generating unit to materially exceed its recoverable amount.
The estimated recoverable amount of the Group’s operations in Germany, Spain and Romania exceed their carrying values by €3.5 billion,
Strategy
€1.0 billion and €0.2 billion respectively. The changes in the following table to assumptions used in the impairment review would, in isolation,
lead to an impairment loss being recognised for the year ended 31 March 2017:
Change required for carrying value to equal recoverable amount
Germany Spain Romania
pps pps pps
Pre-tax risk adjusted discount rate 0.9 0.6 1.5
Long-term growth rate (1.0) (0.7) (1.7)
Projected adjusted EBITDA1 (1.6) (1.1) (1.9)
Projected capital expenditure2 7.6 4.4 7.1
Performance
Notes:
The carrying values for Vodafone UK, Portugal, Ireland and Czech Republic include goodwill arising from their acquisition by the Group 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 impairment that would be material to the Group given their relative size or the
composition of their carrying value. The changes in the following table to assumptions used in the impairment review would have, in isolation,
led to an impairment loss being recognised in the year ended 31 March 2017.
Change required for carrying value to equal recoverable amount
UK Ireland Portugal Czech Republic
pps pps pps pps
Governance
Pre-tax risk adjusted discount rate 0.5 0.8 0.6 2.1
Long-term growth rate (0.6) (0.9) (0.6) (2.4)
Projected adjusted EBITDA1 (0.8) (1.2) (0.9) (2.8)
Projected capital expenditure2 3.2 4.3 3.9 12.0
Notes:

During the year ended 31 March 2016 impairment charges of €569 million were recorded in respect of the Group’s investments in Romania.
Financials
The impairment charge relates solely to goodwill. The recoverable amount of Romania is €0.9 billion.
The impairment charges were driven by lower projected cash flows within the business plans resulting in our reassessment of expected future
business performance in the light of the current trading environment.
Romania Germany Spain
% % %
Long-term growth rate 1.0 0.5 1.5
Projected adjusted EBITDA1 (0.3) 3.1 8.8

Projected capital expenditure2 11.5–18.8 14.5–15.6 11.2–19.7
Notes:
4. Impairment losses (continued)
Other than as disclosed below, management believes that no reasonably possible change in any of the above key assumptions would cause the
The estimated recoverable amounts of the Group’s operations in Romania, Germany and Spain are equal to, or not materially greater than, their
carrying values; consequently, any adverse change in key assumptions would, in isolation, cause a further impairment loss to be recognised.
The estimated recoverable amounts of the Group’s operations in Germany and Spain exceed their carrying values by €2.0 billion and
€1.0 billion respectively.
Change required for carrying value
to equal the recoverable amount
Germany Spain
pps pps
Pre-tax risk adjusted discount rate 0.5 0.6
Long-term growth rate (0.5) (0.8)
Projected adjusted EBITDA1 (0.9) (1.2)
Projected capital expenditure2 4.4 4.8
The changes in the following table to assumptions used in the impairment review would have, in isolation, led to an (increase)/decrease to the
aggregate impairment loss recognised in the year ended 31 March 2016.
Romania
Increase by 2pps Decrease by 2pps
€bn €bn
Pre-tax adjusted discount rate (0.2) 0.3
Long-term growth rate 0.3 (0.2)
Projected adjusted EBITDA1 0.2 (0.2)
Projected capital expenditure2 (0.1) 0.1
Notes:

During the year ended 31 March 2015, no impairment charges were recorded in respect of the Group’s goodwill balances.
Germany Italy Spain
% % %
Long-term growth rate 0.5 1.0 1.5
Projected adjusted EBITDA1 3.2 0.8 11.0
Projected capital expenditure2 11.6–21.7 12.5 –25.6 11.5 –23.3
Notes:
Other than as disclosed below, management believed that no reasonably possible change in any of the above key assumptions would cause the
The estimated recoverable amounts of the Group’s operations in Germany, Italy and Spain exceeded their carrying values by €3.1 billion,
€1.8 billion and €0.5 billion respectively. The changes in the following table to assumptions used in the impairment review would have, in isolation,
led to an impairment loss being recognised for the year ended 31 March 2015:
Change required for carrying value to equal the recoverable amount
Germany Italy Spain
pps pps pps
Long-term growth rate (0.9) (1.8) (0.3)
Projected adjusted EBITDA1 (7.3) (7.5) (2.6)
Projected capital expenditure2 2.1 2.9 0.7
Notes:
2 Projected capital expenditure, which excludes licences and spectrum, is expressed as a percentage of revenue in the initial five years for all cash-generating units of the plans used for
impairment testing.
5. Investment income and financing costs

Investment income comprises interest received from short-term investments, bank deposits, government bonds
and results from foreign exchange contracts which are used to hedge net debt. Financing costs mainly arise from
Overview
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.
Restated Restated
2017 2016 2015
€m €m €m
Investment income:
Available-for-sale investments:
Dividends received – 1 –
Loans and receivables at amortised cost 426 529 433
Fair value through the income statement (held for trading) 20 9 36
Other1,2 28 – 614
Strategy
474 539 1,083
Financing costs:
Items in hedge relationships:
Other loans 170 224 286
Interest rate and cross-currency interest rate swaps (235) (127) (143)
Fair value hedging instrument 22 (140) (537)
Fair value of hedged item (16) 166 487
Other financial liabilities held at amortised cost:
Bank loans and overdrafts 419 284 518
Performance
Bonds and other loans2 1,243 926 849
Interest charge/(credit) on settlement of tax issues3 47 19 (1)
Equity put rights and similar arrangements4 – – 12
Fair value through the income statement (held for trading):
Derivatives – forward starting swaps and futures (244) 121 (72)
Other1 – 573 –
1,406 2,046 1,399
Net financing costs 932 1,507 316
Notes:
1 Amounts for 2017 include net foreign exchange gain of €136 million (2016: €573 million loss; 2015: €614 million gain) arising from net foreign exchange movements on certain
intercompany balances.
Governance
2 Amounts for 2017 include net foreign exchange losses of €641 million (2016: €299 million; 2015: €351 million).
3 Amounts for 2017 include an increase (2016: increase, 2017: decrease) in provision for potential interest on tax issues.
4 Includes amounts in relation to the Group’s arrangements with its non-controlling interests.
Financials
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.
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
Restated Restated
2017 2016 2015
€m €m €m
United Kingdom corporation tax expense/(income):
Current year1 27 (129) –
Adjustments in respect of prior years (3) 53 15
24 (76) 15
Overseas current tax expense/(income):
Current year 961 812 937
Adjustments in respect of prior years (35) 21 (220)
926 833 717
Total current tax expense 950 757 732
Deferred tax on origination and reversal of temporary differences:

United Kingdom deferred tax (16) (32) (53)
Overseas deferred tax 3,830 4,212 (6,750)
Total deferred tax expense/(income) 3,814 4,180 (6,803)
Total income tax expense/(income)2 4,764 4,937 (6,071)
Notes:
1 The 2016 credit relates to a claim under international conventions for the avoidance of double taxation.
2 The income statement tax charge includes tax relief on capitalised interest.
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 €10.3 billion of spectrum payments to the UK Government in 2000 and 2013.
Tax on discontinued operations

Restated Restated
2017 2016 2015
€m €m €m
Overview
Tax (credit)/charge on profit from ordinary activities of discontinued operations1 (973) (514) 26
Tax charge relating to the gain on discontinuance 95 – –
Total tax (credit)/charge on discontinued operations (878) (514) 26
Note:
1 Includes €840 million relating to the impairment of Vodafone India in the year.
Tax charged/(credited) directly to other comprehensive income

Restated Restated
2017 2016 2015
€m €m €m
Current tax (16) (81) 2
Strategy
Deferred tax 44 293 (362)
Total tax charged/(credited) directly to other comprehensive income 28 212 (360)
Tax credited directly to equity

Restated Restated
2017 2016 2015
€m €m €m
Current tax – (8) (5)
Deferred tax (9) 3 (4)
Total tax credited directly to equity (9) (5) (9)
Performance
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.
Restated Restated
2017 2016 2015
€m €m €m
Continuing profit/(loss) before tax as shown in the consolidated income statement 2,792 (190) 1,734
Aggregated expected income tax expense 795 85 517

Impairment losses with no tax effect – 168 –
Governance
Disposal of Group investments (271) 83 –
Effect of taxation of associates and joint ventures, reported within profit before tax 23 (18) 44
Derecognition/(recognition) of deferred tax assets for losses including Luxembourg1 1,603 1,288 (4,176)
Deferred tax following revaluation of investments in Luxembourg1 (329) 3,037 (2,659)
Previously unrecognised temporary differences we expect to use in the future (15) – –
Previously unrecognised temporary differences utilised in the year (11) (8) –
Current year temporary differences (including losses) that we currently do not expect to use 139 50 176
Adjustments in respect of prior year tax liabilities (107) (48) (364)
Revaluation of assets for tax purposes (39) – –
Impact of tax credits and irrecoverable taxes 98 (38) 36
Financials
Deferred tax on overseas earnings 26 17 49

Effect of current year changes in statutory tax rates on deferred tax balances 2,755 95 153
Expenses not deductible for tax purposes 97 226 153
Income tax expense/(income) 4,764 4,937 (6,071)
Note:
1 See commentary regarding deferred tax asset recognition in Luxembourg on page 121.
6. Taxation (continued)
Deferred tax
Analysis of movements in the net deferred tax balance during the year:
€m
1 April 2016 restated 27,742
Foreign exchange movements 19
Charged to the income statement (continuing operations) (3,814)
Credited to the income statement (discontinued operations) 973
Charged directly to OCI (44)
Credited directly to equity 9
Reclassifications (1,202)
Arising on acquisition and disposals 82
31 March 2017 23,765
Deferred tax assets and liabilities, before offset of balances within countries, are as follows:
Amount Net
(charged)/ recognised
credited 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 160 1,368 (1,535) (55) (222)
Intangible assets 353 127 (715) 16 (572)
Tax losses (4,064) 30,590 – (7,138) 23,452
Deferred tax on overseas earnings (95) – (95) – (95)
Other temporary differences (168) 1,347 (126) (19) 1,202
31 March 2017 (3,814) 33,432 (2,471) (7,196) 23,765
Deferred tax assets and liabilities are analysed in the statement of financial position, after offset of balances within countries, as follows:
€m
Deferred tax asset 24,300
Deferred tax liability (535)
31 March 2017 23,765
At 31 March 2016, deferred tax assets and liabilities, before offset of balances within countries, were as follows:
Amount Net
credited/ recognised
(charged) Gross Gross Less deferred tax
in income deferred deferred tax amounts (liability)/
statement tax asset liability unrecognised1 asset
€m €m €m €m €m
Accelerated tax depreciation 211 1,598 (1,652) (47) (101)
Intangible assets 405 84 (2,036) 16 (1,936)
Tax losses (4,879) 34,061 – (6,109) 27,952
Deferred tax on overseas earnings (18) – (67) – (67)
Other temporary differences 101 2,294 (124) (276) 1,894
31 March 2016 restated (4,180) 38,037 (3,879) (6,416) 27,742
Note:
1 Other unrecognised temporary differences include €178 million relating to Minimum Alternative Tax credits in India, of which €59 million expire within 0–5 years and €119 million expire
beyond 6 years.
At 31 March 2016 deferred tax assets and liabilities were analysed in the statement of financial position, after offset of balances within countries,
as follows:
€m
Deferred tax asset 28,306
Deferred tax liability (564)
31 March 2016 restated 27,742
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 implementation of the OECD’s BEPS actions and European Commission initiatives such as the proposed anti tax
avoidance directive, 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).
Overview
We do not anticipate any significant impact on our future tax charge, liabilities or assets, as a result of the triggering of Article 50(2) of the Treaty
on European Union but cannot rule out the possibility that, for example, a failure to reach satisfactory arrangements for the UK’s future relationship
with the European Union, could have an impact on such matters.
The Group is routinely subject to audit by tax authorities in the territories in which it operates and, specifically, in India where these are usually
resolved through the Indian legal system. The Group considers each issue on its merits and, where appropriate, holds provisions in respect of the
potential tax liability that may arise. However, the amount ultimately paid may differ materially from the amount accrued and could therefore affect
the Group’s overall profitability and cash flows in future periods. See note 30 “Contingent liabilities and legal proceedings” to the consolidated
At 31 March 2017, the gross amount and expiry dates of losses available for carry forward are as follows:
Strategy
Expiring Expiring
within beyond
5 years 6 years Unlimited Total
€m €m €m €m
Losses or tax credits for which a deferred tax asset is recognised 292 65 97,335 97,692
Losses for which no deferred tax is recognised 352 1,503 28,556 30,411
644 1,568 125,891 128,103
At 31 March 2016, 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
Performance
Restated Restated Restated Restated
€m €m €m €m
Losses for which a deferred tax asset is recognised 71 56 104,501 104,628
Losses for which no deferred tax is recognised 352 64 23,887 24,303
423 120 128,388 128,931
Deferred tax assets on losses in Luxembourg

Included in the table above are losses of €82,634 million (2016: €81,176 million) that have arisen in Luxembourg companies, principally as a result
of revaluations of those companies’ investments for local GAAP purposes.
A deferred tax asset of €19,632 million (2016: €23,942 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. In December 2016,
the Luxembourg government enacted the previously announced reduction to the corporate tax rate (including municipal business tax) to 27.1%
Governance
for the year ended 31 March 2017 and 26.0% for the year ending 31 March 2018. The impact of this decreased corporate tax rate has reduced the
value of our deferred tax asset by €2,651 million.
The Luxembourg companies’ income is derived from the Group’s internal financing and procurement and roaming activities. The Group has
reviewed the latest forecasts for the Luxembourg companies, including their ability to continue to generate income beyond the forecast period
under the tax laws substantively enacted at the balance sheet date. The assessment also considered whether the structure of the Group would
continue to allow the generation of taxable income. Based on this the Group concludes that it is probable that the Luxembourg companies will
continue to generate taxable income in the future. Any future changes in tax law or the structure of the Group could have a significant effect
on the use of losses, including the period over which the losses can be utilised.
Based on the current forecasts the losses will be fully utilised over the next 55 to 60 years. A 5%–10% change in the forecast income in Luxembourg
would change the period over which the losses will be fully utilised by four to seven years.
Financials
During the current year the Group recognised an additional €329 million (2016: used €3,037 million) of our deferred tax assets as a result of the
revaluation of investments based upon the local GAAP financial statements, and tax returns at 31 March 2017. The Group also derecognised
a deferred tax asset of €1,603 million related to losses in Luxembourg expected to be used beyond 60 years due to lower interest rates increasing the
length of time over which these losses would be utilised. Revaluation of investments for local GAAP purposes, which are based on the Group’s value
in use calculations, can give rise to impairments or the reversal of previous impairments. These can result in a significant change to our deferred tax
assets and the period over which these assets can be utilised.
€993 million (2016; nil) of the Group’s Luxembourg losses expire, 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 €9,132 million (2016: €9,132 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.
6. Taxation (continued)
Deferred tax assets on losses in Germany

The Group has tax losses of €18,139 million (2016: €18,461 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 €2,799 million (2016: €2,858 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 pages 28 to 34).
In the period beyond the five year forecast, we have reviewed the profits inherent in the value in use calculations, 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 10 to 12 years. A 5%–10% change in the forecast profits of the German
business would not significantly alter the utilisation period.
Deferred tax assets on losses in Spain
The Group has tax losses of €3,646 million in Spain, predominantly arising from the Group’s acquisition of Grupo Corporative Ono S.A. in 2015.
and which are available to offset against the related future profits of the Spanish business. The losses do not expire.
A deferred tax asset of €914 million (2016: €851 million) has been recognised in respect of Ono’s losses as we conclude it is probable that the Spanish
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 Spanish business which incorporate the unsystematic risks of operating in the telecommunications business (see pages 28 to 34). In the
period beyond the five year forecast, we have reviewed the profits inherent in the value in use calculations, and based on these and our expectations
for the Spanish business we believe it is probable the losses will be fully utilised.
Based on the current forecasts the losses will be fully utilised over the next 20 to 23 years. The utilisation period has increased from the prior
year reported period (eight to ten years) as a result of a change of law which limits the use of brought forward losses against current year profits.
A 5%–10% change in the forecast profits of the Spanish business would change the period over which the losses are utilised by one to two years.
Other tax losses
The Group has losses amounting to €7,880 million (2016: €8,504 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, in line with the prior year.
The remaining losses relate to a number of other jurisdictions across the Group. There are also €108 million (2016: €486 million) of unrecognised
other temporary differences.
The Group holds a deferred tax liability of €95 million (2016: €67 million) in respect of deferred taxation that would arise if temporary differences
on investments in subsidiaries, associates and interests in joint ventures were to be realised after the balance sheet date (see table above).
No deferred tax liability has been recognised in respect of a further €20,237 million (2016: €22,562 million) of unremitted earnings of subsidiaries,
associates and joint ventures because the Group is in a position to control the timing of the reversal of the temporary difference and it is probable
that such differences will not reverse in the foreseeable future. It is not practicable to estimate the amount of unrecognised deferred tax liabilities
in respect of these unremitted earnings.
7. Discontinued operations and assets held for sale

Following the agreement to combine our Indian operations with Idea Cellular into a jointly controlled company,
in accordance with IFRS accounting standards, the results of Vodafone India are now included in discontinued
Overview
operations. The Group will continue to actively manage these operations until the transaction completes.
Discontinued operations
On 20 March 2017, Vodafone announced the agreement to combine its subsidiary, Vodafone India (excluding its 42% stake in Indus Towers), with
Idea Cellular, which is listed on the Indian Stock Exchanges, with the combined company to be jointly controlled by Vodafone and the Aditya Birla
Group. The results of these discontinued operations are detailed below.
Income statement and segment analysis of discontinued operations
Restated Restated
2017 2016 2015
€m €m €m
Revenue 5,827 6,120 5,479
Strategy
Cost of sales (4,504) (4,799) (4,327)
Gross profit 1,323 1,321 1,152
Selling and distribution expenses (276) (264) (230)
Administrative expenses (703) (634) (466)
Impairment losses (4,515) – –
Operating (loss)/profit (4,171) 423 456
Financing costs (909) (932) (758)
Loss before taxation (5,080) (509) (302)
Income tax credit/(expense)1 973 514 (26)
Performance
(Loss)/profit for the financial year from discontinued operations (4,107) 5 (328)
(Loss)/earnings per share from discontinued operations

Restated Restated
2017 2016 2015
eurocents eurocents eurocents
– Basic (14.68)c 0.02c (1.24)c
– Diluted (14.68)c 0.02c (1.24)c
Total comprehensive (expense)/income for the financial year from discontinued operations
Restated Restated
2017 2016 2015
€m €m €m
Governance
Attributable to owners of the parent (4,107) 5 (328)
Note:
1 Year ended 31 March 2015 includes €105 million income tax expense relating to Vodafone India, offset by €79 million tax credit relating to the performance of our discontinued US Group,
whose principal asset was its 45% interest in Verizon Wireless, on 21 February 2014.
Financials
7. Discontinued operations and assets held for sale (continued)
Assets held for sale

Assets and liabilities relating to our operations in India have been classed as held for sale on the statement of financial position at 31 March 2017.
In addition, assets and liabilities held for sale at 31 March 2016 comprise the assets and liabilities of our former operations in the Netherlands, which
were combined with those of Liberty Global plc to form a 50:50 joint venture, VodafoneZiggo, on 31 December 2016. The relevant assets and
liabilities are detailed in the table below.
Assets and liabilities held for sale1
Restated
2017 2016
€m €m
Non-current assets
Goodwill – 860
Other intangible assets 9,214 1,390
Plant, property and equipment 3,462 1,071
Trade and other receivables 694 35
Deferred tax assets 1,202 –
14,572 3,356
Current assets
Inventory 1 31
Taxation recoverable 1,311 8
Trade and other receivables 831 244
Cash and cash equivalents 467 18
Other investments 13 –
2,623 301
Total assets held for sale 17,195 3,657
Non-current liabilities
Long-term borrowings (8,024) –
Deferred tax liabilities – (8)
Post employment benefits (15) –
Provisions for liabilities and charges (784) (18)
Trade and other payables (39) –
(8,862) (26)
Current liabilities
Short-term borrowings (1,139) –
Provisions for liabilities and charges (25) (5)
Trade and other payables (1,768) (407)
(2,932) (412)
Total liabilities held for sale (11,794) (438)
Note:
1 Total net debt in India at 31 March 2017 was €8,674 million. This comprised cash of €467 million, licence payables classified as debt of €7,143 million and €2,020 million of other borrowings,
together with €22 million of derivative financial instruments reported within Trade and other receivables and Trade and other payables. €499 million of the licence payables classified as debt
have been paid in cash. The cash payment is reported in the consolidated statement of cash flows as cash flows from financing activities.
Deferred tax assets on losses in India

The Group recognises a deferred tax asset of €1,202 million relating to its Indian business. This includes a deferred tax asset of €816 million relating
to losses. The deferred tax asset has been recognised as we conclude it is probable that we will generate taxable profits in the future, against which
we can utilise these losses.
The Group has reviewed the latest forecasts for the Indian business which incorporate the unsystematic risks of operating in the
telecommunications business (see page 114). In the period beyond the five year forecast, we have reviewed the profits inherent in the valuation
of Indian business, and based on these and our expectations for the Indian business we believe it is probable the losses will be fully utilised.
Based on the current forecasts the losses will be fully utilised over the next ten years.
We do not recognise a deferred tax asset of €352 million in relation to losses where we currently believe that is not probable these losses will
be utilised in the future.
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.
Overview
2017 2016 2015
Millions Millions Millions
Weighted average number of shares for basic earnings per share 27,971 26,692 26,489
Effect of dilutive potential shares: restricted shares and share options – – 140
Weighted average number of shares for diluted earnings per share 27,971 26,692 26,629
Restated Restated
2017 2016 2015
€m €m €m
(Loss)/earnings for earnings per share from continuing operations (2,190) (5,410) 7,607
(Loss)/earnings for earnings per share from discontinued operations (4,107) 5 (328)
Strategy
(Loss)/earnings for basic and diluted earnings per share (6,297) (5,405) 7,279
eurocents eurocents eurocents

Basic (loss)/earnings per share (22.51)c (20.25)c 27.48c
Diluted (loss)/earnings per share (22.51)c (20.25)c 27.33c
9. Equity dividends
Dividends are one type of shareholder return, historically paid to our shareholders in February and August.
Performance
Restated Restated
2017 2016 2015
€m €m €m
Declared during the financial year:
Final dividend for the year ended 31 March 2016: 7.77 pence per share
(2015: 7.62 pence per share, 2014: 7.47 pence per share) 2,447 2,852 2,495
Interim dividend for the year ended 31 March 2017: 4.74 eurocents per share
3,709 4,233 3,712
Proposed after the end of the reporting period and not recognised as a liability:
Final dividend for the year ended 31 March 2017: 10.03 eurocents per share
Governance
Financials
10. Intangible assets

Our 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” 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.
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 required. 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 jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss
recognised in the income statement on disposal.
Goodwill arising before the date of transition to IFRS, on 1 April 2004, has been retained at the previous UK GAAP amounts, subject to being tested
for impairment at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not been reinstated and is not included in determining
any subsequent profit or loss on disposal.
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 computer 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 computer
software programs are recognised as an expense when they are incurred.
Internally developed software is recognised only if all of the following conditions are met:
–– an asset is created that can be separately identified;
–– it is probable that the asset created will generate future economic benefits; and
–– the development cost of the asset can be measured reliably
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, with the
exception of customer relationships which are amortised on a sum of digits 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 3–25 years
–– Computer software 3–5 years
–– Brands 1–10 years
–– Customer bases 2–15 years
Licences and Computer

Goodwill spectrum software Other Total
€m €m €m €m €m
Cost:
1 April 2015 restated 96,188 41,233 14,686 7,887 159,994
Exchange movements (1,358) (2,476) (546) (475) (4,855)
Overview
Arising on acquisition 20 – 7 35 62
Additions – 7,536 2,503 14 10,053
Disposals1 – (3,228) (576) (3) (3,807)
Transfer of assets held for sale (860) (2,092) (472) (12) (3,436)
Other – – 127 – 127
31 March 2016 restated 93,990 40,973 15,729 7,446 158,138
Transfer of assets held for sale (3,680) (9,472) (201) (152) (13,505)
90,310 31,501 15,528 7,294 144,633
Exchange movements (90) (1,023) (174) 158 (1,129)
Strategy
Arising on acquisition 1 10 11 5 27
Additions – 359 2,193 3 2,555
Disposal – (72) (499) (30) (601)
Other – – (97) – (97)
31 March 2017 90,221 30,775 16,962 7,430 145,388
Accumulated impairment losses and amortisation:
1 April 2015 restated 65,664 19,997 9,964 4,856 100,481
Exchange movements (481) (1,058) (391) (425) (2,355)
Amortisation charge for the year2 – 2,330 2,124 1,348 5,802
Performance
Disposals1 – (3,228) (528) (3) (3,759)
Transfer of assets held for sale – (913) (265) (9) (1,187)
Impairment losses 569 – – – 569
Other – – 23 – 23
31 March 2016 restated 65,752 17,128 10,927 5,767 99,574
Transfer of assets held for sale (2,086) (1,334) (160) (152) (3,732)
63,666 15,794 10,767 5,615 95,842
Exchange movements (253) (548) (152) 133 (820)
Amortisation charge for the year – 1,780 2,106 935 4,821
Disposals – (72) (486) (30) (588)
Other – – (87) – (87)
Governance
31 March 2017 63,413 16,954 12,148 6,653 99,168
Net book value:
31 March 2016 restated 28,238 23,845 4,802 1,679 58,564
31 March 2017 26,808 13,821 4,814 777 46,220
Notes:
1 Disposals of licences and spectrum comprise the removal of fully amortised assets that have expired.
2 Includes amortisation in relation to discontinued operations of €483 million.
For licences and spectrum and other intangible assets, amortisation is included within the cost of sales line within the consolidated income
statement. Licences and spectrum with a net book value of €nil (2016: €1,422 million) have been pledged as security against borrowings.
Financials
The net book value and expiry dates of the most significant licences are as follows:
Restated
2017 2016
Expiry date €m €m
Germany 2020/2025/2033 4,726 5,396
Italy 2018/2021/2029 1,442 1,596
UK 2023/2033 2,818 3,515
Qatar 2028/2029 1,164 1,191
Netherlands 2020/2029/2030 – 1,179
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 pages 202 and 203.
11. Property, plant and equipment

We make 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” 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 subsequent accumulated depreciation and any
accumulated impairment losses.
Amounts for equipment, fixtures and fittings, which includes network infrastructure assets and which together comprise an all but insignificant
amount of the Group’s property, plant and equipment, 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.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term
of the relevant lease.
The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between any sale
proceeds and the carrying amount of the asset and is recognised in the income statement.
Equipment,
Land and fixtures
buildings and fittings Total
€m €m €m
Cost:
1 April 2015 restated 2,309 73,921 76,230
Overview
Exchange movements (162) (3,876) (4,038)
Additions 179 8,970 9,149
Disposals (50) (2,074) (2,124)
Transfer of assets held for sale (3) (2,237) (2,240)
Other 120 (218) (98)
31 March 2016 restated 2,393 74,486 76,879
Reclassification as held for sale (103) (7,445) (7,548)
2,290 67,041 69,331
Arising on acquisition – 7 7
Strategy
Additions 104 5,184 5,288
Disposals (94) (2,522) (2,616)
Other 8 273 281
31 March 2017 2,266 68,204 70,470
Accumulated depreciation and impairment:
1 April 2015 restated 1,043 38,381 39,424
Charge for the year1 177 6,977 7,154
Disposals (35) (1,949) (1,984)
Performance
Transfer of assets held for sale (2) (1,165) (1,167)
Other 17 (25) (8)
31 March 2016 restated 1,141 40,223 41,364
Reclassification as held for sale (36) (3,812) (3,848)
1,105 36,411 37,516
Charge for the year 139 6,126 6,265
Disposals (89) (2,454) (2,543)
Other 1 129 130
31 March 2017 1,141 39,125 40,266
Governance
Net book value:
31 March 2016 restated 1,252 34,263 35,515
31 March 2017 1,125 29,079 30,204
Note:
1 Includes depreciation in relation to discontinued operations of €776 million.
The net book value of land and buildings and equipment, fixtures and fittings includes €3 million and €608 million respectively (2016: €34 million
and €749 million) in relation to assets held under finance leases.  
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 €10 million and €1,234 million respectively (2016: €33 million and €1,931 million).
Financials
12. Investments in associates and joint arrangements

We hold interests in an associate in Kenya, where we have significant influence, as well as in a number of joint
arrangements in the UK, the Netherlands, India and Australia, where we share control with one or more third
parties. For further details see “Critical accounting judgements” in note 1 “Basis of preparation” to the consolidated
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 jointly controlled entity 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 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
as 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 venture.
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 equity method of accounting.
Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost as adjusted for post-
acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of the investment. The Group’s share
of post-tax profits or losses are recognised in the consolidated income statement. Losses of an associate in excess of the Group’s interest
in that associate are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf
of the associate.
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 Percentage1
Name of joint operation Principal activity registration shareholdings
Cornerstone Telecommunications Infrastructure Limited Network infrastructure UK 50.0
Note:
1 Effective ownership percentages of Vodafone Group Plc at 31 March 2017 rounded to the nearest tenth of one percent.
Joint ventures and associates

Restated1
2017 2016
€m €m
Investment in joint ventures 2,689 29
Overview
Investment in associates 449 450
31 March 3,138 479
Note:
1 The Group reclassified €580 million from goodwill to investments in associates and joint ventures relating to Indus Towers within the consolidated statement of financial position.
Comparatives have been restated accordingly.
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 though 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
Strategy
Name of joint venture Principal activity registration shareholdings
VodafoneZiggo Group Holding B.V. Network operator Netherlands 50.0
Indus Towers Limited2 Network infrastructure India 42.0
Vodafone Hutchison Australia Pty Limited3 Network operator Australia 50.0
Notes:
2 42% of Indus Towers Limited is held by Vodafone India Limited (‘VIL’).
3 Vodafone Hutchison Australia Pty Limited has a year end of 31 December.
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.
Performance
(Loss)/profit from Other comprehensive Total comprehensive
Investment in joint ventures continuing operations income (expense)/income
Restated Restated Restated Restated Restated Restated Restated Restated
2017 2016 2015 2017 2016 2015 2017 2016 2015 2017 2016 2015
€m €m €m €m €m €m €m €m €m €m €m €m
VodafoneZiggo Group Holding B.V. 2,736 – – (160) – – 2 – – (158) – –
Indus Towers Limited 1,032 982 997 98 101 23 – – – 98 101 23
Vodafone Hutchison Australia Pty Limited (1,156) (1,032) (923) (59) (153) (204) – (1) 2 (59) (154) (202)
Other 77 79 124 (14) (39) (12) – – – (14) (39) (12)
Total 2,689 29 198 (135) (91) (193) 2 (1) 2 (133) (92) (191)
The summarised financial information for each of the Group’s material equity accounted joint ventures on a 100% ownership basis is set out below.
Governance
VodafoneZiggo Group Vodafone Hutchison
Holding B.V. Indus Towers Limited Australia Pty Limited
Restated Restated Restated Restated Restated Restated
2017 2016 2015 2017 2016 2015 2017 2016 2015
€m €m €m €m €m €m €m €m €m
Income statement and statement of comprehensive income
Revenue 1,014 – – 2,379 2,277 2,018 2,287 2,354 2,343
Depreciation and amortisation (764) – – (407) (489) (518) (473) (517) (528)
Interest income 23 – – 22 10 36 3 2 2
Interest expense (117) – – (91) (86) (95) (240) (268) (291)
Income tax income/(expense) 105 – – (267) (186) (233) – – –
Financials
(Loss)/profit from continuing operations (320) – – 234 240 56 (117) (306) (408)
Other comprehensive income/(expense) 3 – – – – – – (2) 4
Total comprehensive (expense)/income (317) – – 234 240 56 (117) (308) (404)
Statement of financial position
Non-current assets 20,303 – 1,995 1,890 2,317 2,680
Current assets 721 – 326 302 892 500
Non-current liabilities (14,015) – (545) (656) (1,460) (3,277)
Current liabilities (1,538) – (825) (584) (4,301) (2,194)
Equity shareholders’ funds (5,471) – (951) (952) 2,552 2,291
Cash and cash equivalents within current assets 273 – 29 46 68 156

Non-current liabilities excluding trade and other payables
and provisions (13,668) – (188) (380) (1,435) (3,203)
Current liabilities excluding trade and other payables and provisions – – (375) (216) (3563) (1,456)
The Group received a dividend in the year to 31 March 2017 of €126 million (2016: €nil; 2015: €166 million) from Indus Towers Limited.
12. Investments in associates and joint arrangements (continued)
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
Name of associate Principal activity registration shareholdings
Safaricom Limited2,3 Network operator Kenya 40.0
Notes:
2 The Group also holds two non-voting shares.
3 At 31 March 2017 the fair value of Safaricom Limited was KES 288 billion (€2,613 million) based on the closing quoted share price on the Nairobi Stock Exchange.
The following table provides 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.
Profit from Other comprehensive Total comprehensive
Investment in associates continuing operations expense income
2017 2016 2015 2017 2016 2015 2017 2016 2015 2017 2016 2015
€m €m €m €m €m €m €m €m €m €m €m €m
Total 449 450 454 182 151 113 – – – 182 151 113
13. Other investments

We hold a number of other listed and unlisted investments, mainly comprising US$2.5 billion of loan notes from
Verizon Communications Inc.
Overview
Accounting policies
Other investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms
require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, including
transaction costs.
Other investments classified as held for trading and available-for-sale are stated at fair value. Where securities are held for trading purposes, gains
and losses arising from changes in fair value are included in net profit or loss for the period. For available-for-sale investments, gains and losses
arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the
cumulative gain or loss previously recognised in equity, determined using the weighted average cost method, is included in the net profit or loss for
the period.
Other investments classified as loans and receivables are stated at amortised cost using the effective interest method, less any impairment.
Strategy
Restated
2017 2016
€m €m
Included within non-current assets:
Equity securities:
Listed 3 3
Unlisted 82 104
Debt securities:
Public debt and bonds – 120
Other debt and bonds 3,374 4,404
Performance
3,459 4,631
The listed and unlisted securities are classified as available-for-sale. Public debt and bonds are classified as held for trading, and other debt and bonds
which are not quoted in an active market, are classified as loans and receivables.
Unlisted equity investments are recorded at fair value where appropriate.
Other debt and bonds includes loan notes of US$2.5 billion (€2,343 million), (2016: US$5.0 billion (€4,403 million)) issued by Verizon
Communications Inc. as part of the Group’s disposal of its interest in Verizon Wireless all of which is recorded within non-current assets and
€1.0 billion issued by VodafoneZiggo Holding B.V. The carrying amount of these loan notes approximates fair value.
Current other investments comprise the following:
Governance
Restated
2017 2016
€m €m
Included within current assets:
Debt securities:
Public debt and bonds 2,284 1,123
Other debt and bonds 2,727 3,214
Cash and other investments held in restricted deposits 1,109 1,.000
6,120 5,337
Public debt and bonds are classified as held for trading and stated at fair value. Cash held in restricted deposits is classified as loans and receivables
and includes amounts held in qualifying assets by Group insurance companies to meet regulatory requirements.
Financials
Other debt and bonds includes €2,039 million (2016: €1,223 million) of assets held for trading in managed investment funds with liquidity
of up to 90 days; €506 million (2016: €1,991 million) of assets held at amortised cost on an effective interest method paid as collateral on derivative
financial instruments and €182 million (2016: €nil) short-term investments in a fund where the underlying assets are supply chain receivables.
Current public debt and bonds include highly liquid UK government bonds held for trading of €1,638 million (2016: €833 million) comprised of gilts
€1,172 million (2016: €nil) paid as collateral primarily on derivative financial instruments and index-linked gilts €466 million (2016: €833 million).
For public debt and bonds, other debt and bonds and cash held in restricted deposits, the carrying amount approximates fair value.
14. Inventory
Our inventory primarily consists of mobile handsets and is presented net of an allowance for obsolete products.
Accounting policies
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.
Restated
2017 2016
€m €m
Goods held for resale 576 716
Inventory is reported net of allowances for obsolescence, an analysis of which is as follows:

Restated
2017 2016
€m €m
1 April (125) (102)
Exchange movements 3 9
Amounts credited/(debited) to the income statement 7 (32)
31 March (115) (125)
Cost of sales includes amounts related to inventory of €6,464 million (2016: €7,379 million; 2015: €7,251 million).
15. Trade and other receivables

Our trade and other receivables mainly consist of amounts owed to us by customers and amounts that
we pay to our suppliers in advance. Trade receivables are shown net of an allowance for bad or doubtful debts.
Overview
Derivative financial instruments with a positive market value are reported within this note.
Accounting policies
Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts. Estimated irrecoverable amounts are based on the ageing of the receivable balances and historical experience. Individual trade
receivables are written off when management deems them not to be collectible.
Restated
2017 2016
€m €m
Included within non-current assets:
Trade receivables 362 471
Amounts owed by associates and joint ventures 27 122
Strategy
Other receivables 130 623
Prepayments 378 163
Derivative financial instruments 3,672 4,414
4,569 5,793
Included within current assets:
Trade receivables 4,973 5,566
Amounts owed by associates and joint ventures 325 219
Other receivables 918 1,207
Prepayments 1,197 1,315
Performance
Accrued income 1,838 2,225
Derivative financial instruments 610 1,029
9,861 11,561
The Group’s trade receivables are stated after allowances for bad and doubtful debts based on management’s assessment of creditworthiness,
an analysis of which is as follows:
Restated
2017 2016
€m €m
1 April 1,385 1,110
Reclassification as held for sale (66) –
Governance
Exchange movements (94) (141)
Amounts charged to administrative expenses 589 679
Other (396) (263)
31 March 1,418 1,385
The carrying amounts of trade and other receivables approximate their fair value and are predominantly non-interest bearing. 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.
Restated
2017 2016
€m €m
Financials
Included within derivative financial instruments:

Interest rate swaps 2,248 2,564
Cross-currency interest rate swaps 126 298
Options 12 46
Foreign exchange contracts 103 292
2,489 3,200
Designated hedge relationships:
Interest rate swaps 212 486
Cross-currency interest rate swaps 1,581 1,757

4,282 5,443
16. Trade and other payables

Our trade and other payables mainly consist of amounts we owe to our suppliers that have been invoiced
or are accrued. They also include taxes and social security amounts due in relation to our 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.
Restated
2017 2016
€m €m
Included within non-current liabilities:
Other payables 30 123
Accruals 154 183
Deferred income 204 165
1,737 1,899
Included within current liabilities:
Trade payables 6,212 7,420
Amounts owed to associates and joint ventures 14 67
Other taxes and social security payable 1,261 1,315
Other payables 1,220 961
Accruals 5,683 7,616
Deferred income 1,716 1,967
Derivative financial instruments 728 550
16,834 19,896
The carrying amounts of trade and other payables approximate their fair value. The fair values of the derivative financial instruments are calculated
by discounting the future cash flows to net present values using appropriate market interest and foreign currency rates prevailing at 31 March.
Restated
2017 2016
€m €m
Included within derivative financial instruments:
Interest rate swaps 553 1,119
Options 63 81
Foreign exchange contracts 76 75
1,636 1,714
Designated hedge relationships
Interest rate swaps 61 28
2,077 1,978
17. 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
Overview
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. For further details see “Critical accounting
judgements” in note 1 “Basis of preparation” to the consolidated financial statements.
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.
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
Strategy
decommissioning. The associated cash outflows are substantially expected to occur at the dates of exit of the assets to which they relate,
which are long term in nature, primarily in periods up to 25 years from when the asset is brought into use.
Legal and regulatory
The Group is involved in a number of legal and other disputes, including notifications of possible claims. The Directors of the Company, after
taking legal advice, have established provisions after taking into account the facts of each case. The timing of cash outflows associated with
the majority of legal claims are typically less than one year, however, for some legal claims the timing of cash flows may be long term in nature.
For a discussion of certain legal issues potentially affecting the Group see note 30 “Contingent liabilities and legal proceedings” to the consolidated
Other provisions
Performance
Other provisions comprises various provisions including those for restructuring costs and property. The associated cash outflows for restructuring
costs are primarily less than one year. The timing of the cash flows associated with property is dependent upon the remaining term of the
associated lease.
Asset
retirement Legal and
obligations regulatory Other Total
€m €m €m €m
1 April 2015 restated 645 1,154 759 2,558
Exchange movements (26) (88) (27) (141)
Amounts capitalised in the year 40 – – 40
Amounts charged to the income statement – 231 518 749
Utilised in the year − payments (50) (81) (352) (483)
Governance
Amounts released to the income statement (20) (75) (101) (196)
Transfer of liabilities held for sale (18) (1) (3) (22)
Other – 75 (3) 72
31 March 2016 restated 571 1,215 791 2,577
Transfer of liabilities held for sale (10) (642) – (652)
Exchange movements (17) (32) (1) (50)
Amounts capitalised in the year 157 – – 157
Amounts charged to the income statement – 148 643 791
Utilised in the year − payments (51) (40) (376) (467)
Amounts released to the income statement (44) (56) (117) (217)
Financials
Other – 41 (1) 40
31 March 2017 606 634 939 2,179
17. Provisions (continued)
Provisions have been analysed between current and non-current as follows:
31 March 2017
Asset
€m €m €m €m
Current liabilities 10 300 739 1,049
Non-current liabilities 596 334 200 1,130
606 634 939 2,179

Asset
€m €m €m €m
Current liabilities 16 306 636 958
Non-current liabilities 555 909 155 1,619
571 1,215 791 2,577
18. 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.
Restated
2017 2016
Number €m Number €m
Ordinary shares allotted, issued and fully paid:1
1 April 28,813,396,008 4,796 28,812,787,098 5,246
Allotted during the year 746,840 – 608,910 –
Other movements – – – (450)
31 March 28,814,142,848 4,796 28,813,396,008 4,796
Note:
1 At 31 March 2017 the Group held 2,192,064,339 (2016: 2,254,825,696) treasury shares with a nominal value of €365 million (2016: €375 million). The market value of shares held was
€5,348 million (2016: €6,308 million). During the year 62,761,357 (2016: 45,923,317) treasury shares were reissued under Group share schemes.
Allotted during the year

Nominal Net
value proceeds
Number €m €m
UK share awards and option scheme awards – – –
US share awards and option scheme awards 746,840 – 2
Total share awards and option scheme awards 746,840 – 2
19. Reconciliation of net cash flow from operating activities

The table below shows how our profit for the year from continuing operations translates into cash flows generated
from our operating activities.
Overview
Restated Restated
2017 2016 2015
Notes €m €m €m
Loss/(profit) from discontinued operations 7 4,107 (5) 328
(Loss)/profit for the financial year from continuing operations (1,972) (5,127) 7,805
Non-operating expense 1 3 23
Investment income (474) (539) (1,083)
Financing costs 1,406 2,046 1,399
Income tax expense/(credit) 6 4,764 4,937 (6,071)
Operating profit 3,725 1,320 2,073
Strategy
Adjustments for:
Share-based payments 27 95 154 104
Depreciation and amortisation 10, 11 11,086 11,697 11,108
Loss on disposal of property, plant and equipment and intangible assets 3 22 27 93
Share of result of equity accounted associates and joint ventures 12 (47) (60) 78
Impairment losses 4 – 569 –
Other (income)/expense (1,052) 286 146
Decrease/(increase) in inventory 14 117 (144) (76)
Decrease/(increase) in trade and other receivables 15 308 (684) (151)
Performance
(Decrease)/increase in trade and other payables 16 (473) 332 (1,334)
Cash generated by operations 13,781 13,497 12,041
Net tax paid (761) (807) (533)
Cash flows from discontinued operations 1,203 1,646 1,160
Net cash flow from operating activities 14,223 14,336 12,668
20. Cash and cash equivalents

The majority of the Group’s cash is held in bank deposits, money market funds or in repurchase agreements which
have a maturity of three months or less to enable us to meet our short-term liquidity requirements.
Governance
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.
Restated
2017 2016
€m €m
Cash at bank and in hand 1,856 2,196
Money market funds and bank deposits 6,979 7,311
Repurchase agreements – 3,415
Cash and cash equivalents as presented in the statement of financial position 8,835 12,922
Financials
Bank overdrafts – (11)

Cash and cash equivalents of discontinued operations 467 –
Cash and cash equivalents as presented in the statement of cash flows 9,302 12,911
Cash and cash equivalents are held by the Group on a short-term basis with all having an original maturity of three months or less. The carrying
amount approximates their fair value.
Cash and cash equivalents of €1,132 million (2016: €1,624 million) are held in countries with restrictions on remittances but where the balances
could be used to repay subsidiaries’ third party liabilities.
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. 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
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 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. 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.
Carrying value and fair value information

Restated
2017 2016
Short-term Long-term Short-term Long-term
borrowings borrowings Total borrowings borrowings Total
€m €m €m €m €m €m
Financial liabilities measured at amortised cost:
Bank loans 867 2,741 3,608 2,851 8,799 11,650
Bank overdrafts – – – 11 – 11
Commercial paper 3,648 – 3,648 9,353 – 9,353
Bonds 660 19,345 20,005 521 14,275 14,796
Other liabilities1,2 4,632 305 4,937 5,474 297 5,771
Bonds in designated hedge relationships 2,244 12,132 14,376 2,050 13,718 15,768
12,051 34,523 46,574 20,260 37,089 57,349
Notes:
1 At 31 March 2017 amount includes €2,654 million (2016: €3,588 million) in relation to collateral support agreements.
2 Includes a €1.8 billion (2016: €1.8 billion) liability for payments due to holders of the equity shares in Kabel Deutschland AG under the terms of a domination and profit and loss transfer
agreement. Amount also includes €46 million (2016: €34 million) and €34 million (2016: €87 million) in short and long-term borrowings respectively in relation to the debt component of the
mandatory convertible bonds maturing on 25 August 2017 and 25 February 2019. These are compound instruments with nominal values recorded in equity. The initial fair value of future
coupons is recognised as debt and subsequently measured at amortised cost using the effective interest rate method.
Bank loans at 31 March 2016 include INR629 billion (€8 billion) of loans held by Vodafone India Limited (‘VIL’) and its subsidiaries (the ‘VIL Group’).
Each of the eight legal entities within the VIL Group provide cross guarantees to the lenders in respect of debt contracted by the other entities.
See note 7 “Discontinued operations and assets held for sale” for further details.
The fair value and carrying value of the Group’s short-term borrowings are as follows:
Euro equivalent nominal value Fair value Carrying value
Restated Restated Restated
2017 2016 2017 2016 2017 2016
€m €m €m €m €m €m
Financial liabilities measured at amortised cost1 9,163 17,374 9,180 17,700 9,147 17,689
Bonds: 647 500 667 505 660 521
4.75% euro 500 million bond due June 2016 – 500 – 505 – 521
5.375% sterling 600 million bond due December 2017 647 – 667 – 660 –
Bonds in designated hedge relationships: 2,244 2,021 2,241 2,070 2,244 2,050
5.625% US dollar 1,300 million bond due February 2017 – 1,142 – 1,188 – 1,172
1.625% US dollar 1,000 million bond due March 2017 – 879 – 882 – 878
1.25% US dollar 1,000 million bond due September 2017 935 – 934 – 934 –
1.5% US dollar 1,400 million bond due February 2018 1,309 – 1,307 – 1,310 –
Short-term borrowings 12,054 19,895 12,088 20,275 12,051 20,260
Note:
1 Amounts for 2017 include €46 million in relation to the short -term debt component of the mandatory convertible bonds.
The fair value and carrying value of the Group’s long-term borrowings are as follows:
Euro equivalent nominal value Fair value Carrying value
2017 2016 2017 2016 2017 2016
€m €m €m €m €m €m
Financial liabilities measured at amortised cost: 3,108 6,997 3,074 9,182 3,046 9,096
Overview
Bank loans 2,803 6,700 2,769 8,885 2,741 8,799
Other liabilities1 305 297 305 297 305 297
Bonds: 18,597 13,541 19,286 14,512 19,345 14,275

5.375% sterling 600 million bond due December 2017 – 694 – 737 – 716
5% euro 750 million bond due June 2018 750 750 795 829 781 780
8.125% sterling 450 million bond due November 2018 528 569 590 663 550 598
Floating rate note euro 1,750 million bond due February 2019 1,750 1,750 1,774 1,767 1,751 1,753
1% euro 1,750 million bond due September 2020 1,750 1,750 1,789 1,773 1,751 1,749
Convertible sterling 600 million bond due November 2020 – 759 – 759 – 699
Strategy
0.875% euro 750 million bond due November 2020 750 750 764 755 749 748
Floating rate note US dollar 60 million bond due March 2021 56 53 57 53 56 52
1.25% euro 1,250 million bond due August 2021 1,250 1,250 1,291 1,280 1,254 1,246
0.375% euro 1,000 million bond due November 2021 1000 – 992 – 998 –
4.65% euro 1,250 million bond due January 2022 1,250 1,250 1,495 1,507 1,430 1,463
5.375% euro 500 million bond due June 2022 500 500 620 629 629 649
1.75% euro 1,250 million bond due August 2023 1,250 1,250 1,309 1,298 1,258 1,247
0.5% euro 750 million bond due January 2024 750 – 723 – 743 –
1.875% euro 1,000 million bond due September 2025 1,000 1,000 1,051 1,033 1,000 999
Performance
5.625% sterling 250 million bond due December 2025 293 316 366 378 384 424
2.2% euro 1,750 million bond due August 2026 1,750 – 1,846 – 1,799 –
1.6% euro 1,000 million bond due July 2031 1,000 – 938 – 1,005 –
5.9% sterling 450 million bond due November 2032 528 569 693 689 748 818
2.75% euro 332 million bond due December 2034 332 331 348 362 334 334
3.375% sterling 800 million bond due August 2049 938 – 859 – 944 –
3% sterling 1,000 million bond due August 2056 1,172 – 986 – 1,181 –
Bonds in designated hedge relationships: 10,863 12,378 11,349 12,923 12,132 13,718
1.25% US dollar 1,000 million bond due September 2017 – 879 – 876 – 878
Governance
1.5% US dollar 1,400 million bond due February 2018 – 1,231 – 1,231 – 1,229
4.625% US dollar 500 million bond due July 2018 467 439 483 467 491 475
5.45% US dollar 1,250 million bond due June 2019 1,168 1,098 1,252 1,210 1,256 1,210
Convertible sterling 600 million bond due November 2020 703 – 686 – 660 –
4.375% US dollar 500 million bond due March 2021 467 439 497 479 483 459
2.5% US dollar 1,000 million bond due September 2022 935 879 914 878 920 902
2.95% US dollar 1,600 million bond due February 2023 1,496 1,406 1,472 1,391 1,546 1,516
0.375% Swiss franc 350 million bond due December 2024 327 – 328 – 333 –
3.215% Norwegian krona 850 million bond due November 2025 93 90 100 99 94 91
2.2% euro 1,750 million bond due August 2026 – 1,750 – 1,835 – 1,744
Financials
3.115% Norwegian krona 850 million bond due March 2027 93 – 100 – 93 –
0.625% Swiss franc 175 million bond due March 2027 164 – 164 – 164 –
0% euro 50 million bond due December 2028 186 186 147 145 150 129
7.875% US dollar 750 million bond due February 2030 701 659 929 841 1,031 987
0.5% Swiss franc 150 million bond due September 2031 140 – 133 – 142 –
6.25% US dollar 495 million bond due November 2032 463 435 542 505 605 575
6.15% US dollar 500 million bond due February 2037 467 439 538 493 624 592
5.35% US dollar 186 million bond due December 2045 174 163 179 167 176 166
4.6% US dollar 45 million bond due August 2046 42 – 39 – 42 –
5.35% US dollar 370 million bond due March 2047 346 – 351 – 347 –
Long-term borrowings 32,568 32,916 33,709 36,617 34,523 37,089
Note:
1 Amounts for 2017 include €34 million in relation to the long-term debt component of the mandatory convertible bonds.
21. Borrowings (continued)
Fair values of bonds and financial liabilities measured at amortised cost are based on Level 1 and 2 of the fair value hierarchy respectively, using
quoted market prices or discounted cash flows with a discount rate based upon forward interest rates available to the Group at the reporting date.
Further information can be found in note 23 “Capital and financial risk management”.
The Group’s gross and net debt includes certain bonds which have been designated in hedge relationships, which are carried at €2.0 billion
(2016: €2.1 billion) higher 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 are not reflected in gross debt and
would further reduce the euro equivalent redemption value of the bonds by €0.9 billion (2016: €1.2 billion).
Maturity of borrowings and other financial liabilities

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:
Loans in
Bank Commercial Other designated hedge
loans paper Bonds liabilities relationships Total
€m €m €m €m €m €m
Within one year 909 3,660 1,810 4,606 3,142 14,127

In one to two years 1,168 – 2,650 21 1,527 5,366
In two to three years 721 – 2,080 56 366 3,223
In three to four years 569 – 2,369 22 1,522 4,482
In four to five years – – 3,010 24 1,253 4,287
In more than five years 350 – 12,029 203 11,548 24,130
3,717 3,660 23,948 4,932 19,358 55,615
Effect of discount/financing rates (109) (12) (3,943) 5 (4,982) (9,041)
31 March 2017 3,608 3,648 20,005 4,937 14,376 46,574
Within one year 3,091 9,365 889 5,486 1,649 20,480
In one to two years 1,590 – 1,124 72 3,525 6,311
In two to three years 2,022 – 3,391 54 868 6,335
In three to four years 1,640 – 228 18 1,486 3,372
In four to five years 1,399 – 3,539 19 797 5,754
In more than five years 5,964 – 7,356 178 12,319 25,817
15,706 9,365 16,527 5,827 20,644 68,069
Effect of discount/financing rates (4,057) (11) (1,731) (46) (4,875) (10,720)
31 March 2016 restated 11,649 9,354 14,796 5,781 15,769 57,349
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:
Restated
2017 2016
Payable Receivable Payable Receivable
€m €m €m €m
Within one year 16,541 16,462 32,870 34,035
In one to two years 4,788 5,201 10,660 10,918
In two to three years 3,000 3,141 4,815 5,244
In three to four years 1,913 2,038 2,641 2,988
In four to five years 1,567 1,706 2,419 2,592
In more than five years 18,743 22,491 23,841 26,429
46,552 51,039 77,246 82,206
Payables and receivables are stated separately in the table above as settlement is on a gross basis. The net effect of discount/financing rates
is €2,282 million (2016: €1,495 million), leaving a €2,205 million (2016: €3,465 million) net receivable in relation to financial instruments. This is split
€2,077 million (2016: €1,978 million) within trade and other payables and €4,282 million (2016: €5,443 million) within trade and other receivables.
Gains and losses recognised in the hedging reserve in equity on cross-currency interest rate swaps as at 31 March 2017 will be continuously
released to the income statement within financing costs until the repayment of certain bonds classified as loans designated in hedge relationships
in the table of maturities of non-derivative financial liabilities above.
The currency split of the Group’s foreign exchange derivatives (which includes cross-currency interest rate swaps and foreign exchange swaps)
is as follows:
Restated
2017 2016
Payable Receivable Payable Receivable
Overview
€m €m €m €m
Sterling 1,176 6,576 22,625 18,026
Euro 23,167 5,556 14,762 24,496
US dollar 4,246 19,482 9,799 12,872
Japanese yen – – 851 –
Other 5,420 4,813 6,814 1,005
34,009 36,427 54,851 56,399
Payables and receivables are stated separately in the table above as settlement is on a gross basis. The net effect of discount/financing rates
is €2,008 million (2016: €51 million), leaving a €410 million (2016: €1,599 million) net receivable in relation to foreign exchange financial instruments.
This is split €1,400 million (2016: €750 million) within trade and other payables and €1,810 million (2016: €2,349 million) within trade and other
Strategy
receivables. The present value of minimum lease payments under finance lease arrangements under which the Group has leased certain of its
equipment is included within other liabilities and is analysed as follows:
Restated
2017 2016
€m €m
Within one year 68 15
In two to five years 78 63
In more than five years 160 138
306 216
Interest rate and currency of borrowings is as follows:  
Performance
Total Floating rate Fixed rate Other
borrowings borrowings borrowings1 borrowings2
Currency €m €m €m €m
Sterling 4,552 5 4,547 –
Euro 37,420 7,517 28,009 1,894
US dollar 4,449 4,172 277 –
Other 153 13 140 –
31 March 2017 46,574 11,707 32,973 1,894
Sterling 3,528 114 3,257 157

Euro 37,814 14,697 21,309 1,808
Governance
US dollar 7,122 6,883 239 –
Other 8,885 3,011 5,874 –
31 March 2016 restated 57,349 24,705 30,679 1,965
Notes:
1 The weighted average interest rate for the Group’s sterling denominated fixed rate borrowings is 2.5% (2016: 4.6%). The weighted average time for which these rates are fixed is 16.6 years
(2016: 6.4 years). The weighted average interest rate for the Group’s euro denominated fixed rate borrowings is 2.1% (2016: 2.7%). The weighted average time for which the rates are fixed
is 8.4 years (2016: 6.5 years). The weighted average interest rate for the Group’s US dollar denominated fixed rate borrowings is 0.2% (2016: 3.6%). The weighted average time for which the
rates are fixed is 0.1 years (2016: 2.0 years). The weighted average interest rate for the Group’s other currency fixed rate borrowings is 8.5% (2016: 9.4%). The weighted average time for which
the rates are fixed is 12.0 years (2016: 6.8 years).
2 At 31 March 2017 other borrowings of €1.9 billion (2016: €2.0 billion) include a €1.8 billion (2016: €1.8 billion) liability for payments due to holders of the equity shares in Kabel Deutschland AG
under the terms of a domination and profit and loss transfer agreement.
The figures shown in the tables above take into account cross-currency and interest rate swaps used to manage the currency and interest rate
Financials
profile of financial liabilities. Interest on floating rate borrowings is generally based on national LIBOR equivalents or government bond rates in the
relevant currencies. Additional protection from euro interest rate movements is provided by fixing interest rates or reducing floating interest rates
using interest rate swaps or interest rate futures1.   
Restated
2017 2016
Interest rate Interest rate Interest rate Interest rate
futures swaps futures swaps
€m €m €m €m
Within one year 291 3,125 (3,734) 2,145
In one to two years – 3,000 3,414 1,920
In two to three years – 8,875 2,033 1,807
In three to four years – (1,000) – 7,114

In four to five years – (3,125) – (1,807)
In more than five years2 – 3,300 – (3,049)
Notes:
1 In the table above, figures shown as positive indicate an increase in fixed interest debt and figures shown in brackets indicate a reduction in fixed interest debt.
2 Figures shown as “in more than five years” relate to the periods from March 2026 to March 2047 (2016: March 2021 to March 2022).
21. Borrowings (continued)
Borrowing facilities
Committed facilities expiry
Restated
2017 2016
Drawn Undrawn Drawn Undrawn
€m €m €m €m
Within one year 460 – 1,666 2,297
In one to two years 855 – 878 11
In two to three years 551 502 1,228 9
In three to four years 502 3,861 874 291
In four to five years 568 3,678 837 7,405
In more than five years 380 – 770 354
31 March 3,316 8,041 6,253 10,367
At 31 March 2017 the Group’s most significant committed facilities comprised two revolving credit facilities which remained undrawn throughout
the year of US$4.0 billion (€3.8 billion) maturing in three to four years and US$4.1 billion (€3.8 billion) maturing in three to five years. Under the terms
of these bank facilities, lenders have the right, but not the obligation, to cancel their commitment 30 days from the date of notification of a change
of control of the Company and have outstanding advances repaid on the last day of the current interest period. The facility agreements provide for
certain structural changes, that do not affect the obligations of the Company, to be specifically excluded from the definition of a change of control.
This is in addition to the rights of lenders to cancel their commitment if the Company has committed an event of default.
The terms and conditions of the Group’s drawn facilities obtained in relation to projects in its Italian, German, Turkish, United Kingdom and Romanian
operations of €2.0 billion in aggregate are similar to those of the US dollar and euro revolving credit facilities. Further information on these facilities
can be found in note 22 “Liquidity and capital resources”.
22. Liquidity and capital resources

This section includes an analysis of net debt, which we use to manage capital, and committed borrowing facilities.
Net debt
Net debt was €31.2 billion at 31 March 2017 and includes liabilities for amounts payable under the domination agreement in relation to Kabel
Deutschland AG (€1.8 billion). This decreased by €5.7 billion in the year primarily as a result of the classification of Vodafone India as discontinued
operations. Further information can be found in note 7 “Discontinued operations and assets held for sale”.
Net debt represented 44% of our market capitalisation at 31 March 2017 compared to 46% at 31 March 2016. Average net debt at month end
accounting dates over the 12-month period ended 31 March 2017 was €33.0 billion and ranged between net debt of €29.9 billion and €37.9 billion.
Our consolidated net debt position at 31 March was as follows: 
Restated
2017 2016
€m €m
Cash and cash equivalents 8,835 12,922
Short-term borrowings
Bonds (2,904) (2,571)
Commercial paper1 (3,648) (9,353)
Put options over non-controlling interests2 (1,837) (1,809)
Bank loans (867) (2,851)
Other short-term borrowings3 (2,795) (3,676)
(12,051) (20,260)
Long-term borrowings
Put options over non-controlling interests – (6)
Bonds, loans and other long-term borrowings4 (34,523) (37,083)
(34,523) (37,089)
Other financial instruments5 6,570 7,512
Net debt (31,169) (36,915)
Notes:
1 At 31 March 2017 US$1,484 million was drawn under the US commercial paper programme and €2,262 million were drawn under the euro commercial paper programme.
2 Includes a €1.8 billion (2016: €1.8 billion) liability for payments due to holders of the equity shares in Kabel Deutschland AG under the terms of a domination and profit and loss
transfer agreement.
3 At 31 March 2017 the amount includes €2,654 million (2016: €3,588 million) in relation to cash received under collateral support agreements. Amount also includes €46 million
(2016: €63 million) in relation to the short-term debt component of the mandatory convertible bonds maturing on 25 August 2017 and 25 February 2019.
4 At 31 March 2017 the amount includes €34 million (2016: €87 million) in relation to the long-term debt component of the mandatory convertible bonds maturing on 25 February 2019.
5 Comprises mark-to-market adjustments on derivative financial instruments which are included as a component of trade and other receivables €4,282 million (2016: €5,443 million) and trade
and other payables €2,077 million (2016: €1,978 million). Amount also includes €4,365 million (2016: €4,048 million) comprised of short-term investments primarily in index-linked government
bonds and managed investment funds included as a component of other investments and collateral passed in relation to derivative financial instruments including put options issued with
regards to the mandatory convertible bonds hedging arrangements.
At 31 March 2017 we had €8,835 million of cash and cash equivalents which are held in accordance with the counterparty and settlement risk limits
of the Board approved treasury policy. The main forms of liquid investment at 31 March 2017 were managed investment funds, money market
funds, UK index-linked government bonds and bank deposits.
The cash received from collateral support agreements mainly reflects the value of our interest rate swap and cross-currency interest rate
swap portfolios which are substantially net present value positive. See note 23 “Capital and financial risk management” for further details
Overview
on these agreements.
Commercial paper programmes
We currently have US and euro commercial paper programmes of US$15 billion and €8 billion respectively which are available to be used to meet
short-term liquidity requirements. At 31 March 2017 amounts external to the Group of €2,262 million were drawn under the euro commercial paper
programme and US$1,484 million (€1,386 million) were drawn down under the US commercial paper programme, with such funds being provided
by counterparties external to the Group. At 31 March 2016 amounts external to the Group of €8,907 million and US$38 million (€33 million)
were drawn under the euro commercial paper programme and US$471 million (€413 million) were drawn down under the US commercial paper
programme, with such funds being provided by counterparties external to the Group.
The commercial paper facilities were supported by US$4.1 billion (€3.8 billion) and €4.0 billion of syndicated committed bank facilities
(see “Committed facilities” below). No amounts had been drawn under either bank facility.
Strategy
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 2017 the total amounts in issue under these programmes split by currency were US$12.3 billion, €15.1 billion, £4.2 billion,
CHF0.7 billion and NOK1.7 billion.
At 31 March 2017 we had bonds outstanding with a nominal value of €32.3 billion. During the year ended 31 March 2017 bonds with a nominal
value equivalent of €6.0 billion were issued under the euro medium-term note programme. The bonds issued in the year were:
Nominal amount Euro equivalent
Date of bond issue Maturity of bond Programme Currency Millions €m
6 March 2017 22 November 2021 EMTN Euro 1,000 1,000
Performance
30 September 2016 30 January 2024 EMTN Euro 750 750
3 June 2016 3 December 2024 EMTN Swiss franc 350 327
1 March 2017 1 March 2027 EMTN Norwegian krona 850 93
15 March 2017 15 March 2027 EMTN Swiss franc 175 164
29 July 2016 29 July 2031 EMTN Euro 1,000 1,000
19 September 2016 19 September 2031 EMTN Swiss franc 150 140
9 August 2016 9 August 2046 EMTN US dollar 45 42
9 March 2017 9 March 2047 EMTN US dollar 370 346
8 August 2016 9 August 2049 EMTN Pound sterling 800 938
12 August 2016 12 August 2056 EMTN Pound sterling 1,000 1,172
Governance
On 25 February 2016 the Group issued £2.9 billion (€3.5 billion) of subordinated mandatory convertible bonds issued in two tranches, with the first
£1.4 billion (€1.7 billion) maturing on 25 August 2017 and a further £1.4 billion (€1.7 billion) maturing on 25 February 2019 with coupons of 1.5%
and 2.0% respectively. At the initial conversion price adjusted for dividends declared during the year, of £2.0546, at maturity the bond will convert
to 1,401,732,698 Vodafone Group Plc shares representing approximately 5% of Vodafone’s share capital. The mandatory bonds are compound
instruments with nominal values of £2.8 billion (€3.5 billion) recognised as a component of shareholders’ funds in equity. The fair value of future
coupons of £0.1 billion (€0.1 billion) is recognised as a financial liability in borrowings and subsequently measured at amortised cost using the
effective interest rate method. Refer to the consolidated statement of changes in equity on page 101.
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 during the term of the bonds. Should the Group decide to buy back
ordinary shares to mitigate the dilution resulting from the conversion, the hedging strategy will provide a hedge for the repurchase price.
Financials
Own shares
The Group held a maximum of 2,254,825,696 of its own shares during the year which represented 8.0% of issued share capital at that time.
22. Liquidity and capital resources (continued)
Committed facilities
In aggregate we have committed facilities of approximately €11,357 million, of which €8,041 million was undrawn and €3,316 million was drawn
at 31 March 2017. The following table summarises the committed bank facilities available to us at 31 March 2017.
Committed bank facilities Amounts drawn Terms and conditions
28 March 2014
€4.0 billion syndicated No drawings have been made against Lenders have the right, but not the obligation, to cancel their
revolving credit facility, this facility. The facility supports our commitments and have outstanding advances repaid no sooner than
maturing 28 March 2021. commercial paper programmes and 30 days after notification of a change of control. This is in addition to
may be used for general corporate the rights of lenders to cancel their commitment if we commit an event
purposes including acquisitions. of default; however, it should be noted that a material adverse change
clause does not apply.
The facility matures on 28 March 2021. From March 2020 the facility
size will be €3.9 billion as one lender did not extend the facility as per the
request from the Company.
27 February 2015
US$4.1 billion syndicated No drawings have been made against Lenders have the right, but not the obligation, to cancel their
revolving credit facility, this facility. The facility supports our commitments and have outstanding advances repaid no sooner than
maturing 27 February 2022. commercial paper programmes and 30 days after notification of a change of control. This is in addition to
may be used for general corporate the rights of lenders to cancel their commitment if we commit an event
purposes including acquisitions. of default; however, it should be noted that a material adverse change
clause does not apply.
The facility matures on 27 February 2022. From March 2020 the facility
size will be US$3.9 billion as one lender did not extend the facility as per
the request from the Company.
27 November 2013
£0.5 billion loan facility, This facility was drawn down in full in As per the syndicated revolving credit facilities with the addition that,
maturing 12 December 2021. euro, as allowed by the terms of the should our UK and Irish operating companies spend less than the
facility, on 12 December 2014. equivalent of £0.9 billion on capital expenditure, we will be required
to repay the drawn amount of the facility that exceeds 50% of the
capital expenditure.
15 September 2009
€0.4 billion loan facility, This facility was drawn down in full on As per the syndicated revolving credit facilities with the addition that,
maturing 30 July 2017. 30 July 2010. should our German operating company spend less than the equivalent
of €0.8 billion on VDSL related capital expenditure, we will be required
to repay the drawn amount of the facility that exceeds 50% of the VDSL
capital expenditure.
29 September 2009
US$0.1 billion export credit This facility is fully drawn down and As per the syndicated revolving credit facilities with the addition that the
agency loan facility, final is amortising. Company was permitted to draw down under the facility based upon the
maturity date 19 September eligible spend with Ericsson up until the final draw down date of 30 June
2018. 2011. Quarterly repayments of the drawn balance commenced on
30 June 2012 with a final maturity date of 19 September 2018.
8 December 2011
maturing on 5 June 2020. 5 June 2013. should our Italian operating company spend less than the equivalent of
€1.3 billion on capital expenditure, we will be required to repay the drawn
amount of the facility that exceeds 50% of the capital expenditure.
20 December 2011
maturing 1 September 2019. 18 September 2012. should our Turkish and Romanian operating companies spend less than
4 March 2013 the equivalent of €1.3 billion on capital expenditure, we will be required
€0.1 billion loan facility, This facility was drawn down in full on to repay the drawn amount of the facility that exceeds 50% of the
maturing 2 September 2020. 4 December 2013. capital expenditure.
Committed bank facilities Amounts drawn Terms and conditions

2 December 2014
US$0.8 billion loan facility, US$0.8 billion was drawn from the As per the syndicated revolving credit facilities with the addition that
maturing 2 June 2018. facility on 8 June 2015. The remaining the expenditure should be spent on projects involving Canadian
US$0.05 billion was cancelled on the domiciled entities.
Overview
same date.
17 December 2014
€0.35 billion loan facility, This facility is fully drawn down on As per the syndicated revolving credit facilities with the addition that,
maturing on 16 June 2023. 16 June 2016. should our German operating company spend less than the equivalent
of €0.7 billion on capital expenditure, we will be required to repay the
drawn amount of the facility that exceeds 50% of the capital expenditure.
Furthermore, certain of our subsidiaries are funded by external facilities which are non-recourse to any member of the Group other than the
borrower. These facilities may only be used to fund their operations. At 31 March 2017 Vodafone Egypt had a fully drawn term loan of US$53 million
(€50 million) and undrawn revolving credit facilities of EGP4 billion (€207 million). Vodacom had fully drawn facilities of US$112 million (€105 million)
and facilities of ZAR0.48 billion (€33.3 million) of which ZAR0.47 billion (€32.8 million) was drawn. Vodafone Ghana had fully drawn facilities
Strategy
of US$142 million (€133 million) and GHS60 million (€13 million).
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 KDG 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
Under the terms of the sale and purchase agreement governing the disposal of the US Group, including the 45% interest in Verizon Wireless,
Performance
the Group retains the responsibility for any tax liabilities of the US Group, excluding those relating to the Verizon Wireless partnership, for periods
up to the completion of the transaction on 21 February 2014.
Put options issued as part of the hedging strategy for the mandatory convertible bonds permit the holders to exercise against the Group 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 during the year, on 1,402 million shares.
Sale of trade receivables
During the year the Group sold certain trade receivables to a financial institution. Whilst there are no repurchase obligations in respect of these
receivables, the Group provided a credit guarantee 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 2017 was €360 million.
Governance
No provision has been made in respect of these guarantees as the likelihood of a cash outflow has been assessed as remote.
Financials
23. Capital and financial risk management

This note details our 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 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.
Put option arrangements over non-controlling interest
The potential cash payments related to put options issued by the Group over the equity of subsidiary companies are accounted for as financial
liabilities when such options may only be settled by exchange of a fixed amount of cash or another financial asset for a fixed number of shares
in the subsidiary.
The amount that may become payable under the option on exercise is initially recognised at present value within borrowings with a corresponding
charge directly to equity. The charge to equity is recognised separately as written put options over non-controlling interests, adjacent to non-
controlling interests in the net assets of consolidated subsidiaries. The Group recognises the cost of writing such put options, determined as the
excess of the present value of the option over any consideration received, as a financing cost.
Such options are subsequently measured at amortised cost, using the effective interest rate method, in order to accrete the liability up to the
amount payable under the option at the date at which it first becomes exercisable; the charge arising is recorded as a financing cost. In the event
that the option expires unexercised, the liability is derecognised with a corresponding adjustment to equity.
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. 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 changes in value are deferred to other comprehensive income or equity respectively. The Group
does not use derivative financial instruments for speculative purposes.
Derivative financial instruments are initially measured at fair value on the contract date and are subsequently remeasured to fair value at each
reporting date. The Group 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’); or
–– hedges of net investments in foreign operations.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge
accounting, or if the Company chooses to end the hedging relationship.
Fair value hedges
The Group’s policy is to use derivative instruments (primarily interest rate swaps) to convert a proportion of its fixed rate debt to floating rates in order
to hedge the interest rate risk arising, principally, from capital market borrowings. The Group designates these as fair value hedges of interest rate risk
with changes in fair value of the hedging instrument recognised in the income statement for the period together with the changes in the fair value
of the hedged item arising from the hedged risk, to the extent the hedge is effective. Gains or losses relating to any ineffective portion are recognised
immediately in the income statement.
Cash flow hedges
Cash flow hedging is used by the Group 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.
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.
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.
Net investment hedges
Exchange differences arising from the translation of the net investment in foreign operations are recognised directly in equity. Gains and losses
Overview
on those hedging instruments (which include bonds, commercial paper, cross-currency swaps and foreign exchange contracts) designated
as hedges of the net investments in foreign operations are recognised in equity to the extent that the hedging relationship is effective; these
amounts are included in exchange differences on translation of foreign operations as stated in the statement of comprehensive income. Gains and
losses relating to hedge ineffectiveness are recognised immediately in the income statement for the period. Gains and losses accumulated in the
translation reserve are included in the income statement when the foreign operation is disposed of.
Capital management
The following table summarises the capital of the Group at 31 March:
Restated
2017 2016
€m €m
Strategy
Financial assets:
Cash and cash equivalents (8,835) (12,922)
Fair value through the income statement (held for trading) (6,169) (5,261)
Loans and receivables (685) (1,986)
Derivative instruments in designated hedge relationships (1,793) (2,243)
Financial liabilities:
Fair value through the income statements (held for trading) 1,636 1,714
Derivative instruments in designated hedge relationships 441 264
Financial liabilities held at amortised cost 46,574 57,349
Net debt 31,169 36,915
Performance
Equity 73,719 85,136
Capital 104,888 122,051
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. The Board has approved three internal debt protection ratios being: net interest to operating cash flow (plus dividends from
associates); retained cash flow (operating cash flow plus dividends from associates less interest, tax, dividends to non-controlling shareholders and
equity dividends) to net debt; and operating cash flow (plus dividends from associates) to net debt. These internal ratios establish levels of debt that
the Group should not exceed other than for relatively short periods of time and are shared with the Group’s debt rating agencies being Moody’s,
Fitch Ratings and Standard & Poor’s.
Governance
Financial risk management
The Group’s treasury function manages centrally the Group’s funding requirement, net foreign exchange exposure, interest rate management
exposures and counterpart 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
on 3 November 2015. A treasury risk committee comprising of the Group’s Chief Financial Officer, Group General Counsel and Company Secretary,
Group Financial Controller, Group Treasury Director and Director of Financial Reporting 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.
The Group uses a number of derivative instruments for currency and interest rate risk management purposes only that are transacted by specialist
Financials
treasury personnel. The Group mitigates banking sector credit risk by the use of collateral support agreements.
Credit risk
The Group considers its exposure to credit risk at 31 March to be as follows:
Restated
2017 2016
€m €m
Cash at bank and in hand 1,856 2,196
Repurchase agreements – 3,415
Cash held in restricted deposits 1,109 1,000
UK government bonds 466 833

Money market fund investments and bank deposits 6,979 7,311
Other investments – debt and bonds 7,919 8,027
Trade receivables 5,335 6,037
Other receivables and accrued income 2,886 4,055
30,832 38,317
23. Capital and financial risk management (continued)
The Group invested in UK index-linked government bonds on the basis that they generated a floating rate return in excess of £ LIBOR and are
amongst the most creditworthy of investments available.
The Group has two managed investment funds. These funds hold fixed income euro securities and the average credit quality is high double A.
Money market investments are in accordance with established internal treasury policies which dictate that an investment’s long-term credit rating
is no lower than mid BBB. Additionally, the Group invests in AAA unsecured money market mutual funds where the investment is limited to 10%
of each fund.
The Group also invests in a fund where the underlying assets are supply chain receivables, the creditworthiness of which are enhanced
by an insurance wrapper as provided by established insurance companies with a long-term credit rating of at least A-.
The Group invests in repurchase agreements which are fully collateralised investments. The collateral is sovereign and supranational debt with
at least one AAA rating denominated in euros, sterling and US dollars and can be readily converted to cash. In the event of any default, ownership
of the collateral would revert to the Group. Detailed below is the value of the collateral held by the Group at 31 March:
Restated
2017 2016
€m €m
Sovereign – 3,415
Supranational – –
– 3,415
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 (i) reference to the long-term credit ratings assigned for that counterparty by Moody’s, Fitch Ratings and Standard & Poor’s; (ii) that
counterparty’s five year credit default swap (‘CDS’) spread; and (iii) the sovereign credit rating of that counterparty’s principal operating jurisdiction.
Furthermore, collateral support agreements were introduced from the fourth quarter of 2008. Under collateral support agreements the
Group’s exposure to a counterparty with whom a collateral support agreement is in place is reduced to the extent that the counterparty 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.
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 short-term borrowings, held by the Group at 31 March: 
Restated
2017 2016
€m €m
Cash collateral 2,654 3,588
The majority of the Group’s trade receivables are due for maturity within 90 days and largely comprise amounts receivable from consumers and
business customers. At 31 March 2017 €3,322 million (2016: €4,082 million) of trade receivables were not yet due for payment. Overdue trade
receivables consisted of €789 million (2016: €1,636 million) relating to the Europe region, and €423 million (2016: €318 million) relating to the AMAP
region. Financial statements are monitored by management and provisions for bad and doubtful debts raised where it is deemed appropriate.
The following table presents ageing of receivables that are past due and provisions for doubtful receivables that have been established:
Restated
2017 2016
Gross Less Net Gross Less Net
receivables provisions receivables receivables provisions receivables
€m €m €m €m €m €m
30 days or less 730 (27) 703 919 (344) 575

Between 31 and 60 days 125 (23) 102 330 (87) 243
Between 61 and 180 days 648 (258) 390 498 (113) 385
Greater than 180 days 1,423 (1,077) 346 1,401 (650) 751
2,926 (1,385) 1,541 3,148 (1,194) 1,954
Concentrations of credit risk with respect to trade receivables are limited given that the Group’s customer base is large and unrelated. Due to this,
management believes there is no further credit risk provision required in excess of the normal provision for bad and doubtful receivables.
Amounts charged to administrative expenses during the year ended 31 March 2017 were €589 million (2016: €679 million) (see note 15 “Trade and
other receivables”).
As discussed in note 30 “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. The security takes the form of an English law pledge over
UK index-linked government bonds.
Liquidity risk
At 31 March 2017 the Group had €4.0 billion and US$4.1 billion syndicated committed undrawn bank facilities which support the US$15 billion
and €8.0 billion commercial paper programme available to the Group. The Group uses commercial paper and bank facilities to manage short-term
liquidity and manages long-term liquidity by raising funds in the capital markets.
The euro syndicated committed facility has a maturity date of 28 March 2021. The US$ syndicated committed facility has a maturity date
of 27 February 2022. Both facilities have remained undrawn throughout the financial year and since year end and provide liquidity support.
The Group manages liquidity risk on long-term 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. Long-term borrowings mature between one and 39 years.
Liquidity is reviewed daily on at least a 12 month rolling basis and stress tested on the assumption that all commercial paper outstanding
matures and is not reissued. The Group maintains substantial cash and cash equivalents which at 31 March 2017 amounted to €8,835 million
(2016: €12,922 million).
Overview
Market risk
Interest rate management
Under the Group’s interest rate management policy, interest rates on monetary assets and liabilities denominated in euros, US dollars and sterling
are maintained on a floating rate basis except for periods up to six years where interest rate fixing has to be undertaken in accordance with treasury
policy. The policy also allows euros, US dollars and sterling to be moved to a fixed rate basis if interest rates are statistically low. Where assets and
liabilities are denominated in other currencies interest rates may also be fixed. In addition, fixing is undertaken for longer periods when interest rates
are statistically low.
For each one hundred basis point rise in market interest rates for all currencies in which the Group had borrowings at 31 March 2017 there would
be an increase in profit before tax by approximately €470 million (2016: approximately €29 million) including mark-to-market revaluations of interest
Strategy
rate and other derivatives and the potential interest on outstanding tax issues. There would be no material impact on equity.
At 31 March 2017 other than USD denominated liabilities, which are retained in order to hedge foreign exchange movements arising from our
investment in VZ Communication loan notes, substantially all of our outstanding liabilities are held on a fixed interest rate basis in accordance with
treasury policy.
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 certain de minimis level.
Performance
At 31 March 2017 19% of net debt was denominated in currencies other than euro (8% US dollar, 5% South African rand and 6% other). This allows
US dollar, South African rand and other debt to be serviced in proportion to expected future cash flows and therefore provides a partial hedge
against income statement translation exposure, as interest costs will be denominated in foreign currencies.
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 2017 the Group held financial liabilities
in a net investment against the Group’s South African rand. Sensitivity to foreign exchange movements on the hedging liabilities, analysed
against a strengthening of the South African rand by 18% would result in a decrease in equity of €493 million which would be fully offset
Governance
by foreign exchange movements on the hedged net assets. At 31 March 2016 the Group held financial liabilities in a net investment against the
Group’s consolidated euro net assets. Subsequent to the change in the Company’s functional currency and the Group’s presentation currency
from sterling to euro with effect from 1 April 2017, the Group’s primary foreign exchange exposure is to South African rand (2016: euro).
The following table details the Group’s sensitivity of the Group’s adjusted operating profit to a strengthening of the Group’s major currency in which
it transacts. The percentage movement applied to the currency is based on the average movements in the previous three annual reporting periods.
Amounts are calculated by retranslating the operating profit of each entity whose functional is South African rand.
Restated
2017 2016
€m €m
ZAR 18% change (2016: 20%) – Operating profit1 249 251
Euro no change (2016: 8%) – Operating profit1,2 – 138
Financials
Notes:
1 Operating profit before impairment losses and other income and expense.
2 The Group is predominantly exposed to South African rand following the change in the functional currency from sterling to euro.
At 31 March 2017 the Group’s sensitivity to foreign exchange movements, analysed against a strengthening of the US dollar by 11% (2016: 8%) on its
external US dollar exposure, would decrease the profit before tax by €100 million (2016: €76 million). Foreign exchange on certain sterling balances
analysed against a 10% strengthening of sterling would decrease the profit before tax by €262 million (2016: €nil).
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 during the term of the bonds. As at 31 March 2017 the
Group’s sensitivity to a movement of 7% (2016: 5%) in its share price would result in an increase or decrease in profit before tax of approximately
€236 million (2016: €182 million).
23. Capital and financial risk management (continued)
Fair value of financial instruments 

The table below sets out the valuation basis1 of financial instruments held at fair value by the Group at 31 March.
Level 12 Level 23 Total
2017 2016 2017 2016 2017 2016
€m €m €m €m €m €m
Financial assets:
Fair value through the income statement – – 4,323 2,466 4,323 2,466
Derivative financial instruments:
Interest rate swaps – – 2,460 3,049 2,460 3,050
Cross-currency interest rate swaps – – 1,707 2,056 1,707 2,055
Options – – 12 46 12 46
Foreign exchange contracts – – 103 292 103 292
Interest rate futures – – 3 5 3 5
– – 8,608 7,914 8,608 7,914
Financial investments available-for-sale:
Listed equity securities4 3 3 – – 3 3
Unlisted equity securities4 – – 82 104 82 104
3 3 82 104 85 107
3 3 8,690 8,018 8,693 8,021
Financial liabilities:
Derivative financial instruments:
Interest rate swaps – – 614 1,147 614 1,147
Cross-currency interest rate swaps – – 1,324 675 1,324 675
Options – – 63 81 63 81
Foreign exchange contracts – – 76 75 76 75
– – 2,077 1,978 2,077 1,978
Notes:
1 There were no changes made during the year to valuation methods or the processes to determine classification and no transfers were made between the levels in the fair value hierarchy.
2 Level 1 classification comprises financial instruments where fair value is determined by unadjusted quoted prices in active markets for identical assets or liabilities.
3 Level 2 classification 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.
Derivative financial instrument fair values are present values determined from future cash flows discounted at rates derived from market sourced data.
4 Listed and unlisted securities are classified as held for sale financial assets and fair values are derived from observable quoted market prices for similar items. Details are included in note 13
“Other investments”.
Fair value and carrying value information

The fair values and carrying values of the Group’s financial assets and financial liabilities held at amortised cost are set out in the table below1.
Unless otherwise stated, the valuation basis is Level 2, comprising financial instruments where fair value is determined from inputs other than
quoted prices observable for the asset or liability either directly or indirectly. The fair value of bonds are based on Level 1 of the fair value hierarchy,
using unadjusted quoted market prices for identical assets or liabilities.
Fair value Carrying value
Restated Restated
2017 2016 2017 2016
€m €m €m €m
Cash and cash equivalents2 8,835 12,922 8,835 12,922
Cash and other investments held in restricted deposits2 1,109 1,000 1,109 1,000
Other debt and bonds3 4,062 6,389 4,062 6,389
14,006 20,311 14,006 20,311
Short-term borrowings:
Bonds4 (2,908) (2,575) (2,904) (2,571)
Commercial paper5 (3,648) (9,353) (3,648) (9,353)
Bank loans and other short-term borrowings5 (5,532) (8,346) (5,499) (8,336)
(12,088) (20,274) (12,051) (20,260)
Long-term borrowings:
Bonds4 (30,635) (27,435) (31,477) (27,993)
Bank loans and other long-term borrowings5 (3,074) (9,182) (3,046) (9,096)
(33,709) (36,617) (34,523) (37,089)
(31,791) (36,580) (32,568) (37,038)
Notes:
1 The Group’s trade and other receivables and trade and other payables are not shown in the table above. The carrying amounts of both categories approximate their fair values.
2 Cash and cash equivalents are held by the Group on a short-term basis with all having a maturity of three months or less. The carrying value approximates their fair value.
3 Other debt and bonds is predominantly comprised of loan notes from Verizon Communications Inc. (see note 13 “Other investments”), collateral paid on derivative financial instruments and
short term investments in funds where the underlying assets are supply chain receivables.
4 The Group’s bonds are held at amortised cost with fair values available from market observable prices.
5 Commercial paper and other bank loans are held at amortised cost with fair values calculated from market observable data where appropriate.
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 2017 Related amounts not set off in the balance sheet
Amounts Right of set off
Overview
presented in with derivative
Gross amount Amount set off balance sheet counterparties Cash collateral Net amount
€m €m €m €m €m €m
Derivative financial assets 4,282 – 4,282 (1,505) (2,654) 123
Derivative financial liabilities (2,077) – (2,077) 1,505 384 (188)
Total 2,205 – 2,205 – (2,270) (65)
At 31 March 2016 restated Related amounts not set off in the balance sheet
Amounts Right of set off
presented in with derivative
Gross amount Amount set off balance sheet counterparties Cash collateral Net amount
€m €m €m €m €m €m
Derivative financial assets 5,443 – 5,443 (1,538) (3,588) 317
Strategy
Derivative financial liabilities (1,978) – (1,978) 1,538 139 (301)
Total 3,465 – 3,465 – (3,449) 16
Financial assets and liabilities are offset and the 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 short-term investments” or “short-term debt” respectively.
Performance
24. 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:
Restated Restated
2017 2016 2015
€m €m €m
Salaries and fees 4 5 5
Governance
Incentive schemes1 2 4 4
Other benefits2 1 1 1
7 10 10
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.
The aggregate gross pre-tax gain made on the exercise of share options in the year ended 31 March 2017 by one Director who served during the
year was €0.7 million (2016: one Director, €0.2 million; 2015: one Director, €<€0.1 million).
Key management compensation

Financials
Aggregate compensation for key management, being the Directors and members of the Executive Committee, was as follows:
Restated Restated
2017 2016 2015
€m €m €m
Short-term employee benefits 24 30 23
Share-based payments 25 26 23
49 56 46
25. 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.
2017 2016 2015
Employees Employees Employees
By activity:
Operations 18,207 18,869 17,602
Selling and distribution 38,252 38,325 35,629
Customer care and administration 55,097 54,490 52,069
111,556 111,684 105,300
By segment:
Germany 14,478 14,862 14,520
Italy 6,601 6,676 6,757
Spain 5,118 5,935 5,324
UK 13,238 13,323 12,437
Other Europe 15,801 16,058 15,190
Europe 55,236 56,854 54,228
India (Discontinued operations) 13,187 13,346 12,303
Vodacom 7,590 7,515 7,260
Other Africa, Middle East and Asia-Pacific 14,183 14,262 14,312
Africa, Middle East and Asia-Pacific 34,960 35,123 33,875
Common Functions 21,360 19,707 17,197
Total 111,556 111,684 105,300
The cost incurred in respect of these employees (including Directors) was:

Restated Restated
2017 2016 2015
€m €m €m
Wages and salaries 4,630 4,759 4,265
Social security costs 582 621 563
Other pension costs (note 26) 212 270 239
Share-based payments (note 27) 95 154 104
5,519 5,804 5,171
India (Discontinued operations) 217 212 182
Total 5,736 6,016 5,353
26. Post employment benefits

We operate a number of defined benefit and defined contribution pension plans for our employees.
The Group’s largest defined benefit scheme is in the UK. For further details see “Critical accounting
Overview
judgements and key sources of estimation uncertainty” in note 1 “Basis of preparation” to the consolidated
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 liability on the statement of financial position. Scheme 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 statement of comprehensive income as incurred. For this purpose, actuarial gains and losses comprise
both the effects of changes in actuarial assumptions and experience adjustments arising because of differences between the previous actuarial
assumptions and what has actually occurred. The return on plan assets, in excess of interest income, is also taken to other comprehensive income.
Strategy
Other movements in the net surplus or deficit are recognised in the income statement, including the current service cost, any past service cost and
the effect of any settlements. The interest cost less the expected interest income on assets is also charged to the income statement. The amount
charged to the income statement in respect of these plans is included within operating costs or in the Group’s share of the results of equity
accounted operations, as appropriate.
Cumulative actuarial gains and losses at 1 April 2004, the date of transition to IFRS, were recognised in the statement of financial position.
The Group contributions to defined contribution pension plans are charged to the income statement as they fall due.
Background
At 31 March 2017 the Group operated a number of pension plans for the benefit of its employees throughout the world, with varying rights and
Performance
obligations depending on the conditions and practices in the countries concerned. The Group’s pension plans are provided through both defined
benefit and defined contribution arrangements. Defined benefit schemes provide benefits based on the employees’ length of pensionable service
and their final pensionable salary or other criteria. Defined contribution schemes offer employees individual funds that are converted into benefits
at the time of retirement.
The Group operates defined benefit schemes in Germany, Ghana, India, Ireland, Italy, the UK and the United States. Defined contribution pension
schemes are currently provided in Australia, Egypt, Germany, Greece, Hungary, India, Ireland, Italy, the Netherlands, New Zealand, Portugal,
South Africa, Spain and the UK.
Income statement expense

Restated Restated
2017 2016 2015
Governance
€m €m €m
Defined contribution schemes 192 214 190
Defined benefit schemes 20 56 49
Total amount charged to income statement (note 25) 212 270 239
Financials
26. Post employment benefits (continued)
Defined benefit schemes

Vodafone Group’s retirement policy is to provide competitive pension provision, in each operating country, in line with the market median for that location.
Vodafone Group’s preferred retirement provision is focused on Defined Contribution (‘DC’) 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 plan has
consisted of two segregated sections the Vodafone Section and the Cable & Wireless Section. Both sections are closed to new entrants and to future
accrual. The Group also operates unfunded plans in Germany and funded plans 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 schemes.
The defined benefit schemes are administered by Trustee Boards who are legally separate from the Group and consist of representatives who are
employees, former employees or are independent from the Company. The Boards of the pension schemes 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 objectives.
The Vodafone UK plan is registered as an occupational pension plan with HMRC and is subject to UK legislation and operates within the framework
outlined by the Pensions Regulator. UK legislation requires that pension schemes are funded prudently and that valuations are undertaken at least
every three years. Separate valuations are required for the Vodafone Section and CWW Section. Within 15 months of each valuation date, the plan
trustees and the Group must agree any contributions required to ensure that the plan is fully funded over time on a suitably prudent measure.
The publication by the International Accounting Standards Board in June 2015 of its Exposure Draft of amendments to IFRIC 14 IAS 19 – The Limit
on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, has provided additional clarity on the role of trustees’ rights
in an assessment of the recoverability of a surplus in an employee pension fund. The trustees of the Vodafone UK plan have neither a unilateral right
to wind up the plan nor a unilateral right to improve members’ benefits.
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 previous valuations for the Vodafone and CWW Sections of the Vodafone
UK plan were carried out as at 31 March 2013 resulting in the Group paying a special one-off contributions totalling £365 million (€442 million)
in April 2014 (£325 million (€394 million) into the Vodafone Section and £40 million (€48 million) into the CWW Section). No further contributions
were due in respect of the deficit revealed at the 2013 valuation.
The most recent triennial actuarial valuation is currently being undertaken by independent actuaries appointed by the plan trustees, with an effective
date of 31 March 2016. The preliminary results indicate that due to falls in government bond yields since the 2013 valuation, it is likely that additional
deficit payments will be required. The valuation results and recovery plan are currently being agreed by the trustees and the Company.
Funding plans are individually agreed for each of the Group’s defined benefit pension schemes with the respective trustees, taking into account
local regulatory requirements. It is expected that ordinary contributions relating to future service of €133 million will be paid into the Group’s defined
benefit pension schemes during the year ending 31 March 2018. The Group has also provided certain guarantees in respect of the Vodafone
UK plan; further details are provided in note 30 “Contingent liabilities and legal proceedings” to the consolidated financial statements.
Actuarial assumptions
The Group’s scheme liabilities are measured using the projected unit credit method using the principal actuarial assumptions set out below:
2017 2016 2015
% % %
Weighted average actuarial assumptions used at 31 March1:
Rate of inflation2 3.0 2.8 3.0
Rate of increase in salaries 2.6 2.6 2.8
Discount rate 2.6 3.2 3.0
Notes:
1 Figures shown represent a weighted average assumption of the individual schemes.
2 The rate of increase in pensions in payment and deferred payment is the rate of inflation.
Mortality assumptions used are based on recommendations from the individual scheme actuaries which include adjustments for the experience
of the Group where appropriate. The Group’s largest scheme is the Vodafone UK plan. Further life expectancies assumed for the UK schemes are
24.1/25.4 years (2016: 24.0/25.3 years; 2015: 24.5/25.8 years) for a male/female pensioner currently aged 65 and 26.7/28.3 years (2016: 65 and
26.6/28.1 years; 2015: 27.1/28.7 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:
Restated Restated
2017 2016 2015
€m €m €m
Current service cost 43 45 45
Past service costs (27) – –
Net interest charge 4 11 4
Total included within staff costs 20 56 49
Actuarial losses/(gains) recognised in the SOCI1 274 (216) 369
Note:
1 Amounts disclosed in the SOCI are stated net of a €2 million tax credit (2016: €42 million tax charge; 2015: €78 million tax credit).
The past service costs includes the results of a Pension Increase Exchange (‘PIE’) exercise carried out in the main UK defined benefit scheme
between June and October 2016. All eligible pensioners were given the opportunity to exchange future increases on part or all of their pension and
receive a higher pension immediately. If they accepted the offer (after taking financial advice), they no longer receive future increases on that part
of their pension, the net impact of which was to reduce the future liabilities of the scheme.
Overview
Fair value of the assets and present value of the liabilities of the schemes
The amount included in the statement of financial position arising from the Group’s obligations in respect of its defined benefit schemes is as follows:
Assets Liabilities Net deficit
€m €m €m
1 April 2015 restated 6,857 (7,407) (550)
Service cost – (49) (49)
Interest income/(cost) 203 (214) (11)
Return on plan assets excluding interest income (206) – (206)
Actuarial gains arising from demographic assumptions – 96 96
Actuarial gains arising from changes in financial assumptions – 381 381
Strategy
Actuarial losses arising from experience adjustments – (55) (55)
Employer cash contributions 37 – 37
Member cash contributions 10 (10) –
Benefits paid (161) 161 –
Exchange rate movements (505) 502 (3)
Other movements (6) 25 19
31 March 2016 restated 6,229 (6,570) (341)
Reclassification as held for sale – 12 12
6,229 (6,558) (329)
Service cost – 16 16
Performance
Interest income/(cost) 190 (194) (4)
Return on plan assets excluding interest income 818 – 818
Actuarial losses arising from changes in financial assumptions – (1,204) (1,204)
Actuarial gains arising from experience adjustments – 112 112
Employer cash contributions 24 – 24
Member cash contributions 8 (8) –
Benefits paid (180) 180 –
Exchange rate movements (403) 403 –
Other movements 23 (50) (27)
31 March 2017 6,709 (7,303) (594)
Governance
An analysis of net deficit assets is provided below for the Group as a whole.
2017 2016 2015 2014 2013
€m €m €m €m €m
Analysis of net deficit:
Total fair value of scheme assets 6,709 6,229 6,857 4,652 4,413
Present value of funded scheme liabilities (7,222) (6,487) (7,316) (5,237) (5,024)
Net deficit for funded schemes (513) (258) (459) (585) (611)
Present value of unfunded scheme liabilities (81) (83) (91) (80) (14)
Net deficit (594) (341) (550) (665) (625)
Financials
Net deficit is analysed as:

Assets1 57 224 234 42 62
Liabilities (651) (565) (784) (707) (687)
Note:
1 Pension assets are deemed to be recoverable and there are no adjustments in respect of minimum funding requirements as future economic benefits are available to the Company either in the
form of future refunds or, for plans still open to benefit accrual, in the form of possible reductions in future contributions.
26. Post employment benefits (continued)
An analysis of net assets/(deficit) is provided below for the Group’s largest defined benefit pension scheme in the UK, which is a funded scheme.
Following the merger of the Vodafone UK plan and the 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 Section1 Vodafone Section2
2017 2016 2015 2014 2013 2017 2016 2015 2014 2013
€m €m €m €m €m €m €m €m €m €m
Analysis of net assets/(deficit):
Total fair value of scheme assets 2,894 2,762 3,114 2,155 2,165 2,654 2,408 2,645 1,626 1,574
Present value of scheme liabilities (2,842) (2,543) (2,884) (2,097) (2,221) (2,962) (2,548) (2,951) (2,030) (1,952)
Net assets/(deficit) 52 219 230 58 (56) (308) (140) (306) (404) (378)
Net assets/(deficit) are analysed as:
Assets3 52 219 230 58 – – – – – –
Liabilities – – – – (56) (308) (140) (306) (404) (378)
Notes:
1 Cable & Wireless Worldwide Retirement Plan until 6 June 2014.
2 Vodafone UK plan until 6 June 2014.
3 Pension assets are deemed to be recoverable and there are no adjustments in respect of minimum funding requirements as future economic benefits are available to the Company either in the
form of future refunds or, for plans still open to benefit accrual, in the form of possible reductions in future contributions.
Duration of the benefit obligations

The weighted average duration of the defined benefit obligation at 31 March 2017 is 22.9 years (2016: 22.3 years; 2015: 22.7 years).
Fair value of pension assets

Restated
2017 2016
€m €m
Cash and cash equivalents 104 110
Equity investments:
With quoted prices in an active market 1,938 1,881
Without quoted prices in an active market 413 199
Debt instruments:
With quoted prices in an active market 3,982 3,474
Without quoted prices in an active market 461 –
Property:
With quoted prices in an active market 30 10
Without quoted prices in an active market 78 19
Derivatives:1
With quoted prices in an active market (1,218) (369)
Without quoted prices in an active market (1) –
Investment fund 299 292
Annuity policies – Without quoted prices in an active market 623 613
Total 6,709 6,229
Note:
1 Derivatives include collateral held in the form of cash.
The schemes have no direct investments in the Group’s equity securities or in property currently used by the Group. Each of the plans manages
risks through a variety of methods and strategies including equity protection, to limit downside risk in falls in equity markets, inflation and interest
rate hedging and, in the CWW Section of the Vodafone UK plan, a substantial insured pensioner annuity policy. The CWW Section annuity policy
fully matches the pension obligations of those pensioners insured, and therefore the fair value has been set equal to the present value of the
related obligations.
Investment funds of €299 million at 31 March 2017 include €278 million of investments in diversified alternate beta funds held in the Vodafone
Section of the Vodafone UK plan.
Plan assets have been measured at fair value in accordance with IFRS 13 “Fair Value Measurement”. The actual return on plan assets over the year
to 31 March 2017 was a gain of €1,008 million (2016: €3 million loss). 
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 2017.
Overview
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% Increase by 1 year Decrease by 1 year
€m €m €m €m €m €m €m €m
(Decrease)/increase in present value

of defined obligation (585) 666 (4) 4 868 (741) 199 (199)
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 reporting period, which is the same as that
applied in calculating the defined benefit obligation liability recognised in the statement of financial position.
27. Share-based payments
Strategy
We have a number of share plans used to award shares to 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 payments to certain employees. Equity-settled share-based payments are measured at fair value
(excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled
share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually
vest and adjusted for the effect of non-market-based vesting conditions. A corresponding increase in retained earnings is also recognised.
Performance
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 an average calculation of the closing price of the Group’s shares on the days 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
Governance
–– 5% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number
of ordinary shares which have been allocated in the preceding ten year period under all plans, other than any plans which are operated
on an all-employee basis.
Share options
Vodafone Group executive plans
No share options have been granted to any Directors or employees under the Company’s discretionary share option plans in the year ended
31 March 2017. There are options outstanding under the Vodafone Global Incentive Plan. These options are normally exercisable between three
and ten years from the date of grant. The vesting of some of these options was subject to satisfaction of performance conditions. Grants made
Financials
to US employees are made in respect of American Depositary Shares (‘ADS’).

Vodafone Group Sharesave Plan
The Vodafone Group 2008 Sharesave Plan enables UK staff to acquire shares in the Company through monthly savings of up to £375 (increased
from £250) over a three and/or five year period, at the end of which they may also receive a tax-free bonus. The savings and bonus may then
be used to purchase shares at the option price, which is set at the beginning of the invitation period and usually at a discount of 20% to the then
prevailing market price of the Company’s shares.
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
The Vodafone Share Incentive Plan enables UK staff to acquire shares in the Company through monthly purchases of up to £125 per month or 5%
of salary, whichever is lower. For each share purchased by the employee, the Company provides a free matching share. 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.
27. Share-based payments (continued)
Movements in outstanding ordinary share options

Ordinary share options
2017 2016 2015
Millions Millions Millions
1 April 24 25 27
Granted during the year 31 7 7
Forfeited during the year (1) (1) (2)
Exercised during the year (7) (5) (6)
Expired during the year (6) (2) (1)
31 March 41 24 25
Weighted average exercise price:
1 April £1.62 £1.49 £1.42
Granted during the year £1.61 £1.89 £1.56
Forfeited during the year £1.66 £1.54 £1.45
Exercised during the year £1.50 £1.42 £1.25
Expired during the year £1.75 £1.59 £1.45
31 March £1.61 £1.62 £1.49
Summary of options outstanding and exercisable at 31 March 2017

Outstanding Exercisable
Weighted Weighted
average average
Weighted remaining Weighted remaining
Outstanding average contractual Exercisable average contractual
shares exercise life shares exercise life
Millions price Months Millions price Months
Vodafone Group savings related and Sharesave Plan:
£1.01 – £2.00 41 £1.61 27 – – –
Share awards
Movements in non-vested shares are as follows:
2017 2016 2015
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 198 £1.77 217 £1.56 243 £1.44
Granted 74 £1.97 63 £2.22 83 £1.63
Vested (47) £1.77 (32) £1.80 (62) £1.35
Forfeited (47) £1.57 (50) £1.40 (47) £1.35
31 March 178 £1.91 198 £1.77 217 £1.56
Other information
The total fair value of shares vested during the year ended 31 March 2017 was £83 million (2016: £58 million; 2015: £84 million).
The compensation cost included in the consolidated income statement in respect of share options and share plans was €95 million
(2016: €154 million; 2015: €104 million) which is comprised principally of equity-settled transactions.
The average share price for the year ended 31 March 2017 was 216.2 pence (2016: 224.2 pence; 2015: 212.7 pence).
28. Acquisitions and disposals

We completed a number of acquisitions and disposals during the year, most significantly, the combination of our
operations in the Netherlands with those of Liberty Global plc to form VodafoneZiggo, a 50:50 joint venture, details
Overview
of which are set out below. 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 income statement as incurred. The acquiree’s identifiable assets and liabilities are recognised at their fair values at the acquisition
date. 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
Strategy
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 interests in subsidiaries, net of cash acquired, is as follows:
€m
Cash consideration paid:
Performance
Acquisitions completed during the year 32
Net cash acquired (4)
28
During the 2017 financial year, the Group completed a number of acquisitions for an aggregate net cash consideration of €28 million. The aggregate
fair values of goodwill, identifiable assets and liabilities of the acquired operations were €1 million, €34 million and €7 million respectively.
No amount of goodwill is expected to be deductible for tax purposes.
Disposals
On 31 December 2016, we combined our operations in the Netherlands with those of Liberty Global plc to create VodafoneZiggo Group Holding
Governance
B.V. (‘VodafoneZiggo’), a 50:50 joint venture providing national unified communications. As a result of the transaction, we no longer consolidate our
previous interest in the Netherlands and account for our 50% interest in VodafoneZiggo as a Joint Venture using the equity method. The Group
recognised a net gain on the formation of VodafoneZiggo of €1,275 million.
€m
Goodwill (855)
Other intangible assets (1,415)
Property, plant and equipment (1,164)
Inventory (24)
Trade and other receivables (302)
Cash and cash equivalents1 (56)
Financials
Current and deferred taxation 87

Short and long-term borrowings 1,000
Trade and other payables 387
Provisions 28
Net assets contributed into VodafoneZiggo (2,314)
Fair value of investment in VodafoneZiggo2 2,970
Net cash proceeds arising from the transaction1,3 619
Net gain on formation of VodafoneZiggo4 1,275
Notes:
1 Included in purchase of interests in associates and joint ventures in the consolidated statement of cash flows.
2 The fair value of our initial investment in VodafoneZiggo is not observable in a quoted market. Accordingly, the fair value has been primarily determined with reference to the outcome
of a discounted cash flow analysis. Certain significant inputs used in the valuation, such as forecasts of future cash flows, are based on our assumptions and are therefore unobservable.
The valuation therefore falls under Level 3 of the fair value hierarchy. The weighted average cost of capital and terminal growth rate used to value our initial investment in VodafoneZiggo were
7.0% and 1.0% respectively.
3 Includes our 50% share of cash paid to both shareholders on creation of VodafoneZiggo (€1,422 million), together with an equalisation payment of €802 million made to Liberty Global plc.
4 Reported in other income and expense in the consolidated income statement. Includes €637 million related to the re-measurement of our retained interest in Vodafone Libertel B.V.
Transaction costs of €35 million were charged in the consolidated income statement in the year.
29. Commitments
A commitment is a contractual obligation to make a payment in the future, mainly in relation to leases and
agreements to buy assets such as network infrastructure and IT systems. 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.
Accounting policies
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership of the asset to the
lessee. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value
of the minimum lease payments as determined at the inception of the lease. The corresponding liability to the lessor is included in the statement
of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation
so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the income statement.
Rentals payable under operating leases are charged to the income statement on a straight-line basis over the term of the relevant lease.
Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.
Operating lease commitments

The Group has entered into commercial leases on certain properties, network infrastructure, motor vehicles and items of equipment.
The leases have various terms, escalation clauses, purchase options and renewal rights, none of which are individually significant to the Group.
Future minimum lease payments under non-cancellable operating leases comprise:
Restated
2017 2016
€m €m
Within one year 2,522 1,931
In more than one year but less than two years 1,487 1,386
In more than two years but less than three years 1,136 1,250
In more than three years but less than four years 882 1,008
In more than four years but less than five years 709 799
In more than five years 2,693 3,569
9,429 9,943
The total of future minimum sublease payments expected to be received under non-cancellable subleases is €584 million (2016: €502 million).
Capital commitments
Company and subsidiaries Share of joint operations Group
2017 2016 2017 2016 2017 2016
€m €m €m €m €m €m
Contracts placed for future capital expenditure not
provided in the financial statements1 2,052 2,471 88 123 2,140 2,594
Note:
1 Commitment includes contracts placed for property, plant and equipment and intangible assets.
Acquisition commitments
On 20 March 2017, Vodafone announced the agreement to combine its subsidiary, Vodafone India (excluding its 42% stake in Indus Towers), with
Idea Cellular, which is listed on the Indian Stock Exchanges, with the combined company to be jointly controlled by Vodafone and the Aditya
Birla Group. Vodafone will own 45.1% of the combined company after transferring a stake of 4.9% to the Aditya Birla Group for circa INR39 billion
(circa US$579 million) in cash concurrent with completion of the merger. The Aditya Birla Group will then own 26.0% and has the right to acquire
more shares from Vodafone under an agreed mechanism with a view to equalising the shareholdings over time. If Vodafone and the Aditya
Birla Group’s shareholdings in the combined company are not equal after four years, Vodafone will sell down shares in the combined company
to equalise its shareholding to that of the Aditya Birla Group over the following five-year period. Until equalisation is achieved, the voting rights of the
additional shares held by Vodafone will be restricted and votes will be exercised jointly under the terms of the shareholders’ agreement.
The transaction is subject to approvals from the relevant regulatory authorities and is also subject to other customary closing conditions, including
the absence of any material adverse change. Shareholder approval will be required from Idea shareholders under a scheme of arrangement.
The transaction has a break-fee of INR33 billion (US$500 million) that would become payable under certain circumstances. It is anticipated that
completion will take place during the 2018 calendar year.
On 9 June 2016, Vodafone announced its intention to merge with Sky Network Television in New Zealand, thereby creating the country’s leading
integrated telecommunications and media group. Vodafone will become a 51% shareholder in the combined group, will receive NZ$1.25 billion
in cash and will look to realise the benefits of an estimated NZ$850 million NPV from synergies. Sky shareholders have voted in favour of the
transaction but completion is still subject to local regulatory approvals. In February 2017, the New Zealand Commerce Commission (‘NZCC’) did not
approve the proposed merger with Sky Network Television. We are reviewing the reasoning of the NZCC and have preserved the right to appeal
the decision.
30. 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.
Overview
Restated
2017 2016
€m €m
Performance bonds1 2,413 1,074
Other guarantees and contingent liabilities2 3,576 3,216
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 an AUD1.7 billion loan facility and a US$3.5 billion loan facility of its joint venture,
Vodafone Hutchison Australia Pty Limited.
UK pension schemes
Strategy
The Group’s main defined benefit scheme is the Vodafone UK Group Pension Scheme (the ‘Scheme’) which has two segregated sections,
the Vodafone Section and the CWW Section, as detailed in note 26.
The Group has covenanted to provide security in favour of the Vodafone UK Group Pension Scheme – Vodafone Section whilst a deficit remains
for this section. The deficit is measured on a prescribed basis agreed between the Group and Trustee. The Group provides a combination of surety
bonds and a charge over UK indexed gilts as the security.
The level of the security has varied since inception in line with the movement in the Scheme deficit. At 31 March 2017 the Scheme retains security
over €1.2 billion (notional value). 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 Scheme for a combined value up to €1.5 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 €1.5 billion for the CWW Section.
Performance
An additional smaller UK defined benefit scheme, the THUS Plc Group Scheme, has a guarantee from the Company for up to €130 million.
Legal proceedings
The Company and its subsidiaries are currently, and may from time to time become, involved in a number of legal proceedings, including inquiries
from, or discussions with, governmental authorities that are incidental to their operations. However, save as disclosed below, the Company does not
believe that it or its subsidiaries are currently involved in (i) any legal or arbitration proceedings (including any governmental proceedings which are
pending or known to be contemplated) which may have, or have had in the 12 months preceding the date of this report, a material adverse effect
on the financial position or profitability of the Company or its subsidiaries; or (ii) any material proceedings in which any of the Company’s Directors,
members of senior management or affiliates are either a party adverse to the Company or its subsidiaries or have a material interest adverse to the
Company or its subsidiaries. Due to inherent uncertainties, the Company cannot make any accurate quantification of any cost, or timing of such cost,
which may arise from any of the legal proceedings referred to in this Annual Report, however costs in complex litigation can be substantial.
Governance
Indian tax cases
In August 2007 and September 2007, Vodafone India Limited (‘VIL’) and Vodafone International Holdings BV (‘VIHBV’) respectively received notices
from the Indian tax authority alleging potential liability in connection with an alleged failure by VIHBV to deduct withholding tax from consideration
paid to the Hutchison Telecommunications International Limited group (‘HTIL’) in respect of HTIL’s gain on its disposal to VIHBV of its interests
in a wholly-owned Cayman Island incorporated subsidiary that indirectly holds interests in VIL. Following approximately five years of litigation in the
Indian courts in which VIHBV sought to set aside the tax demand issued by the Indian tax authority, in January 2012 the Supreme Court of India
handed down its judgement, holding that VIHBV’s interpretation of the Income Tax Act 1961 was correct, that the HTIL transaction in 2007 was
not taxable in India, and that consequently, VIHBV had no obligation to withhold tax from consideration paid to HTIL in respect of the transaction.
The Supreme Court of India quashed the relevant notices and demands issued to VIHBV in respect of withholding tax and interest.
On 28 May 2012 the Finance Act 2012 became law. The Finance Act 2012, which amended various provisions of the Income Tax Act 1961 with
Financials
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 seeks to subject a purchaser, such as VIHBV, to a retrospective
obligation to withhold tax. VIHBV received a letter on 3 January 2013 from the Indian tax authority reminding it of the tax demand raised prior to the
Supreme Court of India’s judgement and purporting to update the interest element of that demand to a total amount of INR142 billion, which
amount includes principal and interest as calculated by the Indian tax authority but does not include penalties.
On 10 January 2014, VIHBV served an amended trigger notice on the Indian Government under the Netherlands-India Bilateral Investment Treaty
(‘Dutch BIT’), supplementing a trigger notice filed on 17 April 2012, immediately prior to the Finance Act 2012 becoming effective, to add claims
relating to an attempt by the Indian Government to tax aspects of the transaction with HTIL under transfer pricing rules. A trigger notice announces
a party’s intention to submit a claim to arbitration and triggers a cooling off period during which both parties may seek to resolve the dispute
amicably. Notwithstanding their attempts, the parties were unable to amicably resolve the dispute within the cooling off period stipulated in the
Dutch BIT. On 17 April 2014, VIHBV served its notice of arbitration under the Dutch BIT, formally commencing the Dutch BIT arbitration proceedings.
In June 2016, the tribunal was fully constituted with Sir Franklin Berman KCMG QC appointed as presiding arbitrator. The Indian Government
has raised objections to the application of the treaty to VIHBV’s claims and to the jurisdiction of the tribunal under the Dutch BIT. The tribunal
is considering these jurisdictional objections and has indicated it will determine shortly whether to decide the Indian Government’s objections
to jurisdiction as a preliminary question.
30. Contingent liabilities and legal proceedings (continued)
Separately, on 15 June 2015, Vodafone Group Plc and Vodafone Consolidated Holdings Limited served a trigger notice on the Indian Government
under the United Kingdom-India Bilateral Investment Treaty (‘UK BIT’) in respect of retrospective tax claims under the Income Tax Act 1961
(as amended by the Finance Act 2012). Although relating to the same underlying facts as the claim under the Dutch BIT, the claim brought
by Vodafone Group Plc and Vodafone Consolidated Holdings Limited is a separate and distinct claim under a different treaty. On 24 January 2017,
Vodafone Group Plc and Vodafone Consolidated Holdings Limited served a Notice of Arbitration on the Indian Government formally commencing
the arbitration. The Indian Government has failed to appoint a second arbitrator as required under the UK BIT and has objected to Vodafone’s request
that the President of the International Court of Justice (as appointing authority under the UK BIT) appoint the second arbitrator to the tribunal.
The Indian Government has indicated that it considers the arbitration under the UK BIT to be an abuse of process but this is strongly denied
by Vodafone.
On 12 February 2016, VIHBV received a notice dated 4 February 2016 of an outstanding tax demand of INR221 billion (which included interest
accruing since the date of the original demand) along with a statement that enforcement action, including against VIHBV’s indirectly held assets
in India would be taken if the demand was not satisfied. Separate proceedings in the Bombay High Court taken against VIHBV to seek to treat
it as an agent of HTIL in respect of its alleged tax on the same transaction, as well as penalties of up to 100% of the assessed withholding tax for
the alleged failure to have withheld such taxes, were listed for hearing at the request of the Indian Government on 21 April 2016 despite the
issue having been ruled upon by the Supreme Court of India. The hearing has since been periodically listed and then adjourned or not reached
hearing. VIHBV and Vodafone Group Plc will continue to defend vigorously any allegation that VIHBV or VIL is liable to pay tax in connection with
the transaction with HTIL and will continue to exercise all rights to seek redress including pursuant to the Dutch BIT and the UK BIT. We have not
recorded a provision in respect of the retrospective provisions of the Income Tax Act 1961 (as amended by the Finance Act 2012) and any tax
demands based upon such provisions.
Other Indian tax cases
VIL and Vodafone India Services Private Limited (‘VISPL’) (formerly 3GSPL) are involved in a number of tax cases with total claims exceeding
€2.6 billion plus interest, and penalties of up to 300% of the principal.
VISPL tax claims
VISPL has been assessed as owing tax of approximately €301 million (plus interest of €432 million) 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 for VIL. The first two of the three heads of tax are
subject to an indemnity by HTIL. The larger part of the potential claim is not subject to any indemnity. VISPL unsuccessfully challenged the merits
of the tax demand in the statutory tax tribunal and the jurisdiction of the tax office to make the demand in the High Court. The Tax Appeal Tribunal
heard the appeal and ruled in the Tax Office’s favour. VISPL lodged an appeal (and stay application) in the Bombay High Court which was concluded
in early May 2015. On 13 July 2015 the tax authorities issued a revised tax assessment reducing the tax VISPL had previously been assessed as owing
in respect of (i) and (ii) above. In the meantime, (i) a stay of the tax demand on a deposit of £20 million and (ii) a corporate guarantee by VIHBV for the
balance of tax assessed remain 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 Tax Office has appealed to the Supreme Court of India. A hearing has been adjourned until some time in July or August 2017
with no specified date.
Indian regulatory cases
Litigation remains pending in the Telecommunications Dispute Settlement Appellate Tribunal (‘TDSAT’), High Courts and the Supreme Court of India
in relation to a number of significant regulatory issues including mobile termination rates (‘MTRs’), spectrum and licence fees, licence extension and
3G intra-circle roaming (‘ICR’).
Public interest litigation: Yakesh Anand v Union of India, Vodafone and others
The Petitioner brought a special leave petition in the Supreme Court of India on 30 January 2012 against the Government of India and mobile
network operators, including VIL, seeking recovery of the alleged excess spectrum allocated to the operators, compensation for the alleged excess
spectrum held in the amount of approximately €4.7 billion and a criminal investigation of an alleged conspiracy between government officials and
the network operators. A claim with similar allegations was dismissed by the Supreme Court of India in March 2012, with an order that the Petitioner
should pay a fine for abuse of process. The case is pending before the Supreme Court of India and is expected to be called for hearing at some
uncertain future date.
3G inter-circle roaming: Vodafone India and others v Union of India
In April 2013, the Indian Department of Telecommunications (‘DoT’) issued a stoppage notice to VIL’s operating subsidiaries and other mobile
operators requiring the immediate stoppage of the provision of 3G services on other operators’ mobile networks in an alleged breach of licence
claim. The DoT also imposed a fine of approximately €5.5 million. VIL applied to the Delhi High Court for an order quashing the DoT’s notice.
Interim relief from the notice has been granted (but limited to existing customers at the time with the effect that VIL was not able to provide 3G
services to new customers on other operators’ 3G networks pending a decision on the issue). The dispute was referred to the TDSAT for decision,
which ruled on 28 April 2014 that VIL and the other operators were permitted to provide 3G services to their customers (current and future) on other
operators’ networks. The DoT has appealed the judgement and sought a stay of the tribunal’s judgement. The DoT’s stay application was rejected
by the Supreme Court of India. The matter is pending before the Indian Supreme Court of India.
One time spectrum charges: VIL v Union of India
The Indian Government has sought to impose one time spectrum charges of approximately €525 million on certain operating subsidiaries of VIL.
VIL filed a petition before the TDSAT challenging the one time spectrum charges on the basis that they are illegal, violate VIL’s licence terms and
are arbitrary, unreasonable and discriminatory. The tribunal stayed enforcement of the Government’s spectrum demand pending resolution of the
dispute. The matter is due to go for final hearing before the Supreme Court of India, and will be listed in due course.
Other public interest litigation

Three public interest litigations have been initiated in the Supreme Court of India against the Indian Government and private operators on the
grounds that the grant of additional spectrum beyond 4.4/6.2 MHz has been illegal. The cases seek appropriate investigation and compensation
for the loss to the exchequer.
Adjusted Gross Revenue (‘AGR’) dispute before the Supreme Court of India: VIL and others v Union of India
Overview
VIL has challenged the tribunal’s judgement dated 23 April 2015 to the extent that it dealt with the calculation of AGR, upon which licence fees and
spectrum usage charges are based. The cumulative impact of the inclusion of these components is approximately Rs. 2,200 Crores (€0.3 billion).
The DoT also moved cross appeals challenging the tribunal’s judgement. In the hearing before the Supreme Court of India, the Court orally directed
the DoT not to take any coercive steps in the matter, which was adjourned. On 29 February 2016, the Supreme Court of India ordered that the DoT
may continue to raise demands for fees and charges, but may not enforce them until a final decision on the matter.
Other cases in the Group
Patent litigation
Germany
The telecoms industry is currently involved in significant levels of patent litigation brought by non-practising entities (‘NPEs’) which have acquired
patent portfolios from current and former industry companies. Vodafone is currently a party to patent litigation cases in Germany brought against
Strategy
Vodafone Germany by Marthon, IPCom and Intellectual Ventures. Vodafone has contractual indemnities from suppliers which have been invoked
in relation to the alleged patent infringement liability.
Spain
Vodafone Group Plc has been sued in Spain by TOT Power Control (‘TOT’), an affiliate of Top Optimized Technologies. The claim makes a number
of allegations including patent infringement, with TOT seeking over €500 million from Vodafone Group Plc as well as an injunction against using the
technology in question. Vodafone’s challenge of the appropriateness of Spain as a venue for this dispute has been denied. Vodafone Group Plc will
appeal the denial. A hearing on TOT’s application for an injunction has taken place, and a decision is expected shortly.
Germany: Mannesmann and Kabel Deutschland takeover – class actions
The German courts are determining the adequacy of the mandatory cash offer made to minority shareholders in Vodafone’s takeover
Performance
of Mannesmann. This matter has been ongoing since 2001. The German courts are also determining whether “squeeze out” compensation
is payable to affected Mannesmann shareholders in a similar proceeding. In September 2014, the German courts awarded compensation
to minority shareholders of Mannesmann in the amount of €229.58 per share, which would result in a pay-out of €19 million (plus €13 million
of accrued interest). The German courts also ruled that the “squeeze out” compensation should amount to €251.31 per share, which would result
in a pay-out of €43.8 million (plus interest of €23 million of accrued interest). Vodafone has appealed these decisions. Similar proceedings were
initiated by 80 Kabel Deutschland shareholders. These proceeding are in their early stages, and, accordingly, Vodafone believes that it is too early
to assess the likely quantum of any claim.
In a hearing dated 6 October 2016, the Court examined the Kabel Deutschland business plan which formed the main basis for the calculation of the
offer per share. A decision is not expected until summer 2017.
Italy: British Telecom (Italy) v Vodafone Italy
Governance
The Italian Competition Authority concluded an investigation in 2007 when Vodafone Italy gave certain undertakings in relation to allegations that
it had abused its dominant position in the wholesale market for mobile termination. In 2010, British Telecom (Italy) brought a civil damages claim
against Vodafone Italy on the basis of the Competition Authority’s investigation and Vodafone Italy’s undertakings. British Telecom (Italy) seeks
damages in the amount of €280 million for abuse of dominant position by Vodafone Italy in the wholesale fixed to mobile termination market for
the period from 1999 to 2007. A court appointed expert delivered an opinion to the Court that the range of damages in the case should be in the
region of €10 million to €25 million which was reduced in a further supplementary report published in September 2014 to a range of €8 million
to €11 million. Judgement was handed down by the court in August 2015, awarding €12 million (including interest) to British Telecom (Italy).
British Telecom (Italy) has appealed the amount of the damages to the Court of Appeal of Milan. In addition, British Telecom (Italy) has asked again
for a reference to the European Court of Justice for an interpretation of the European community law on antitrust damages. Vodafone Italy has filed
an appeal and the hearing is scheduled for July 2017.
Italy: FASTWEB v Vodafone Italy
Financials
The Italian Competition Authority concluded an investigation in 2007 when Vodafone Italy gave certain undertakings in relation to allegations
it had abused its dominant position in the wholesale market for mobile termination. In 2010, FASTWEB brought a civil damages claim against
Vodafone Italy on the basis of the Competition Authority’s investigation and Vodafone Italy’s undertakings. FASTWEB sought damages in the
amount of €360 million for abuse of dominant position by Vodafone Italy in the wholesale fixed to mobile termination market. A court appointed
expert delivered an opinion to the Court that the range of damages in the case should be in the region of €0.5 million to €2.3 million. On 15 October
2014, the Court decided to reject FASTWEB’s damages claim in its entirety. FASTWEB appealed the decision and the first appeal hearing took place
in September 2015. The final hearing took place in September 2016, and on 1 March 2017 the Court rejected FASTWEB’s appeal and confirmed the
first instance ruling. FASTWEB has until October 2017 to appeal this decision to the Supreme Court.
Italy: Telecom Italia v Vodafone Italy (‘TeleTu’)
Telecom Italia brought civil claims against Vodafone Italy in relation to TeleTu’s alleged anti-competitive retention of customers. Telecom Italia
seeks damages in the amount of €101 million. The Court decided on 9 June 2015 to appoint an expert to verify whether TeleTu has put in place
anticompetitive retention activities. The expert has prepared a draft report with a range of damages from €nil–5.6 million.
30. Contingent liabilities and legal proceedings (continued)
Greece: Papistas Holdings SA, Mobile Trade Stores (formerly Papistas SA) and Athanasios and Loukia Papistas v Vodafone Greece, Vodafone Group
Plc and certain Directors and Officers of Vodafone
In December 2013, Mr. and Mrs. Papistas, and companies owned or controlled by them, brought three claims in the Greek court in Athens against
Vodafone Greece, Vodafone Group Plc and certain Directors and officers of Vodafone Greece and Vodafone Group Plc for purported damage caused
by the alleged abuse of dominance and wrongful termination of a franchise arrangement with a Papistas company. Approximately €1.0 billion of the
claim is directed exclusively at one former and one current Director of Vodafone Greece. The balance of the claim (approximately €285.5 million)
is sought from Vodafone Greece and Vodafone Group Plc on a joint and several basis. Both cases have been adjourned until September 2018,
but it is possible that Papistas may re-file his claim under the new Greek civil procedure regime (which aims to hear trials within one year).
Netherlands: Consumer credit/handset case
In February 2016, the Dutch Supreme Court ruled on the Dutch implementation of the EU Consumer Credit Directive and “instalment sales
agreements” (a Dutch law concept), holding that bundled “all-in” mobile subscription agreements (i.e. device along with mobile services)
are considered consumer credit agreements. As a result, Vodafone Netherlands, together with the industry, has been working with the Ministry
of Finance and the Competition Authority on compliance requirements going forward for such offers. The ruling also has retrospective effect.
A number of small claims have been submitted by individual customers in the small claims courts.
South Africa: GH Investments (‘GHI’) v Vodacom Congo
Vodacom Congo contracted with GHI to install ultra-low cost base stations on a revenue share basis. After rolling out three sites, GHI stopped
and sought to renegotiate the terms. Vodacom Congo refused. GHI accused it of bad faith and infringement of intellectual property rights. In April
2015, GHI issued a formal notice for a claim of US$1.16 billion, although there does not seem to be a proper basis nor any substantiation for the
compensation claimed. The dispute was submitted to mediation under the International Chamber of Commerce. A mediator was appointed
in September 2015 who convened a first meeting which took place in early November 2015. A follow-up mediation meeting was scheduled for
December 2015 but was postponed without a new date having been fixed. In July 2016, Vodacom filed a request for arbitration with the International
Chamber of Commerce’s International Court of Arbitration. In their response GHI revised their claim down to €237 million. Each party has appointed
an arbitrator and the arbitrators have appointed a third arbitrator to act as chairman of the tribunal.
South Africa: Makate v Vodacom (Proprietary) Limited (‘Vodacom’)
In 2008, Mr. Makate instituted legal proceedings to claim compensation for a business idea that led to a product known as “Please Call Me”. On 1 July
2014, the South Gauteng High Court, Johannesburg (‘the High Court’) found that Mr. Makate had proven the existence of a contract. However,
the High Court ruled that Vodacom was not bound by that contract because the responsible director of product development and services did not
have authority to enter into any such agreement on Vodacom’s behalf. The High Court also rejected Mr. Makate’s claim on the basis that it had lapsed
in terms of the Prescription Act 68 of 1969.
The High Court and Supreme Court of Appeal turned down Mr. Makate’s application for leave to appeal on 11 December 2014 and 2 March 2015,
respectively. Mr. Makate applied for leave to appeal in the Constitutional Court. On 26 April 2016, after having heard the application on 1 September
2015, the Constitutional Court granted leave to appeal and upheld Mr. Makate’s appeal. In doing so, the Constitutional Court ordered that:
(i) Vodacom is bound by the agreement concluded between Mr. Makate and the then director of product development and services;
(ii) Vodacom is to commence negotiations in good faith with Mr. Makate to determine reasonable compensation; and
(iii) in the event of the parties failing to agree on the reasonable compensation, the matter must be submitted to Vodacom’s Chief Executive Officer
for determination of the amount within a reasonable time.
Mr. Makate failed to obtain from the Constitutional Court a second order that compensation be based on revenue rather than fees for his
contribution. Negotiations between Vodacom and Mr. Makate continue in accordance with the first order of the Constitutional Court.
31. 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”,
Overview
note 26 “Post employment benefits” and note 24 “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.
Restated Restated
2017 2016 2015
€m €m €m
Sales of goods and services to associates 37 39 44
Strategy
Purchase of goods and services from associates 90 118 118
Sales of goods and services to joint arrangements 19 21 7
Purchase of goods and services from joint arrangements 183 92 96
Net interest income receivable from joint arrangements1 87 92 100
Trade balances owed:
by associates – 1 4
to associates 1 4 5
by joint arrangements 158 232 253
to joint arrangements 15 71 65
Performance
Other balances owed by joint arrangements1 1,209 108 85
Other balances owed to joint arrangements1 127 106 75
Note:
1 Amounts arise primarily through VodafoneZiggo, Vodafone Hutchison Australia, Indus Towers Limited and Cornerstone Telecommunications Infrastructure Limited. Interest is paid in line with
market rates.
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 2017, and as of 16 May 2017, no Director nor any other executive officer, nor any associate of any Director
or any other executive officer, was indebted to the Company.
Governance
During the three years ended 31 March 2017 and as of 16 May 2017, the Company has not been a party to any other material transaction,
or proposed transactions, in which any member of the key management personnel (including Directors, any other executive officer, senior manager,
any spouse or relative of any of the foregoing or any relative of such spouse) had or was to have a direct or indirect material interest.
32. Subsequent events

On 15 May 2017, the Group announced that its wholly-owned subsidiary, Vodafone International Holdings B.V. (‘VIHBV’), has agreed to transfer
part of its indirect shareholding in Safaricom Limited (‘Safaricom’) to Vodacom Group Limited (‘Vodacom’), its sub-Saharan African subsidiary.
Based on the agreed terms of the transaction, VIHBV will be exchanging a 35% indirect interest in Safaricom for 226.8 million new ordinary Vodacom
shares. The transaction, which has a value of €2,361 million based on Vodacom’s closing share price on Friday 12 May 2017, will increase the
Group’s ownership in Vodacom from 65% to 70%. VIHBV will continue to hold a 5% indirect interest in Safaricom following the transfer, in addition
Financials
to the interest held through Vodacom.

Completion of the transaction is subject to a number of conditions, including approvals from Vodacom minority shareholders, approval from
the Financial Surveillance Department of the South African Reserve Bank and confirmation from the Kenya Capital Markets Authority that the
transaction does not trigger an obligation for Vodacom to make a mandatory bid for Safaricom.
The transaction is expected to close in the third quarter of the 2017 calendar year and is not expected to have a material impact on the Group’s free
cash flow or earnings.
33. 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 2017 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.
Subsidiaries
Accounting policies
A subsidiary is an entity 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.
% held % held % held

by Group by Group by Group
Company name companies Share class Company name companies Share class Company name companies Share class
Albania Belgium China

Autostrada Tirane-Durres, Rruga: “Pavaresia”, Nr 61, Kashar, Malta House, rue Archimède 25, 1000 Bruxelles, Belgium Building 21, 11, Kangding St., BDA, Beijing, 100176 - China,
Tirana, Albania
Vodafone Belgium SA/NV 100.00 Ordinary shares Vodafone Automotive 100.00 Ordinary shares
Vodafone M-PESA SH.P.K. 99.94 Ordinary shares Technologies (Beijing) Co, Ltd
Zaventemsesteenweg 162 1831 Diegem, Belgium
Vodafone Albania Sh.A 99.94 Ordinary shares Unit 23-25, China World Tower 1, No. 1 Jianguomenwai
Ipergy Communications NV 100.00 Ordinary shares
Avenue, Chaoyang District, Beijing 100004, China
Angola Brazil Vodafone China Limited (China) 100.00 Equity interest
Avenida Che Guevara, No 49, Maculusso, Luanda, Angola shares
Av José Rocha Bonfim, 214, Cond Praça Capital – Edifício
Vodacom Business (Angola) 65.00 Ordinary shares Toronto, sls 228/229 13080-900 Jardim Santa Genebra, Unit 558-560, Regus SCB Tower, No. 210 Century Avenue,
Limitada3 Campinas, São Paulo, Brazil Pudong District, Shanghai, 200120, China
Cobra do Brasil Serviços de 70.00 Ordinary shares Vodafone Enterprise 100.00 Ordinary shares
Argentina Telemàtica ltda. Communications Technical
Cerrito 348, 5to B, C1010AAH, Buenos Aires, Argentina Services (Shanghai) Co. Ltd
Avenida Cidade Jardim, 400, 7th and 20th Floors, Jardim
CWGNL S.A. 100.00 Ordinary shares Paulistano, Sao Paulo, Brazil, 01454-000, Brazil Unit 1708, Full Tower, No. 9 Dong San Huan Zhong Road,
Chaoyang District, Beijing, 100020, China
Vodafone Serviços Empresariais 100.00 Ordinary shares
Australia Brasil Ltda. Cable & Wireless Communications 100.00 Branch
Technical Service (Shanghai) Co.
HLB Mann Judd (NSW) Pty Ltd, Level 19, 207 Kent Street, City of São Paulo, State of São Paulo, at Rua Boa Vista, 254, Ltd (Beijing Branch)
Sydney NSW NSW 2000, Australia 13th Floor, Suite 38, Centro, 01014-907, Brazil
Bluefish Australia Pty Ltd 100.00 Ordinary shares Vodafone Empresa Brasil 100.00 Ordinary shares Congo, The Democratic Republic of the
Mills Oakley, Level 12, 400 George Street, Sydney NSW Telecomunicações Ltda
292 Avenue de la Justice, Commune de la Gombe, Kinshasa,
2000, Australia Congo
Bulgaria
Vodafone Enterprise Australia Pty 100.00 Ordinary shares Vodacash s.p.r.l.3 33.15 Ordinary shares
Limited 37A Fridtjof Nansen Str., 5th floor, Sredets Region, Sofia,
1142, Bulgaria Vodacom Congo (RDC) SA3,4 33.15 Ordinary shares,
Level 7, 210 George Street, Sydney NSW 2000, Australia 4% redeemable
Vodafone Enterprise Bulgaria EOOD 100.00 Ordinary shares preference shares
Quickcomm Pty Limited 100.00 Ordinary shares,
Redeemable
convertible
Cameroon Côte d’Ivoire
preference shares Porte 201A 3eme Etage Entree C, immeuble SOCAR, No 62, Rue du Docteur Blanchard, Zone 4C, Abidjan,
Boulevard de la liberte, Akwa, Douala, Cameroon Cote d’Ivoire
Level 7, 40 Mount Street, North Sydney NSW 2060, Australia
Vodacom Business Cameroon SA3 65.00 Ordinary shares Vodacom Business Cote D’ivoire 65.00 Ordinary shares
PPL Pty Limited 100.00 Ordinary shares
S.A.R.L.3
Talkland Australia Pty Limited 100.00 Ordinary shares Canada
VAPL No. 2 Pty Limited 100.00 Ordinary shares 2 Bloor Street West, Suite 700, Toronto ON M4W3E2, Canada Cyprus
Vodafone Canada Inc 100.00 Common shares Ali Rıza Efendi Caddesi No:33/A Ortaköy, Lefkoşa, Cyprus
Austria
Vodafone Mobile Operations 100.00 Ordinary shares
Kohlmarkt 8-10, 1010, Wien, Austria Cayman Islands Limited
Vodafone Enterprise Austria GmbH 100.00 Ordinary shares 190 Elgin Avenue, George Town, Grand Cayman, KY1-9005,
Cayman Islands Czech Republic
Bahrain CGP Investments (Holdings) 100.00 Ordinary shares Náměstí Junkových 2, Prague 5, Czech Republic, 13000,
Office 304, Building 60 Falcon Tower, Road 1701, Diplomatic Limited Czech Republic
Area, Manama, 317, Bahrain Vodafone Czech Republic A.S. 100.00 Ordinary shares
Vodafone Enterprise Bahrain W.L.L. 100.00 Ordinary shares Chile Oskar Mobil S.R.O. 100.00 Basic capital
222 Miraflores, P.28, Santiago, Metrop 97-763, Chile shares
Vodafone Enterprise Chile SA 100.00 Regular Vodafone Enterprise Europe (UK) 100.00 Branch
nominative shares Limited – Czech Branch

Friedrich-Wilhelm-Strasse 2, 38100, Braunschweig,
Denmark Germany Hungary
c/o Lundgrens Law Firm P/S, Tuborg Havnevej 19, 2900, KABELCOM Braunschweig 76.70 Ordinary shares 40-44 Hungaria Krt. Budapest, H-1087, Hungary
Overview
Hellerup, Denmark Gesellschaft Fur Breitbandkabel- VSSB Vodafone Shared Services 100.00 Registered
Vodafone Enterprise Denmark A/S 100.00 Ordinary shares Kommunikation Mit Beschrankter Budapest Private Limited Company ordinary shares
Haftung7
6 Lechner Ödön fasor, Budapest, 1096, Hungary
Egypt Landsberger Strasse 155, 80687 Munich, Germany
Vodafone Magyarorszag Mobile 100.00 Series A registered
14 Wadi el Nile ST, Dokki, Giza, Egypt, Egypt Vodafone Enterprise Germany 100.00 Ordinary shares, Tavkozlesi Zartkoruen Mukodo common shares
Sarmady Communications 54.91 Ordinary shares GmbH Ordinary #2 shares Reszvenytarsasag2
17 Port Said Street, Maadi El Sarayat, Cairo, Egypt Medienallee 24, 85774, Unterfohring, Germany
Kabelfernsehen Munchen 23.18 Ordinary shares
India
Misrfone Trading Company LLC 54.38 Ordinary shares
Servicenter GmbH & Co. KG 127, Maker Chamber III, Nariman Point, Mumbai,
2 Building, 36 Central Road, Giza, Egypt Maharashtra, 400021, India
Nobelstrasse 55, 18059, Rostock, Germany
Vodafone Data 54.93 Ordinary shares Ag Mercantile Company Private 100.00 Equity shares
Urbana Teleunion Rostock GmbH 53.69 Ordinary shares Limited
Piece No. 1215, Plot of Land No. 1/14A, 6th October City, & Co.KG
Egypt Jaykay Finholding (India) Private 100.00 Equity shares
Verwaltung “Urbana Teleunion” 38.35 Ordinary shares Limited
Vodafone International Services LLC 54.93 Ordinary shares Rostock GmbH7
Strategy
MV Healthcare Services Private 100.00 Equity shares
Site No 15/3C, Central Axis, 6th October City, Egypt Seilerstrasse 18, 38440, Wolfsburg, Germany Limited
Vodafone Egypt 54.93 Ordinary shares KABELCOM Wolfsburg 76.70 Ordinary shares Nadal Trading Company Private 100.00 Equity shares
Telecommunications S.A.E. Gesellschaft Fur Breitbandkabel- Limited
37 Kaser El Nil St, 4th. Floor, Cairo, Egypt Kommunikation Mit Beschrankter
Haftung7 ND Callus Info Services Private 100.00 Equity shares
Starnet 54.93 Ordinary shares Limited
Sudwestpark 15, 90449, Nurnberg, Germany
Omega Telecom Holdings Private 100.00 Equity shares
Finland Vodafone Kabel Deutschland Field 76.70 Ordinary shares Limited
Services GmbH7
c/o AAtsto DLA Piper Finland Oy, Fabianinkatu 23, Helsinki, Plustech Mercantile Company 100.00 Equity shares
00130, Finland Private Limited
Ghana
Vodafone Enterprise Finland OY 100.00 Ordinary shares Scorpios Beverages Pvt. Ltd 100.00 Equity shares
3rd Floor, The Elizabeth Building, 68 Senchi Link,
Airport Residential Area, Accra, Ghana SMMS Investments Pvt Limited 100.00 Equity shares
France
Performance
Vodacom Business (Ghana) 65.00 Ordinary shares Telecom Investments India Private 100.00 Equity shares
1300 Route de Cretes, Le WTC, Bat I1, 06560, Valbonne Soph,
Limited3 and non-voting, Limited
France
irredeemable,
UMT Investments Limited 100.00 Equity shares
Vodafone Automotive Telematics 100.00 Ordinary shares non-cumulative
Development S.A.S preference shares 8th Floor, RDB Boulevard, Plot K-1, Block- EP & GP, Sector - V,
Saltlake City, Kolkata, West Bengal, 700091, India
144, Avenue Roger Salengro, 92372 – Chaville Cedex, France Telecom House, Nswam Road, Accra-North, Greater Accra
Region, PMB 221, Ghana Usha Martin Telematics Limited 100.00 Equity shares
Vodafone Automotive France S.A.S 50.94 Ordinary shares
Ghana Telecommunications 70.00 Ordinary shares 10th Floor, Tower A&B, Global Technology Park,
Tour Neptune – 20, Place de Seine, 92400 Courbevoie, France Company Limited (Maple Tree Building), Marathahalli Outer Ring Road,
Vodafone Enterprise France SAS 100.00 New euro shares Devarabeesanahalli Village, Varthur Hobli, Bengaluru ,
National Communications 70.00 Ordinary shares
Karnataka, 560103, India
Backbone Company Limited
Germany Cable & Wireless Global (India) 100.00 Ordinary shares
Vodafone Ghana Mobile Financial 70.00 Ordinary shares
Altes Forsthaus 2, 67661, Kaiserslautern, Germany Private Limited
Services Limited
TKS Telepost Kabel-Service 76.70 Ordinary shares Cable & Wireless Networks India 74.00 Equity shares
Kaiserslautern Beteiligungs GmbH7 Greece Private Limited
Governance
TKS Telepost Kabel-Service 76.70 Ordinary shares 1-3 Tzavella str, 152 31 Halandri, Athens, Greece C-48, Okhla Industrial Estate, Phase - II, New Delhi,
Kaiserslautern GmbH & Co. KG7 110 020, India
Vodafone Global Enterprise 100.00 Ordinary shares
Altmarkt 10d, 01067 Dresden, Germany Telecommunications (Hellas) A.E. Vodafone Mobile Services Limited 100.00 Equity shares
Radio Opt GmbH 100.00 Ordinary shares Vodafone-Panafon Hellenic 99.87 Ordinary shares Vodafone Towers Limited 100.00 Equity shares
Telecommunications Company S.A. Business @ Mantri, Tower A, 3rd Floor, S No.197,
Betastraße 6-8, 85774 Unterföhring, Germany
Marathonos Ave 18 km & Pylou, Pallini, Attica, 15351, Wing A1 & A2, Near Hotel Four Points, Lohegaon, Pune,
Kabel Deutschland Holding AG7 76.70 Ordinary shares Greece Maharashtra, 411014, India
Kabel Deutschland Holding Erste 76.70 Ordinary shares Victus Networks S.A. 50.00 Ordinary shares Vodafone Global Services Private 100.00 Equity shares
Beteiligungs GmbH7 Limited
Parnithos 43 & Dilou, Metamorfosi, Athens, Greece
Kabel Deutschland Neunte 100.00 Ordinary shares Peninsula Corporate Park, Ganpatrao Kadam Marg,
Beteiligungs GmbH Zelitron S.A. 99.87 Ordinary shares Lower Parel, Mumbai, Maharashtra, 400013, India
Kabel Deutschland Holding Zweite 76.70 Ordinary shares Pireos 74A Avenue, Neo Faliro, 18547, Greece Vodafone India Digital Limited 100.00 Equity shares
Beteilgungs GmbH7 360 Connect S.A. 99.87 Ordinary shares Vodafone India Limited 100.00 Equity shares
Kabel Deutschland Siebte 76.70 Ordinary shares
Financials
Beteiligungs GmbH7 Hong Kong Vodafone India Ventures Limited 100.00 Ordinary shares
Vodafone Kabel Deutschland 76.70 Ordinary shares 2207-08, 22/F, St. George’s Building, No. 2 Ice House Street, Vodafone m-pesa Limited 100.00 Equity shares
GmbH7 Central, Hong Kong Vodafone Technology Solutions 100.00 Equity shares
Vodafone Kabel Deutschland 76.70 Ordinary shares Vodafone Global Enterprise 100.00 Ordinary shares Limited
Kundenbetreuung GmbH7 (Hong Kong) Limited Mobile Commerce Solutions 100.00 Equity shares
Buschurweg 4, 76870 Kandel, Germany Suite 1106-8, 11/F., Tai Yau Building, No. 181 Johnston Road, Limited
Vodafone Automotive 100.00 Ordinary shares Wanchai, Hong Kong, Vodafone Foundation 100.00 Equity shares
Deutschland GmbH Vodafone China Limited 100.00 Ordinary shares Skyline Ikon, 1st Floor, 86/92, Andheri Kurla Road, Marol
Ferdinand-Braun-Platz 1, 40549, Duesseldorf, Germany (Hong Kong)1 Naka, Andheri East, Mumbai, Maharashtra, 400059, India
Vodafone Erste 100.00 Ordinary shares Level 24, Dorset House, Taikoo Place, 979 King’s Road, Connect (India) Mobile 100.00 Equity shares
Beteiligungsgesellschaft mbH Quarry Bay, Hong Kong Technologies Private Limited
Vodafone Enterprise Global 100.00 Ordinary shares Unit 1A & 1B Creator ITPL, Whitefiled Road, Bangalore,
Vodafone GmbH 100.00 Ordinary A shares

Network HK Ltd Karnataka, 560066, India
Vodafone Group Services GmbH 100.00 Ordinary shares
Vodafone Enterprise Hong Kong Ltd 100.00 Ordinary shares Cable and Wireless (India) Limited, 100.00 Branch
Vodafone Institut für Gesellschaft 100.00 Ordinary shares Indian Branch Office
und Kommunikation GmbH
Vodafone House, Corporate Road, Prahladnagar,
Vodafone Stiftung Deutschland 100.00 Ordinary shares Off S. G. Highway, Ahmedabad, Gujarat, 380051, India
Gemeinnutzige GmbH7
Vodafone Business Services 100.00 Equity shares
Vodafone Vierte Verwaltungs AG 100.00 Ordinary shares Limited
Vodafone India Services Private 100.00 Ordinary shares
Limited
33. Related undertakings (continued)

Ireland Korea, Republic of Mexico

27 Lower Fitzwilliam Street, Dublin 2, Ireland 3rd Floor, 54 Gongse-ro, Gieheung-gu, Yongin-si, Ejercito Nacional 904, Piso 12, Polanco Los Morales,
Gyeonggi-do, Republic of Korea Miguel Hidalgo, C.P, 11510 MEXICO D.F, Mexico
Siro Limited 50.00 Ordinary shares
Vodafone Automotive Korea Limited 100.00 Ordinary shares Vodafone Empresa México S.de 100.00 Corporate
2nd Floor, The Iveagh Building, The Park, Carrickmines,
R.L. de C.V. certificate series A
Dublin 18, Ireland Seocho-dong, Gangnam Building, 16th Floor, 396,
shares, corporate
Seocho-daero, Seocho-gu, Seou, Republic of Korea
Eudokia Limited 100.00 Ordinary shares certificate series
Vodafone Enterprise Korea Limited 100.00 Ordinary shares B shares
Mountainview, Leopardstown, Dublin 18, Ireland
Vodafone Ireland Marketing 100.00 Ordinary shares Lesotho Morocco
Limited
Block B, Level 7, Development House, Kingsway Road, 129 Rue du Prince Moulay, Abdellah, Casablanca, Morocco
Cable & Wireless GN Limited 100.00 Ordinary shares Maseru, Lesotho
Vodafone Maroc SARL 79.75 Ordinary shares
Vodafone Ireland Property 100.00 Ordinary shares Vodacom Lesotho (Pty) Limited3 52.00 Ordinary shares
Holdings Limited Mozambique
Stentor Limited 100.00 Ordinary shares Luxembourg Rua dos Desportistas, Numero 649, Cidade de Maputo,
Vodafone Enterprise Global 100.00 Ordinary shares 15 Rue Edward Steichen, Luxembourg, 2540, Luxembourg Mozambique
Limited Tomorrow Street GP S.à r.l. 100.00 Ordinary shares VM, SA3 55.25 Ordinary shares
Vodafone Global Network Limited 100.00 Ordinary shares and redeemable
Vodafone Asset Management 100.00 Ordinary shares preference shares
Vodafone Ireland Distribution 100.00 Ordinary shares Services S.à r.l.
Limited Vodafone M-Pesa, S.A 55.25 Ordinary shares
Vodafone Enterprise Global 100.00 Ordinary shares
Vodafone Ireland Limited 100.00 Ordinary shares Businesses S.à r.l.
Netherlands
Vodafone Ireland Retail Limited 100.00 Ordinary shares Vodafone International 1 S.à r.l. 100.00 Ordinary shares
Rivium Quadrant 173, 15th Floor, 2909 LC,
Vodafone Group Services Ireland 100.00 Ordinary shares Vodafone International M S.à r.l. 100.00 Ordinary shares Capelle Aan Den Ijssel, Netherlands
Limited Vodafone Investments 100.00 Ordinary shares Vodafone Enterprise Netherlands BV 100.00 Ordinary shares
Luxembourg S.à r.l.
Italy Vodafone Europe B.V. 100.00 Ordinary shares
Vodafone Luxembourg 5 S.à r.l. 100.00 Ordinary shares
SS 33 del Sempione KM 35, 212, 21052 Busto Arsizio (VA), Vodafone International Holdings B.V. 100.00 Ordinary shares
Italy Vodafone Luxembourg S.à r.l. 100.00 Ordinary shares
Vodafone Panafon International 100.00 Ordinary shares
Vodafone Automotive Italia S.p.A 100.00 Ordinary shares Vodafone Payment Solutions S.à r.l. 100.00 Ordinary shares Holdings B.V.
Via Astico 41, 21100 Varese, Italy Vodafone Procurement Company 100.00 Ordinary shares Simon Carmiggelstraat 6, 1011 DJ, Amsterdam,
S.à r.l. Netherlands
Vodafone Automotive Electronic 100.00 Ordinary shares
Systems S.r.L Vodafone Roaming Services S.à r.l. 100.00 Ordinary shares Wireless Interactions & 100.00 Ordinary shares
Vodafone Enterprise Luxembourg S.A. 100.00 Ordinary shares NFC Accelerator 2013 B.V.
Vodafone Automotive SpA 100.00 Ordinary shares
Via Battistotti Sassi 11, 20133, Milano, Italy Malaysia New Zealand
Vodafone Enterprise Italy S.r.L 100.00 Euro shares Suite 13.03, 13th Floor, Menara Tan & Tan, 207 Jalan Tun 74 Taharoto Road, Takapuna, Auckland, 0622, New Zealand
Via Lorenteggio 240, 20147, Milan, Italy Razak, 50400 Kuala Lumpur, Malaysia Vodafone Mobile NZ Limited 100.00 Ordinary shares
Vodafone Gestioni S.p.A. 100.00 Ordinary shares Vodafone Global Enterprise 100.00 Ordinary shares Vodafone New Zealand Limited 100.00 Ordinary shares
(Malaysia) Sdn Bhd
Vodafone Servizi E Tecnologie S.R.L. 100.00 Equity shares Vodafone Next Generation 100.00 Ordinary shares
Services Limited
Viale Bianca Maria 23, 20122, Milan, Italy Malta
Level 1, 20 Viaduct Harbour Avenue, Auckland, 1010,
Vodafone Global Enterprise (Italy) 100.00 Ordinary shares SkyParks Business Centre, Malta International Airport, New Zealand
S.R.L. Luqa, LQA 4000, Malta
Vodafone New Zealand 100.00 Ordinary shares
Via Jervis 13, 10015, Ivrea, Tourin, Italy Multi Risk Indemnity Company Limited 100.00 A shares, B shares, Foundation Limited
ordinary A shares
VEI S.r.l. 100.00 Partnership Level 1, Building C, 14-22 Triton Drive, Albany, New Zealand
Interest shares Multi Risk Limited 100.00 Ordinary A shares,
ordinary B shares TNAS Limited 50.00 Ordinary shares
Vodafone Italia S.p.A. 100.00 Ordinary shares
Vodafone Malta Limited 100.00 Ordinary shares
Japan Nigeria
5-2-32 Minami-azabu, Minato-ku, Tokyo, 106-0047, Japan
Mauritius 3A Aja Nwachukwu Close, Ikoyi, Lagos, Nigeria
DTOS Ltd 10th Floor, Raffles Tower, 19, Cybercity, Ebene, Spar Aerospace (Nigeria) Limited3 65.00 Ordinary shares
Mauritius
(Japan) K.K. Vodacom Business Africa (Nigeria) 65.00 Ordinary shares
Mobile Wallet VM13 65.00 Ordinary shares Limited3 and preference
KAKiYa building, 9F, 2-7-17 Shin-Yokohama, Kohoku-ku, shares
Yokoha- City, Kanagawa, 222-0033, Japan Vodacom International Limited3 65.00 Ordinary shares,
non cumulative ICT Lawyers & Consultants, 2nd Floor, Oakland Center,
Vodafone Automotive Japan K.K 100.00 Ordinary shares Plot 2940, Aguyi Ironi Street, Maitama, Abuja, Nigeria
preference shares
Kenya Mobile Wallet VM23 65.00 Ordinary shares C&W Worldwide Nigeria Limited 100.00 Ordinary shares
The Riverfront, 4th floor, Prof. David Wasawo Drive, VBA (Mauritius) Limited3 65.00 Ordinary shares
Off Riverside Drive, Nairobi, Kenya
Norway
Fifth Floor, Ebene Esplanade, 24 Cybercity, Ebene, Mauritius
c/o EconPartner AS, Dronning Mauds gate 15, Oslo, 0250,
Vodacom Business (Kenya) 65.00 Ordinary shares Al-Amin Investments Limited 100.00 Ordinary shares Norway
Limited3 and ordinary
B shares Array Holdings Limited 100.00 Ordinary shares Vodafone Enterprise Norway AS 100.00 Ordinary shares
6th Floor, ABC Towers, ABC Place, Waiyaki Way, Nairobi, Asian Telecommunication 100.00 Ordinary shares
00100, Kenya Investments (Mauritius) Limited
M-PESA Foundation 100.00 Ordinary shares CCII (Mauritius), Inc. 100.00 Ordinary shares
M-PESA Holding Co. Limited 100.00 Ordinary shares CGP India Investments Ltd. 100.00 Ordinary shares
Vodafone Kenya Limited 100.00 Ordinary voting Euro Pacific Securities Ltd. 100.00 Ordinary shares
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 Telecommunications 100.00 Ordinary shares
(India) Limited
Vodafone Tele-Services (India) 100.00 Ordinary shares
Holdings Limited

Portugal South Africa Sweden

Av. D. Joao II, Lote 1.04.01, 8 Piso, Parques Das Nacoes, 15 Burnside Island, 410 Jan Smuts Avenue, Craighall, 2024, c/o Hellström advokatbyrå, Box 7305, 103 90, Stockholm,
Overview
1990-093 Lisboa, Portugal South Africa Sweden
Oni Way – Infocomunicacoes, S.A 100.00 Ordinary shares XLink Communications 60.94 Ordinary A shares Vodafone Enterprise Sweden AB 100.00 Ordinary shares
(Proprietary) Limited3
Vodafone Portugal – 100.00 Ordinary shares
Comunicacoes Pessoais, S.A.1 319 Frere Road, Glenwood, 4001, South Africa Switzerland
Av. da República, 50 - 10º, 1069-211, Lisboa, Portugal Cable and Wireless Worldwide 65.00 Ordinary shares BDO Ltd, Fabrikstrasse 50, CH-8031, Zurich, Switzerland
South Africa (Pty) Ltd Vodafone Enterprise Switzerland AG 100.00 Ordinary shares
Vodafone Enterprise Spain, S.L.U. – 100.00 Branch
Portugal Branch 76 Maude Street, Sandton, Johannesberg, 2196, South Africa Schoenburgstrasse 41, 3013, Bern, Switzerland
Waterberg Lodge (Proprietary) 30.47 Ordinary shares Vodafone Luxembourg 5 S.à r.l., 100.00 Branch
Qatar Limited3 Luxembourg, Zweigniederlassung
P.O. Box 27727, Doha, Qatar 9 Kinross Street, Germiston South, 1401, South Africa Bern
Vodafone And Qatar Foundation L.L.C 51.00 Ordinary shares Vodafone Holdings (SA) 100.00 Ordinary shares Vodafone International 1 S.a.r.l. 100.00 Branch
Proprietary Limited Luxembourg, Zweigniederlassung
Vodafone Qatar Q.S.C.4 22.95 Ordinary shares
Bern
Vodafone Investments (SA) 100.00 Ordinary A shares,
Romania Proprietary Limited “B” ordinary no par Via Franscini 10, 6850 Mendrisio, Switzerland
Strategy
Sectorul 4, Strada Olenitei, Nr. 2, Etaj 3, Bucureşti, Romania value shares Vodafone Automotive Telematics S.A 100.00 Ordinary shares
Vodafone Shared Services 100.00 Ordinary shares Vodacom Corporate Park, 082 Vodacom Boulevard, Zweigniederlassung Bern, Schonburgstr.41, P.O. Box 466,
Romania SRL Midrand, 1685, South Africa 3000 Bern 25, Switzerland
Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 3, Vouchercloud SA (Pty) Ltd 82.89 Common stock Vodafone Investments 100.00 Branch
Bucureşti, Romania shares Luxembourg S.à r.l., Luxembourg,
GS Telecom (Pty) Limited3 65.00 Ordinary shares Zweigniederlassung Bern
Vodafone România Technologies 100.00 Ordinary shares
SRL Motifpros 1 (Proprietary) Limited3 60.94 Ordinary shares Vodafone Luxembourg S.à r.l., 100.00 Branch
Luxembourg, Zweigniederlassung
Sectorul 2, Strada Barbu Văcărescu, Nr. 201, Etaj 1, Scarlet Ibis Investments 23 (Pty) 60.94 Ordinary shares Bern
Bucureşti, Romania Limited3
Vodafone România M - Payments SRL 52.32 Ordinary shares Vodacom (Pty) Limited3 60.94 Ordinary shares Taiwan
201 Barbu Vacarescu, 8th floor, 1st District, Bucharest, Vodacom Business Africa Group 65.00 Ordinary shares 13F, No. 156, Sec. 3, Minsheng E. Rd., Songshan District,
020276, Romania (Pty) Limited3 Taipei City 10596, Taiwan (R.O.C.)
Performance
Vodafone Romania S.A 100.00 Nominactive Vodacom Financial Services 60.94 Ordinary shares Vodafone Global Enterprise Taiwan 100.00 Ordinary shares
shares, Ordinary (Proprietary) Limited3 Limited
shares
Vodacom Group Limited3 65.00 Ordinary shares
Tanzania, United Republic of
Russian Federation Vodacom Insurance Administration 60.94 Ordinary shares
3rd Floor, Maktaba (Library), ComplexBibi, Titi Mohaned
Company (Proprietary) Limited3
Chayanova ulitsa 14/10, stroenye 2, 125047 Moscow, Russia Road, Dar es Salaam, United Republic of Tanzania
Vodacom Insurance Company 60.94 Ordinary shares
Cable & Wireless CIS Svyaz LLC 100.00 Charter Capital (RF) Limited3 Gateway Communications 65.00 Ordinary shares
shares Tanzania Limited3
Vodacom International Holdings 65.00 Ordinary shares
Sadovnicheskaya st. 82, bld.2, 115035, Moscow, (Pty) Limited3 Mlimani City Office Park, Mlimani City, Sam Nujoma Road,
Russian Federation Dar es Salaam, United Republic of Tanzania
Vodacom Life Assurance Company 60.94 Ordinary shares
Vodafone Global Enterprise 100.00 Equity shares (RF) Limited3 Vodacom Tanzania Public Limited 53.40 Ordinary shares
Russia LLC Company3
Vodacom Payment Services 60.94 Ordinary shares
Vodacom Tanzania Limited 53.40 Ordinary shares
Seychelles (Proprietary) Limited3
Zanzibar3
Governance
F20, 1st Floor, Eden Plaza, Eden Island, Seychelles Vodacom Properties No 1 60.94 Ordinary shares
(Proprietary) Limited3 Plot No 77, Kipawa industrial area, P. O. Box 40985, Dar es
Cavalry Holdings Ltd3 31.85 Ordinary A and Salaam, Tanzania
Ordinary B shares Vodacom Properties No.2 (Pty) 60.94 Ordinary shares
Limited3 Mirambo Limited3 31.85 Ordinary shares
East Africa Investment (Mauritius) 31.85 Ordinary A and
Limited3 Ordinary B shares Wheatfields Investments 276 65.00 Ordinary shares Turkey
(Proprietary) Limited3
Büyükdere Cad. No:251 Maslak, Şişli, İstanbul, 34398,
Sierra Leone Jupicol (Proprietary) Limited3 42.65 Ordinary shares Turkey
12 White Street, Brookfield, Off Railway Line, Freetown, Mezzanine Ware Proprietary 45.07 Ordinary shares Vodafone Holding A.S. 100.00 Registered shares
Sierra Leone Limited (RF)3
Vodafone Dagitim Hizmetleri A.S. 100.00 Registered shares
VBA International (SL) Limited3 65.00 Ordinary shares Storage Technology Services (Pty) 31.00 Ordinary shares
Limited3 Vodafone Net İletişim Hizmetleri A.Ş. 100.00 Ordinary shares
Singapore Vodafone Elektronik Para Ve 100.00 Registered shares
Asia Square Tower 2, 12 Marina View, #17-01, Singapore,
Spain Ödeme Hizmetleri A.Ş.
018961, Singapore Antracita, 7 – 28045, Madrid CIF B-91204453, Spain Vodafone Telekomunikasyon A.S 100.00 Registered shares
Financials
Bluefish Apac Communications 100.00 Ordinary shares Vodafone Automotive Iberia S.L 100.00 Ordinary shares Vodafone Bilgi Ve Iletisim 100.00 Registered shares
Pte. Ltd Hizmetleri AS
Avenida de América 115, 28042, Madrid, Spain
Vodafone Enterprise Global 100.00 Ordinary shares İTÜ Ayazağa Kampüsü, Koru Yolu, Arı Teknokent Arı 3
Grupo Corporativo ONO, S.A.U. 100.00 Ordinary shares
Network Pte. Ltd. Binası, Maslak, İstanbul, 586553, Turkey
Vodafone Espana S.A.U. 100.00 Ordinary shares
Vodafone Enterprise Regional 100.00 Ordinary shares Vodafone Teknoloji Hizmetleri A.S. 100.00 Registered shares
Business Singapore Pte.Ltd. Vodafone Holdings Europe S.L.U. 100.00 Ordinary shares
Vodafone Enterprise Singapore 100.00 Ordinary shares Vodafone ONO, S.A.U. 100.00 Ordinary A shares Ukraine
Pte.Ltd Bohdana Khmelnytskogo Str. 19-21, Kyiv, Ukraine
Vodafone Enabler España, S.L. 100.00 Ordinary shares
Slovakia Vodafone Enterprise Spain SLU 100.00 Ordinary shares LLC Vodafone Enterprise Ukraine 100.00 Ordinary shares
Namestie, SNP15, Bratislava, 811 06, Slovakia Vodafone Servicios SL.U 100.00 Ordinary shares United Arab Emirates
Vodafone Global Network Limited 100.00 Branch Premises 2120, Floor 21, Building AL Shatha Tower, Dubai,
– Slovakia Branch United Arab Emirates

Vodafone Enterprise Europe (UK) 100.00 Branch
Limited – DubaiI Branch

Cable & Wireless a-Services Limited 100.00 Ordinary shares Isis Telecommunications 100.00 A ordinary shares,
United Kingdom Management Limited C ordinary shares,
Cable & Wireless Aspac Holdings 100.00 Ordinary shares
1-2 Berkeley Square, 99 Berkeley Street, Glasgow, G3 7HR, B ordinary shares
Limited
Scotland Jaguar Communications Limited 100.00 Ordinary shares
Cable & Wireless Capital Limited 100.00 Ordinary shares
Thus Group Holdings Limited 100.00 Ordinary shares Legend Communications Limited 100.00 Ordinary shares
Cable & Wireless CIS Services 100.00 Ordinary shares
Thus Profit Sharing Trustees 100.00 Ordinary shares Limited London Hydraulic Power Company 100.00 Ordinary
Limited shares, 5%
Cable & Wireless Communications 100.00 ‘A’ Ordinary shares,
Thus Group Limited 100.00 Ordinary shares non-cumulative
Data Network Services Limited ‘B’ Ordinary shares
preference shares
5th Floor Legal Department, Group Corporate Secretariat, Cable & Wireless Communications 100.00 Ordinary shares
1 Kingdom Street, Paddington, London, England, W2 6BY, MetroHoldings Limited 100.00 Ordinary shares
Starclass Limited
United Kingdom ML Integration Group Limited 100.00 Ordinary shares
Cable & Wireless Europe Holdings 100.00 Ordinary shares
Cable & Wireless Worldwide 100.00 Ordinary shares Limited ML Integration Limited 100.00 Ordinary shares
Pension Trustee Limited
Cable & Wireless Global Business 100.00 Ordinary shares ML Integration Services Limited 100.00 Ordinary shares
Avon House, Horizon West, Canal View Road, Newbury, Services Limited
Berkshire, RG15 5XF, United Kingdom Mobile Phone Centre Limited 100.00 Ordinary shares
Cable & Wireless Global Holding 100.00 Ordinary shares
Talkmobile Limited 100.00 Ordinary shares Mobiles 4 Business.com Limited 100.00 Ordinary shares
Limited
Imperial House, 4–10 Donegall Square East, Belfast, Nat Comm Air Limited 100.00 Ordinary shares
Cable & Wireless Global 100.00 Ordinary shares
BT1 5HD, Northern Ireland Telecommunication Services Netforce Group Limited 100.00 Ordinary shares
Vodafone (NI) Limited 100.00 Ordinary shares Limited
Oxygen Solutions Limited 100.00 Ordinary shares,
Leven House, 10 Lochside Place, Edinburgh Park, Cable & Wireless Holdco Limited 100.00 Ordinary shares redeemable
Edinburgh, Scotland, EH12 9RG, United Kingdom preference shares,
Cable & Wireless U.K. 100.00 Ordinary shares
participating
Pinnacle Cellular Group Limited 100.00 Ordinary shares Cable & Wireless UK Holdings 100.00 Ordinary shares preference shares
Pinnacle Cellular Limited 100.00 Ordinary shares Limited
P.C.P. (North West) Limited 100.00 Ordinary shares
Vodafone (Scotland) Limited 100.00 Ordinary shares Cable & Wireless UK Services 100.00 Ordinary shares
Peoples Phone Limited 100.00 Ordinary shares
Limited
Woodend Cellular Limited 100.00 Ordinary shares Project Telecom Holdings Limited1 100.00 Ordinary shares
Cable & Wireless Waterside 100.00 Ordinary shares
Woodend Communications Limited 100.00 Ordinary shares Holdings Limited PT Network Services Limited 100.00 Ordinary shares
Woodend Group Limited 100.00 Ordinary shares Cable & Wireless Worldwide 100.00 Ordinary shares PTI Telecom Limited 100.00 Ordinary shares
Woodend Holdings Limited 100.00 Ordinary shares Limited
Rian Mobile Limited 100.00 Ordinary shares
Quarry Corner, Dundonald, Belfast, BT16 1UD, Cable & Wireless Worldwide 100.00 Ordinary shares
Services Limited Singlepoint (4U) Limited 100.00 Ordinary shares
Northern Ireland
Cable & Wireless Worldwide Voice 100.00 Ordinary shares Singlepoint Payment Services 100.00 Ordinary shares
Energis (Ireland) Limited 100.00 A Ordinary shares, Limited
B Ordinary shares Messaging Limited
Cable and Wireless (India) Limited 100.00 Ordinary shares Stentor Communications Limited 100.00 Ordinary shares
Shuttleworh House, 21 Bridgewater Close,
Network 65 Business Park, Hapton, Burnley, Lancashire, Cable and Wireless Nominee 100.00 Ordinary shares T.W. Telecom Limited 100.00 Ordinary shares
England, BB11 5TE, United Kingdom Limited T3 Telecommunications Limited 100.00 Ordinary shares
Navtrak Ltd 100.00 Ordinary shares Cellops Limited 100.00 Ordinary shares Talkland Airtime Services Limited 100.00 Ordinary shares
Vodafone Automotive UK Limited 100.00 Ordinary shares Cellular Operations Limited 100.00 Ordinary shares Talkland Communications Limited 100.00 Ordinary shares
Staple Court, 11 Staple Inn Building, London, WC1V 7QH, Central Communications Group 100.00 Ordinary shares, Talkland International Limited 100.00 Ordinary shares
United Kingdom Limited Ordinary A shares
Talkland Midlands Limited 100.00 Ordinary shares
Gateway Communications Africa 65.00 Ordinary shares Central Telecom (Northern) 100.00 Ordinary shares
(UK) Limited Limited Telecommunications Europe 100.00 Ordinary shares
Limited
Vodacom Business Africa Group 65.00 Ordinary shares Chelys Limited 100.00 Ordinary shares
Services Limited3 and preference Ternhill Communications Limited 100.00 Ordinary shares,
shares City Cable (Holdings) Limited 100.00 Ordinary shares non C redeemable
CT Networks Limited 100.00 Ordinary shares preference shares
Vodacom UK Limited3 65.00 Ordinary shares,
ordinary A shares CWW Operations Limited 100.00 Ordinary shares The Eastern Leasing Company 100.00 Ordinary shares
Limited
Vodafone House, The Connection, Newbury, Berkshire, Dataroam Limited 100.00 Ordinary shares,
RG14 2FN, United Kingdom Ordinary A shares The Old Telecom Sales Co. Limited 100.00 Ordinary shares
AAA (Euro) Limited 100.00 Ordinary shares Digital Island (UK) Ltd 100.00 Ordinary shares Thus Limited 100.00 Ordinary shares
AAA (MCR) Limited 100.00 Ordinary shares Emtel Europe Limited 100.00 Ordinary shares Townley Communications Limited 100.00 Ordinary shares
AAA (UK) Limited 100.00 Ordinary shares Energis Communications Limited 100.00 Ordinary shares Uniqueair Limited 100.00 Ordinary shares
Acorn Communications Limited 100.00 Ordinary shares Energis Holdings Limited 100.00 Ordinary shares Vizzavi Limited 100.00 Ordinary shares
Apollo Submarine Cable System 100.00 Ordinary shares Energis Local Access Limited 100.00 Ordinary shares Voda Limited 100.00 Ordinary shares
Limited Vodacall Limited1 100.00 Ordinary shares
Energis Management Limited 100.00 Ordinary shares
Aspective Limited 100.00 Ordinary shares, Vodafone (New Zealand) Hedging 100.00 Ordinary shares
A preference Energis Squared Limited 100.00 Ordinary shares
Limited
shares, Erudite Systems Limited 100.00 Ordinary shares
B preference Vodafone 2. 100.00 Ordinary shares
shares and Eurocall Holdings Limited 100.00 Ordinary shares
Vodafone 4 UK 100.00 Ordinary shares
C preference Flexphone Limited 100.00 Ordinary shares
shares Vodafone 5 Limited 100.00 Ordinary shares
FM Associates (UK) Limited 100.00 Ordinary shares
Astec Communications Limited 100.00 Ordinary shares Vodafone 5 UK 100.00 Ordinary shares
General Mobile Corporation 100.00 Ordinary shares
Bluefish Communications Limited 100.00 Ordinary B shares, Limited Vodafone 6 UK 100.00 Ordinary shares
ordinary A shares,
ordinary C shares, Generation Telecom Limited 100.00 Ordinary shares Vodafone Americas 4 100.00 Ordinary shares
ordinary D shares Vodafone Benelux Limited 100.00 Preference shares,
Global Cellular Rental Limited 50.00 Ordinary shares
Business Serve Limited 100.00 Ordinary shares ordinary shares
How2 Telecom Limited 100.00 Ordinary shares
C.S.P. Solutions Limited 100.00 Ordinary shares Vodafone Business Services 100.00 Ordinary shares
Intercell Communications Limited 100.00 Ordinary shares Limited
Cable & Wireless Access Limited 100.00 Ordinary-A
Internet Network Services Limited 100.00 Ordinary shares Vodafone Business Solutions 100.00 Ordinary shares
shares, ordinary-B
shares, series Invitation Digital Limited 82.89 Ordinary shares, Limited
A convertible series A preferred
preference shares shares

Vodafone Mobile Enterprises 100.00 A ordinary shares,
United Kingdom (continued) Limited ordinary shares, United States
Vodafone House, The Connection, Newbury, Berkshire, Vodafone Mobile Network Limited 100.00 A ordinary shares, 160 Greentree Drive, Suite 101, Dover, Delaware 19904,
Overview
RG14 2FN, United Kingdom ordinary shares United States
Vodafone Cellular Limited1 100.00 Ordinary shares Vodafone Multimedia Limited 100.00 Ordinary shares Bluefish Communications Inc. 100.00 Common stock
shares
Vodafone Central Services Limited 100.00 Ordinary shares Vodafone Nominees Limited1 100.00 Ordinary shares
2875 Michelle Drive, Ste. 100, Irvine CA 92606, United States
Vodafone Connect 2 Limited 100.00 Ordinary shares Vodafone Oceania Limited 100.00 Ordinary shares
Vodafone US Inc. 100.00 Common stock
Vodafone Connect Limited 100.00 Ordinary shares Vodafone Old Show Ground Site 100.00 Ordinary shares shares
Vodafone Consolidated Holdings 100.00 Ordinary shares Management Limited
4701 Cox Road Suite 301, Glen Allen, VA 23060, United
Limited Vodafone Overseas Finance 100.00 Ordinary shares States
Vodafone Corporate Limited 100.00 Ordinary shares Limited
Vodafone Americas Virginia Inc. 100.00 Common stock
Vodafone Corporate Secretaries 100.00 Ordinary shares Vodafone Overseas Holdings 100.00 Ordinary shares shares
Limited1 Limited
c/o United Corporate Services Inc., 15 North East Street,
Vodafone DC Pension Trustee 100.00 Ordinary shares Vodafone Panafon UK 100.00 Ordinary shares Kent County, Dover DE 19901, United States
Company Limited1 Vodafone Partner Services Limited 100.00 Ordinary shares Cable & Wireless a-Services, Inc 100.00 Common shares
Vodafone Distribution Holdings 100.00 Ordinary shares Vodafone Property Investments 100.00 Ordinary shares Corporation Service Company, 2711 Centerville Road, Suite
Strategy
Limited Limited 400, Wilmington, Delaware, 19808, United States of America
Vodafone Enterprise Corporate 100.00 Ordinary shares Vodafone Retail (Holdings) Limited 100.00 Ordinary shares Cable & Wireless Americas 100.00 Common stock
Secretaries Limited
Vodafone Retail Limited 100.00 Ordinary shares Systems, Inc. shares
Vodafone Enterprise Equipment 100.00 Ordinary shares
Limited Vodafone Sales & Services Limited 100.00 Ordinary shares Zambia
Vodafone Enterprise Europe (UK) 100.00 Ordinary shares Vodafone Satellite Services Limited 100.00 Ordinary shares Orange Park, Plot 35185, Alick Nkhata Road, Lusaka, Zambia
Limited Vodafone Specialist 100.00 Ordinary shares Africonnect (Zambia) Limited3 65.00 Ordinary shares
Vodafone Euro Hedging Limited1 100.00 Ordinary shares Communications Limited
Vodafone Euro Hedging Two 100.00 Ordinary shares Vodafone UK Content Services 100.00 Ordinary shares
Limited
Vodafone Europe UK 100.00 Ordinary shares
Vodafone UK Investments Limited 100.00 Ordinary shares
Vodafone European Investments1 100.00 Ordinary shares
Vodafone UK Limited1 100.00 Ordinary shares
Vodafone European Portal Limited1 100.00 Ordinary shares
Performance
Vodafone Ventures Limited1 100.00 Ordinary shares
Vodafone Finance Limited1 100.00 Ordinary shares
Vodafone Worldwide Holdings 100.00 Ordinary shares
Vodafone Finance Luxembourg 100.00 Ordinary shares Limited
Limited
Vodafone Yen Finance Limited 100.00 Ordinary shares
Vodafone Finance Sweden 100.00 Ordinary shares
Vodafone-Central Limited 100.00 Ordinary shares
Vodafone Finance UK Limited 100.00 Ordinary shares
Vodaphone Limited 100.00 Ordinary shares
Vodafone Financial Operations 100.00 Ordinary shares
Vodata Limited 100.00 Ordinary shares
Vodafone Global Content Services 100.00 Ordinary shares
Limited Your Communications Group 100.00 Ordinary shares
Limited
Limited c/o BDO MPR Management Limited, PO Box 119, Martello
Court, Admiral park, St Peter Port, Guernsey, Channel Islands
Vodafone Group (Directors) 100.00 Ordinary shares
Trustee Limited1 FB Holdings Limited 100.00 Ordinary shares
Vodafone Group Pension Trustee 100.00 Ordinary shares Redwood House, St Julian’s Avenue, St Peter Port, Guernsey,
Governance
Limited1 GY1 1WA, Channel Islands
Vodafone Group Services Limited 100.00 Ordinary shares, Silver Stream Investments Limited 100.00 Ordinary shares
deferred shares P.O. Box 119, Commerce House, St Peter Port, Guernsey,
Vodafone Group Services No.2 100.00 Ordinary shares GY1 3HB, Channel Islands
Limited1 Le Bunt Holdings Limited 100.00 Ordinary shares
Vodafone Group Share Trustee 100.00 Ordinary shares Roseneath, The Grange, St Peter Port, Guernsey, GY1 2QJ,
Limited1 Channel Islands
Vodafone Hire Limited 100.00 Ordinary shares VBA Holdings Limited3 65.00 Ordinary shares
Vodafone Holdings Luxembourg 100.00 Ordinary shares And non-voting
Limited irredeemable
non-cumulative
Vodafone Intermediate Enterprises 100.00 Ordinary shares preference
Limited
VBA International Limited3 65.00 Ordinary shares
Vodafone International Holdings 100.00 Ordinary shares And non-voting
Financials
Limited irredeemable
Vodafone International Operations 100.00 Ordinary shares non-convertible
Limited non-cumulative
Preference
Vodafone Investment UK 100.00 Ordinary shares
44 Esplanade, St. Helier, Jersey, JE4 9WG, Channel Islands
Vodafone Investments Australia 100.00 Ordinary shares
Limited Aztec Limited 100.00 Ordinary shares
Vodafone Investments Limited1 100.00 Ordinary shares Globe Limited 100.00 Ordinary shares
Vodafone IP Licensing Limited1 100.00 Ordinary shares Plex Limited 100.00 Ordinary shares
Vodafone Leasing Limited 100.00 Ordinary shares Vizzavi Finance Limited 100.00 Ordinary shares
Vodafone Limited 100.00 Ordinary shares Vodafone Holdings (Jersey) 100.00 Ordinary shares
Limited
Vodafone M.C. Mobile Services 100.00 Ordinary shares
Vodafone International 2 Limited 100.00 Ordinary shares
Limited
Vodafone Marketing UK 100.00 Ordinary shares Vodafone Jersey Dollar Holdings 100.00 Ordinary shares
Limited
Vodafone Mobile Commerce 100.00 Ordinary shares
Limited Vodafone Jersey Finance 100.00 Ordinary shares
Vodafone Mobile Communications 100.00 Ordinary shares Vodafone Jersey Yen Holdings 100.00 Limited liability
Limited Unlimited shares
Associated undertakings % held % held

and joint arrangements Company Name
by Group
Companies Share class Company Name
by Group
Companies Share class
% held
by Group Netherlands New Zealand
Company Name Companies Share class Johan Huizingalaan 763 A, 3e verdieping, 1066 VH, Level 1, 20 Viaduct Harbour Avenue, Auckland, 1142,
Amsterdam, Netherlands New Zealand
Australia A-ccelerator B.V. 20.42 Ordinary shares TSM NZ Limited 32.50 Ordinary shares
Level 1, 177 Pacific Highway, North Sydney NSW 2060, A-ccelerator Holding B.V 20.42 Ordinary shares Level 5, 151 Victoria Street West, Auckland 1010,
Australia New Zealand
SBC SMART CITY 1517 B.V. 29.20 Ordinary shares
H3ga Properties (No 3) Pty Limited 50.00 Ordinary shares Centurion GSM Limited 25.00 Ordinary shares
Boeingavenue 53, 1119PE, Schiphol-Rijk, Netherlands
Mobileworld Communications 50.00 Ordinary shares
Pty Limited VodafoneZiggo Group Holding B.V. 50.00 Ordinary shares Portugal
Mobileworld Operating Pty Ltd 50.00 Ordinary shares Monitorweg 1, 1322 BJ Almere, Netherlands Avenida D. João II Lote 1.03.23 Parque das Nações, 1998-
Vodafone Australia Pty Limited 50.00 Ordinary shares XB Facilities B.V. 50.00 Ordinary shares 017, Lisboa, Portugal
Vodafone Foundation Australia 50.00 Ordinary shares Barbara Strozzilaan 101, 1083 HN Amsterdam, Netherlands Celfocus – Solucoes Informaticas 45.00 Ordinary shares
Pty Limited Para Telecomunicacoes S.A
HBO Nederland Coöperatief U.A. 25.00 Partnershhip
Vodafone Hutchison Australia Pty 50.00 Ordinary shares interest Rua Pedro e Inês, Lote 2.08.01, 1990-075 Parque das
Limited Wações, Lisboa, Portugal
HBO Netherlands Distribution B.V. 25.00 Ordinary shares
Vodafone Hutchison Finance Pty 50.00 Ordinary shares Sport TV Portugal S.A 25.00 Nominative shares
Simon Carmiggeltstraat 6, 1011DJ Amsterdam, Netherlands
Limited
Vodafone Financial Services B.V. 50.00 Ordinary shares Romania
Vodafone Hutchison Receivables 50.00 Ordinary shares
Pty Limited Atoomweg 100, 3542 AB Utrecht, Netherlands Bulevardul DIMITRIE POMPEI, Nr. 10A, CLADIREA
CONECT III, MO, Bucuresti, Sector 2, Romania
Vodafone Network Pty Limited 50.00 Ordinary shares Amsterdamse Beheer- en 50.00 Ordinary shares
Consultingmaatschappij B.V. Netgrid Telecom SRL 50.00 Ordinary shares
Vodafone Pty Limited 50.00 Ordinary shares
Esprit Telecom B.V. 50.00 Ordinary shares
Russian Federation
Czech Republic FinCo Partner 1 B.V. 50.00 Ordinary shares
bld. 3, 11, Promishlennaya Street, Moscow, 115516,
náměstí Junkových 2808/2, Stodůlky, Prague 5, 15500, LGE HoldCo V B.V. 50.00 Ordinary shares Russian Federation
Czech Republic
LGE HoldCo VI B.V. 50.00 Ordinary shares Autoconnex Limited 35.00 Ordinary shares
COOP Mobil s.r.o. 33.33 Ordinary shares
LGE Holdco VII B.V. 50.00 Ordinary shares
Jankovcova 1037/49, 170 00 Praha 7-Holešovice, Czech South Africa
Republic LGE HoldCo VIII B.V. 50.00 Ordinary shares
Building 13 Ground Floor East, Thornhill, Office Park,
HBO Netherlands Channels sro 25.00 Member interest Torenspits II B.V. 50.00 Ordinary shares 94 Bekker Road, Vorna Valley X67, Midrand, 1685,
UPC Nederland Holding I B.V. 50.00 Ordinary shares South Africa
Egypt UPC Nederland Holding II B.V. 50.00 Ordinary shares Number Portability Company 20.00 Ordinary shares
23 Kasr El Nil St., Cairo, Egypt, 11211 (Proprietary) Limited3
UPC Nederland Holding III B.V. 50.00 Ordinary shares
Wataneya Telecommunications 50.00 Ordinary shares United Kingdom
S.A.E Vodafone Nederland Holding I B.V. 50.00 Ordinary shares
Vodafone Nederland Holding II B.V. 50.00 Ordinary shares 83 Baker Street, London, W1U 6AG, United Kingdom
Germany Vodafone Nederland Holding III B.V. 50.00 Ordinary shares Digital Mobile Spectrum Limited 25.00 Ordinary shares
Willy-Brandt-Platz 6, 81829 Munich, Germany The Exchange Building 1330, Arlington Business Park,
Ziggo B.V. 50.00 Ordinary shares
Device Insight 20.30 Preferred B shares Theale, Berkshire, RG7 4SA, United Kingdom
Ziggo Deelnemingen B.V. 50.00 Ordinary shares
Cornerstone Telecommunications 50.00 Ordinary shares
Greece Ziggo Financing Partnership 50.00 Partnership Infrastructure Limited
interest
43–45 Valtetsiou Str., Athens, Greece 62-65, Chandos Place, London, WC2N 4LP, United Kingdom
Ziggo Finance 2 B.V. 50.00 Ordinary shares
Safenet N.P,A. 24.97 Ordinary shares Cable & Wireless Trade Mark 50.00 Ordinary B shares
Ziggo Holding B.V. 50.00 Ordinary shares Management Limited
India Ziggo Netwerk II B.V. 50.00 Ordinary shares 33 Holborn, London, EC1N 2HT, United Kingdom
Bharti Crescent, 1 Nelson Mandela Road, Vasant Kunj, Ziggo Services B.V. 50.00 Ordinary shares Mobile by Sainsbury’s Limited 50.00 Ordinary shares
Phase‑II, New Delhi – 110070, India
Ziggo Services Employment B.V. 50.00 Ordinary shares
Indus Towers Limited 42.00 Equity shares
Ziggo Services Netwerk 2 B.V. 50.00 Ordinary shares
United States
A-19, Mohan Co-operative Industrial Estate , Mathura Road, 2711 Centerville Road, Suite 400, Wilmington,
New Delhi, New Delhi, Delhi, 110044, India Ziggo Zakelijk Services B.V. 50.00 Ordinary shares DE 19808 Delaware, United States
FireFly Networks Limited 50.00 Equity shares ZUM B.V. 50.00 Ordinary shares LG Financing Partnership 50.00 Partnership
Winschoterdiep 60, 9723 AB Groningen, Netherlands interest
Italy Zesko B.V. 50.00 Ordinary shares Ziggo Financing Partnership 50.00 Partnership
Via per Carpi 26/B - 42015 Correggio (RE), Italy interest
Ziggo Bond Company B.V. 50.00 Ordinary shares
VND S.p.A 35.00 Ordinary shares Ziggo Netwerk B.V. 50.00 Ordinary shares Notes:
Kenya Media Park boulevard 2, 1217 WE Hilversum, Netherlands 1 Entities directly held by Vodafone Group Plc.
2 Trades as Vodafone Hungary Mobile Telecommunications
Safaricom, P O Box 46350, 00100, Nairobi, Kenya Liberty Global Content 50.00 Ordinary shares Company Limited.
Netherlands B.V. 3 Shareholding is indirect through Vodacom Group Limited.
Safaricom Limited5,6 40.00 Ordinary shares
Avenue Ceramique 300, 6221 KX, Maastricht, Netherlands The indirect shareholding is calculated using the 65.0%
Luxembourg Vodafone Libertel B.V. 50.00 Ordinary shares ownership interest in Vodacom.
4 The Group has rights that enable it to control the strategic
14 rue Edward Steichen, Luxembourg, 2540, Luxembourg Assendorperdijk 2, 8012 EH Zwolle, Netherlands and operating decisions of Vodafone Qatar Q.S.C.
Tomorrow Street SCA 50.00 Ordinary shares Zoranet Connectivity Services B.V. 50.00 Ordinary shares and Vodacom Congo (RDC) S.A.. The Group is assessing
the impact of changes to company law in Qatar, which will
be applicable in the financial year ending 31 March 2018,
on its ability to exercise control over Vodafone Qatar Q.S.C.
5 The Group also holds two non-voting shares.
6 At 31 March 2017 the fair value of Safaricom Limited
was KES271 billion (€6,489 million) based on the closing
quoted share price on the Nairobi Stock Exchange.
7 Shareholding is indirect through Vodafone Kabel
Deutschland GmbH.
The table below shows selected financial data in respect of subsidiaries that have non-controlling interests that are material to the Group.
Vodafone Egypt
Vodacom Group Limited Telecommunications S.A.E. Vodafone Qatar Q.S.C.
2017 2016 2017 2016 2017 2016
€m €m €m €m €m €m
Overview
Summary comprehensive income information
Revenue 5,294 5,325 1,333 1,641 510 510
Profit/(loss) for the financial year 768 754 194 305 (67) (116)
Other comprehensive (expense)/income (10) 39 – – – –
Total comprehensive income/(expense) 758 793 194 305 (67) (116)
Other financial information
Profit/(loss) for the financial year allocated to non-controlling interests 257 263 88 139 (52) (89)
Dividends paid to non-controlling interests 258 271 152 3 – 23
Summary financial position information
Non-current assets 6,213 5,422 1,038 1,581 1,550 1,564
Strategy
Current assets 2,023 1,649 352 872 137 122
Total assets 8,236 7,071 1,390 2,453 1,687 1,686
Non-current liabilities (2,368) (2,005) (25) (78) (266) (259)
Current liabilities (1,825) (1,513) (656) (895) (226) (239)
Total assets less total liabilities 4,043 3,553 709 1,480 1,195 1,188
Equity shareholders’ funds 3,379 2,956 433 896 275 273
Non-controlling interests 664 597 276 584 920 915
Total equity 4,043 3,553 709 1,480 1,195 1,188
Performance
Statement of cash flows
Net cash flow from operating activities 1,702 1,575 520 661 134 103
Net cash flow from investing activities (790) (864) (609) (321) (93) (87)
Net cash flow from financing activities (778) (798) (328) (22) (32) (21)
Net cash flow 134 (87) (417) 318 9 (5)
Cash and cash equivalents brought forward 464 681 619 430 31 39
Exchange gain/(loss) on cash and cash equivalents 21 (130) (145) (129) 3 (3)
Cash and Cash Equivalents 619 464 57 619 43 31
The voting rights held by the Group equal the Group’s percentage shareholding as shown on pages 168 to 174.
Governance
Financials
34. 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 2017.
Name Registration number Name Registration number
Cable & Wireless Access Limited 4005262 Vodafone Enterprise Europe (UK) Limited 3137479
Cable & Wireless a-Services Limited 3930865 Vodafone Euro Hedging Limited 3954207
Cable & Wireless Aspac Holdings Limited 4705342 Vodafone Euro Hedging Two 4055111
Cable & Wireless Capital Limited 6702535 Vodafone European Investments 3961908
Cable & Wireless CIS Services Limited 2964774 Vodafone European Portal Limited 3973442
Cable & Wireless Communications Starclass Limited 1018703 Vodafone Europe UK 5798451
Cable & Wireless Europe Holdings Limited 4659719 Vodafone Finance Luxembourg Limited 5754479
Cable & Wireless Global Business Services Limited 3537591 Vodafone Finance Sweden 2139168
Cable & Wireless Global Holding Limited 3740694 Vodafone Finance UK Limited 3922620
Cable and Wireless Nominee Limited 3249884 Vodafone Financial Operations 4016558
Cable & Wireless Worldwide Limited 7029206 Vodafone Global Content Services Limited 4064873
Cable & Wireless Worldwide Voice Messaging Limited 1981417 Vodafone Holdings Luxembourg Limited 4200970
Cable & Wireless UK Holdings Limited 3840888 Vodafone IP Licensing Limited 6846238
City Cable (Holdings) Limited 1042087 Vodafone Intermediate Enterprises Limited 3869137
Digital Island (UK) Limited 3730837 Vodafone International 2 Limited 100403
Energis Communications Limited 2630471 Vodafone International Holdings Limited 2797426
Energis (Ireland) Limited NI035793 Vodafone International Operations Limited 2797438
Energis Squared Limited 3037442 Vodafone Investments Australia Limited 2011978
Internet Network Services Limited 3047165 Vodafone Investments Limited 1530514
Jaguar Communications Limited 1689995 Vodafone Investment UK 5798385
Legend Communications Limited 3923166 Vodafone Marketing UK 6858585
MetroHoldings Limited 3511122 Vodafone Mobile Communications Limited 3942221
ML Integration Group Limited 3252903 Vodafone Mobile Enterprises Limited 3961390
ML Integration Services Limited 4087040 Vodafone Mobile Network Limited 3961482
Stentor Communications Limited 3224579 Vodafone (New Zealand) Hedging Limited 4158469
The Eastern Leasing Company Limited 1672832 Vodafone Nominees Limited 1172051
Thus Group Limited SC226738 Vodafone Oceania Limited 3973427
Thus Group Holdings Limited SC192666 Vodafone Overseas Holdings Limited 2809758
Vizzavi Finance Limited 80499 Vodafone Panafon UK 6326918
Vodafone 2 4083193 Vodafone Property Investments Limited 3903420
Vodafone 4 UK 6357658 Vodafone UK Limited 2227940
Vodafone 5 Limited 6688527 Vodafone Worldwide Holdings Limited 3294074
Vodafone 5 UK 2960479 Vodafone Yen Finance Limited 4373166
Vodafone Americas 4 6389457 Voda Limited 1847509
Vodafone Benelux Limited 4200960 Vodaphone Limited 2373469
Vodafone Cellular Limited 896318 Vodata Limited 2502373
Vodafone Consolidated Holdings Limited 5754561 Your Communications Group Limited 4171876
Vodafone Enterprise Equipment Limited 1648524
Other unaudited financial information
Prior year operating results

This section presents our operating performance for the 2016 financial year compared to the 2015 financial
year, providing commentary on how the revenue and the adjusted EBITDA performance of the Group and its
Overview
operating segments developed, with all amounts presented restated into euros following the change in the
Group’s presentation currency and include the results of Vodafone India as discontinued operations following
the agreement to combine it with Idea Cellular.
Group1,2
Europe AMAP Other3 Eliminations 2016 2015 % change
€m €m €m €m €m €m Reported Organic*
Revenue 36,462 11,891 1,567 (110) 49,810 48,385 2.9 2.1
Service revenue 33,381 10,043 1,303 (109) 44,618 43,635 2.3 1.1
Other revenue 3,081 1,848 264 (1) 5,192 4,750
Strategy
Adjusted EBITDA 10,485 3,706 (36) – 14,155 13,702 3.3 2.3
Adjusted operating profit/(loss) 1,927 1,941 (39) – 3,829 4,040 (5.2) (3.8)
Adjustments for:
Impairment loss (569) –
Restructuring costs (316) (204)
Amortisation of acquired customer bases and brand intangible assets (1,338) (1,617)
Other expense (286) (146)
Operating profit 1,320 2,073
Notes:
Performance
1 With effect from 1 April 2016, the Group’s presentation currency was changed from pounds sterling to the euro to better align with the geographic split of the Group’s operations. The results
for the year ended 31 March 2016 have been restated into euros and include the results of Vodafone India as discontinued operations following the agreement to combine it with Idea Cellular.
Group revenue and service revenue includes the results of Europe, AMAP, Other (which includes the results of partner markets) and eliminations. 2016 results reflect average foreign exchange
rates of €1:£0.73, €1:INR72.3, €1:ZAR15.21, €1:TKL3.14 and €1: EGP8.66.
2 Alternative performance measures are non-GAAP measures that are presented to provide readers with additional financial information that is regularly reviewed by management and should not
be viewed in isolation or as an alternative to the equivalent GAAP measure. See “Alternative performance measures” on page 205 for reconciliations to the closest respective equivalent GAAP
measure and “Definition of terms” on page 218 for further details.
3 The “Other” segment primarily represents the results of the partner markets and the net result of unallocated central Group costs.
Revenue Operating profit

Group revenue increased 2.9% to €49.8 billion and service revenue Adjusted operating profit excludes certain income and expenses that
increased 2.3% to €44.6 billion. Reported growth includes the full we have identified separately to allow their effect on the results of the
year impact from the acquisitions of Hellas Online (‘HOL’) and Cobra Group to be assessed (see page 205). The items that are included
Automotive (‘Cobra’) in the prior year. in operating profit but are excluded from adjusted operating profit are
Governance
discussed below.
In Europe, organic service revenue declined 0.6%* reflecting continued
competitive pressures in a number of markets, with improving trends An impairment loss of €569 million was recognised in the 2016
throughout the year. financial year (2015: €nil). Further detail is provided in note 4 to the
Group’s consolidated financial statements. Restructuring costs
In AMAP, organic service revenue increased by 8.0%* continuing its
of €316 million (2015: €204 million) have been incurred to improve
sustained track record of strong organic growth.
future business performance and reduce costs.
Adjusted EBITDA
Amortisation of intangible assets in relation to customer bases and
Group adjusted EBITDA increased 3.3% to €14.2 billion driven by organic
brands are recognised under accounting rules after we acquire
growth in Europe and AMAP and the positive impact of the acquisitions
businesses and decreased to €1,338 million (2015: €1,617 million)
of HOL and Cobra and foreign exchange movements.
due to the acquisition of Ono.
Financials
On an organic basis, adjusted EBITDA rose 2.3%* and the

Including the above items, operating profit decreased by €0.8 billion
Group’s adjusted EBITDA margin stabilised at 28.4%.
to €1.3 billion as the €0.6 billion impairment charge, €0.5 billion higher
depreciation and amortisation charges and €0.1 billion increase
in restructuring costs were partly offset by a €0.4 billion increase
in adjusted EBITDA.
Note:
* All amounts in the Operating Results section marked with an “*” represent organic growth
which presents performance on a comparable basis, both in terms of merger and acquisition
activity and movements in foreign exchange rates. Organic growth is an alternative
performance measure. See “Alternative performance measures” on page 205 for further
details and reconciliations to the respective closest equivalent GAAP measure.
Other unaudited financial information (continued)
Prior year operating results (continued)
Europe
Germany Italy UK Spain Other Europe Eliminations Europe % change
€m €m €m €m €m €m €m Reported Organic*
Year ended 31 March 2016 restated
Revenue 10,626 6,008 8,428 4,959 6,599 (158) 36,462 3.3 0.4
Service revenue 9,817 5,129 7,987 4,468 6,132 (152) 33,381 2.4 (0.6)
Other revenue 809 879 441 491 467 (6) 3,081
Adjusted EBITDA 3,462 2,015 1,756 1,250 2,002 – 10,485 4.0 1.7
Adjusted operating profit 523 805 (97) 75 621 – 1,927 (13.0) (12.9)
Adjusted EBITDA margin 32.6% 33.5% 20.8% 25.2% 30.3% 28.8%
Revenue 10,677 5,844 7,916 4,615 6,360 (116) 35,296 24.3 (4.4)
Service revenue 9,862 5,169 7,527 4,240 5,924 (110) 32,612 23.3 (5.0)
Other revenue 815 675 389 375 436 (6) 2,684
Adjusted EBITDA 3,390 1,956 1,724 1,003 2,004 – 10,077 25.2 (12.3)
Adjusted operating profit 677 822 39 8 670 – 2,216 (18.5) (40.6)
Adjusted EBITDA margin 31.8% 33.5% 21.8% 21.7% 31.5% 28.5%
Revenue increased 3.3% for the year. M&A activity, including HOL and Germany
Cobra, contributed a 1.3 percentage point positive impact and foreign Service revenue declined 0.4%* for the year, but returned to growth
exchange movements contributed a 1.6 percentage point positive in Q4 (Q3: -0.4%*; Q4: 1.6%*) led by improvements in consumer mobile
impact. On an organic basis, service revenue decreased by 0.6%*, and fixed trends and aided by an accounting reclassification in fixed.
reflecting continued competitive pressures in a number of markets.
Mobile service revenue declined 1.6%*. Consumer contract revenue
Adjusted EBITDA increased 4.0%, including a 1.3 percentage point stabilised in the year, supported by consistent growth in contract net
positive impact from M&A activity and a 1.0 percentage point positive additions (+594,000 for the year). This performance has been driven
impact from foreign exchange movements. On an organic basis adjusted by an increased focus on direct channels and our “Otelo” second brand;
EBITDA increased 1.7%* driven by good cost control in a number of our during Q4, higher competition in indirect channels weighed on our
markets, as well as the benefits of acquisition integrations. contract net additions. The Enterprise market became increasingly
Other competitive during the year, leading to a deteriorating revenue trend
Reported
activity
(including Foreign Organic*
as falling ARPU more than offset good contract wins. We have made
change M&A) exchange change further strong progress on network investment, with 87% 4G coverage
% pps pps %
and dropped call rates declining 25% year-on-year to an all-time low
Revenue – Europe 3.3 (1.3) (1.6) 0.4 of 0.44%. In November, the independent “Connect” test confirmed the
Service revenue premium quality of our voice network in Germany and a strong second
and most improved data position.
Germany (0.5) – 0.1 (0.4)
Italy (0.8) – – (0.8) Fixed service revenue growth was 1.5%*, with continued strong growth
UK 6.1 0.4 (6.8) (0.3) in cable and a slowing decline in DSL-related revenue. Cable net adds
Spain 5.4 (8.9) – (3.5) growth continued to be strong throughout the year, supplemented
Other Europe 3.5 (1.9) (0.1) 1.5 by ongoing migrations from the DSL base; in the second half of the year
Europe 2.4 (1.5) (1.5) (0.6) DSL net additions also turned positive, with growing customer demand
for VDSL. Broadband ARPU was down year-on-year in a promotional
Adjusted EBITDA market, with improvements in cable offset by DSL declines, although
Germany 2.1 – – 2.1 the pace of decline began to moderate during H2. The integration
Italy 3.0 – 0.1 3.1 of KDG has been completed; we expect cost synergies to meet the initial
UK 1.9 4.7 (5.4) 1.2 targets set out at the time of acquisition, and now expect further upside
potential longer-term. In November, we launched Vodafone Red One,
Spain 24.6 (20.1) (0.3) 4.2
our fully integrated fixed, mobile and TV service combining high speed
Other Europe (0.1) (1.3) (0.1) (1.5)
mobile and fixed; as of 31 March 2016 we had 54,000 customers.
Europe 4.0 (1.3) (1.0) 1.7
Adjusted EBITDA grew 2.1%*, with adjusted EBITDA margin improving
Adjusted operating profit by 0.8* percentage points. The impact of lower revenues and
Europe (13.0) (0.4) 0.5 (12.9) increased Project Spring network opex was more than offset by opex
efficiencies (including KDG synergies), savings in commercial costs
(aided by our increased focus on direct channels) and a change
in commission processes.
Italy Adjusted EBITDA grew 1.2%*, with a 0.2* percentage point increase
Service revenue declined 0.8%* for the year, but returned to growth in the adjusted EBITDA margin driven by continued operational
in Q4 (Q3: -0.3%*; Q4: 1.3%*), aided by the leap-year benefit. efficiencies. Reported adjusted EBITDA benefited from one-off
The mobile business is on a steady recovery path, while fixed settlements with other network operators in the first half of the year.
performance continues to be positive despite increased competition
Spain 
Overview
in recent months.
Service revenue declined 3.5%* (Q3: -3.1%*; Q4: -3.2%*), with
Mobile service revenue declined 1.1%*, as a recovery in ARPU supported mobile revenue recovering steadily despite the negative effect
by prepaid price increases only partially offset the year-on-year decline of handset financing, and continued positive momentum in fixed.
in the customer base. Mobile number portability in the market has Excluding handset financing effects, service revenues declined
reduced in recent quarters and the customer base decline stabilised by 0.3%* in the year.
during the year, aided by market-leading NPS scores in mobile following
Mobile service revenue fell 8.0%*. The contract customer base
our Project Spring investments. Consumer trends improved faster
continued to grow in a more stable market, despite increased
than Enterprise, where competitive intensity has increased in H2.
promotional activity around the start of the new football season. We are
As of 31 March 2016 we have 95% population coverage on our 4G
seeing signs that ARPU is beginning to stabilise, aided by our market-
network and 6.5 million 4G customers (September 2015: 4.0 million).
leading NPS scores in mobile and our “more-for-more” pricing strategy,
Strategy
Fixed service revenue was up 1.2%*, driven by sustained commercial in which customers receive higher data allowances and additional
momentum. We added 168,000 broadband customers during the year, features (e.g. free European roaming) together with an increase in the
a strong performance, and in Q4 50% of our gross adds have taken monthly tariff. Our 4G population coverage reached 91% at 31 March
a fibre-based service. Of our base of 2.0 million broadband customers, 2016 and we have 5.4 million 4G customers.
297,000 are fibre customers. We have now built out our own fibre
Fixed service revenue rose 7.8%*, supported by consistent growth
network to over 16,000 cabinets, enabling us to reach 3.6 million
in broadband net additions. The integration of Ono has proceeded
households. Our high speed broadband roll-out in Italy will be enhanced
successfully and we have already achieved 100% of the original
by our commercial agreement with Enel, which plans to roll out
€240 million of cost and capex synergies targeted. We now expect
Fibre-To-The-Home (‘FTTH’) to 224 cities nationwide, providing access
to be able to deliver €300 million of annualised run-rate savings
on competitive commercial terms. In these areas Enel will be our
over the original timeframe. In part this reflects the very successful
exclusive fibre partner going forward.
Performance
launch in May of Vodafone One, our fully integrated cable, mobile
Adjusted EBITDA was up 3.1%*, as we successfully offset the decline and TV service, which has already reached 1.5 million customers.
in service revenue with savings in commercial costs and operating Including our joint fibre network build with Orange, we now reach
expenses. The adjusted EBITDA margin was stable year-on-year due 8.5 million premises with cable or fibre. Our recent agreement
principally to higher handset revenues. with Mediapro together with the wholesale obligations imposed
on the incumbent provide us with access to a full range of premium
UK
TV channels for the coming years, albeit at an increased cost.
Service revenue declined 0.3%* for the year (Q3: -0.7%*; Q4: -0.1%*),
with improving trends in fixed offset by a slowdown in mobile, reflecting Adjusted EBITDA increased 4.2%* year-on-year with a 1.3* percentage
operational challenges following a billing system migration. Q4 growth point increase in the adjusted EBITDA margin, as strong cost control,
benefited from strong carrier services activity; excluding this, underlying the benefit to margin from handset financing and the cost synergies
trends were stable. The organic growth rate for the year excludes one- from the Ono acquisition more than offset rising TV costs.
Governance
off settlements with other network operators in Q2.
Other Europe
Mobile service revenue declined 0.7%*. Contract customer growth Service revenue rose 1.5%* (Q3: 1.6%*; Q4: 2.1%*), with all markets
slowed in Q4, impacted partly by higher churn in relation to the except Greece achieving growth during the year. In Q4, Romania (7.7%*),
billing system migration. Revenue trends were also impacted by the Portugal (3.5%*) and the Czech Republic enjoyed an improvement
pricing and usage of 08XX numbers following the introduction in top-line growth.
of Non-Geographic Call Services regulation, and a focus on giving
In the Netherlands, service revenue increased 0.3%*, with growth
customers more control of their out-of-bundle data spend. As a result,
moving into decline during H2 (Q3: 0.2%*; Q4: -1.3%*) as continued
in-bundle revenue and demand for data add-ons continued to grow.
gains in fixed (partly aided by a Q4 accounting reclassification)
Enterprise mobile trends remained relatively stable despite increased
were offset by a decline in mobile contract ARPU.
competition. National 4G coverage reached 91% (based on the OFCOM
Financials
definition), and 99.5% in London; based on our estimations, 4G coverage In Portugal, fixed service revenue continues to grow strongly and
was 84%, and despite some delays the pace of 4G coverage expansion mobile is recovering as ARPU and churn pressure from the shift towards
in conjunction with our network sharing partner is now accelerating. convergent pricing begins to moderate. Our FTTH network now reaches
We achieved significant growth in 4G customers, with 7.0 million at the 2.4 million homes. Ireland returned to service revenue growth in Q2,
period end (September 2015: 5.3 million). with strong momentum in fixed and an improving trend in mobile.
The initial 4G roll-out is complete with 95% population coverage.
Fixed service revenue grew 1.1%*. Excluding carrier services, fixed
service revenue grew 2.4%* in the second half of the year including In Greece macroeconomic conditions remained a drag, however
an improving performance in Enterprise. After regional trials during good cost control led to improved margins. The integration of HOL
the summer, we began to offer our consumer broadband service is progressing according to plan.
to 24 million premises across the UK (98% of BT’s fibre footprint)

Adjusted EBITDA declined 1.5%*, with a 1.0* percentage point decline
in October, securing 38,000 customers by 31 March 2016. Our new
in adjusted EBITDA margin, mainly driven by lower margins in Portugal
TV service is in field trials with plans to launch later in the current
and Romania.
calendar year.
Other unaudited financial information (continued)
Prior year operating results (continued)
Africa, Middle East and Asia-Pacific

Vodacom Other AMAP Eliminations AMAP % change
€m €m €m €m Reported Organic*
Revenue 5,325 6,566 – 11,891 2.5 8.1
Service revenue 4,419 5,624 – 10,043 2.8 8.0
Other revenue 906 942 – 1,848
Adjusted EBITDA 2,028 1,678 – 3,706 3.4 9.0
Adjusted operating profit 1,356 585 – 1,941 11.2 19.9
Adjusted EBITDA margin 38.1% 25.6% 31.2%
Revenue 5,539 6,061 – 11,600 3.6 4.6
Service revenue 4,451 5,319 – 9,770 1.5 2.3
Other revenue 1,088 742 – 1,829
Adjusted EBITDA 1,949 1,635 – 3,584 1.0 1.8
Adjusted operating profit 1,314 432 – 1,746 (9.5) (9.7)
Adjusted EBITDA margin 35.2% 27.0% 30.9%
Revenue increased 2.5%, with strong organic growth partly offset Vodacom
by a 4.8 percentage point adverse impact from foreign exchange Vodacom Group service revenue increased 5.4%* (Q3: 7.2%*; Q4: 6.3%*),
movements. On an organic basis, service revenue was up 8.0%* driven supported by strong momentum in both South Africa and the
by growth in the customer base, increased voice and data usage, International operations.
and continued good commercial execution.
In South Africa, organic service revenue grew 4.7%* (Q3: 7.2%*;
Adjusted EBITDA increased 3.4%, including a 5.0 percentage point Q4: 6.5%*), with the consumer and enterprise businesses both
adverse impact from foreign exchange movements. On an organic basis, performing well. We continued to focus on building brand and network
adjusted EBITDA grew 9.0%*, driven by growth in all major markets. differentiation, with our performance driven by strong demand for data.
Other We further enhanced our leading network position, more than doubling
Reported
activity
(including Foreign Organic*
our LTE/4G sites to over 6,000, taking coverage to 58.2% on LTE/4G
change M&A) exchange change and 98.9% on 3G. Data revenue growth remained strong at 18.8%*
% pps pps %
in Q4 and data is now 36.3% of local service revenue. Our pricing
Revenue – AMAP 2.5 0.8 4.8 8.1 transformation strategy is making good progress, with 85% of contract
Service revenue customers now on integrated price plans and churn falling to our lowest
levels at 6.9% in Q4. Total bundle sales reached 1.1 billion, supported
Vodacom (0.7) – 6.1 5.4
by our “Just 4 U” personalised offers.
Other AMAP 5.7 1.8 2.6 10.1
AMAP 2.8 1.0 4.2 8.0 Service revenue growth in Vodacom’s International operations outside
South Africa was 10.0%*, driven by increased voice revenue as a result
Adjusted EBITDA of pricing strategies and bundle offerings, data take-up and M-Pesa.
Vodacom 4.1 – 8.6 12.7 Active data customers reached 10.1 million, 37% of total customers,
Other AMAP 2.6 1.3 0.6 4.5 and active M-Pesa customers totalled 6.8 million in Q4, all benefiting
AMAP 3.4 0.6 5.0 9.0 from sustained network investment.
Adjusted operating profit Vodacom Group adjusted EBITDA increased 12.7%*, significantly
AMAP 11.2 1.6 7.1 19.9 faster than revenues, with a 3.6* percentage point improvement
in adjusted EBITDA margin. This strong performance partly reflected
a change in accounting for certain transactions in the indirect channel,
which depressed equipment sales and total revenues with no impact
on adjusted EBITDA. Excluding this effect, adjusted EBITDA margins
rose driven by operating leverage, tight cost control and a tailwind from
foreign exchange gains.
Other AMAP India1

Service revenue increased 10.1%* (Q3: 10.8%*; Q4: 12.1%*), with strong
growth in Turkey, Egypt and Ghana partially offset by a decline in Qatar. On 20 March 2017, Vodafone announced the agreement to combine
its subsidiary, Vodafone India (excluding its 42% stake in Indus Towers),
Service revenue in Turkey was up 19.7%*, reflecting continued strong with Idea Cellular, with the combined company to be jointly controlled
growth in consumer contract and Enterprise revenue, and we launched
Overview
by Vodafone and the Aditya Birla Group. The results of Vodafone India
4G services in April 2016. Fixed momentum was strong, almost are detailed below.
quadrupling the fixed broadband customer base to 363,000 at the end % change
2016 2015
of the period. €m €m Reported Organic*
In Egypt, service revenue was up 8.9%* driven by continued strong Revenue 6,161 5,502 12.0
growth in data. Service revenue 6,135 5,480 12.0 5.0
Other revenue 26 22
New Zealand returned to modest growth, with solid mobile contract
Direct costs (1,835) (1,714)
customer trends and improving fixed ARPU.
Customer costs (287) (245)
Adjusted EBITDA grew 4.5%*, with a 2.1* percentage point contraction Operating expenses (2,224) (1,908)
in adjusted EBITDA margin. A strong revenue performance and Adjusted EBITDA 1,815 1,635 11.0 4.1
Strategy
improved margins in Turkey were partly offset by higher costs for Depreciation and amortisation (1,276) (1,075)
imported goods post foreign exchange rate devaluations across
Adjusted operating profit 539 560 (3.9)
the region.
Adjustments for:
Associates and joint ventures Other (116) (104)
Indus Towers, the Indian towers company in which Vodafone has a 42% Operating profit 423 456
interest, achieved local currency revenue growth of 5.8%. Indus Towers Adjusted EBITDA margin 29.5% 29.7%
owned 119,881 towers as at 31 March 2016, with a tenancy ratio of 2.25.
Indus Towers’ contribution to the Group’s adjusted operating profit was Note:
1 The results of Vodafone India are classified as discontinued operations in accordance
€101 million. with IFRS.
Safaricom, Vodafone’s 40% associate which is the leading mobile
Performance
Service revenue increased 5.0%* (Q3: 2.3%*; Q4: 5.3%*) as customer
operator in Kenya, saw local currency service revenue growth of 13.8% base growth and strong demand for 3G data was partially offset
for the year, with local currency adjusted EBITDA up 16.8%, driven by a number of regulatory changes, including MTR cuts, roaming price
by an increase in the customer base leading to growth across all caps and an increase in service tax. Excluding these impacts, service
revenue streams, predominantly mobile data and M-Pesa. 4G coverage revenue growth was 10.0%*. Q4 growth recovered versus Q3 as voice
is now in 20 out of 47 counties. price competition moderated during the quarter and regulatory impacts
Vodafone Hutchison Australia (‘VHA’), in which Vodafone owns a 50% began to reduce in March.
stake, is performing solidly in an intensely competitive environment, We added 14.1 million customers during the year, taking the total
with service revenues (excluding MTR impact) returning to growth after to 197.9 million. Growth in total minutes of use continued, but this was
five years in decline. Adjusted EBITDA growth was driven by an increase offset by a decline in average revenue per minute as a result of ongoing
in revenue and improved cost management. competition on voice business.
Governance
Data growth continues to be very strong, with data usage over the
network up 64% year-on-year, and the active data customer base
increasing by 3.8 million to 67.5 million. The 3G customer base grew
to 27.4 million, up 41.4% year-on-year, and smartphone penetration
in our four biggest urban areas is now 52.8%. In Q4, browsing revenue
represented 19.2% of local service revenue, up from 14.9% in the
equivalent quarter last year.
Since the launch of Project Spring we have added over 37,700 new 3G
sites, taking the total to 55,500 and our population coverage to 95%
of target urban areas. We have launched 4G in five key circles and plan
Financials
to expand to cover over 60% of our data revenues in the coming year,
ahead of the upcoming spectrum auction.
Our M-Pesa business continues to expand, with 1.3 million active
customers at March 2016, and approximately 120,000 agents. In August,
the Reserve Bank of India granted us “in principle” approval to set
up a payments bank.
Adjusted EBITDA grew 4.1%*, with a 0.2* percentage point deterioration
in adjusted EBITDA margin as the benefits of service revenue growth
were offset by the ongoing increase in operating costs related to Project
Spring, higher acquisition costs and the translation effects of non-rupee

operating costs.
Company statement of financial position of Vodafone Group Plc

at 31 March
Restated
2017 2016
Note €m €m
Fixed assets
Shares in Group undertakings 2 83,991 84,597
Current assets
Debtors: amounts falling due after more than one year 3 3,692 4,328
Debtors: amounts falling due within one year 3 217,590 212,058
Other investments 4 1,678 1,991
Cash at bank and in hand 322 133
223,282 218,510
Creditors: amounts falling due within one year 5 (219,924) (216,648)
Net current assets 3,358 1,862
Total assets less current liabilities 87,349 86,459
Creditors: amounts falling due after more than one year 5 (35,369) (32,164)
51,980 54,295
Capital and reserves
Called up share capital 6 4,796 4,796
Share premium account 20,379 20,377
Capital redemption reserve 111 111
Other reserves 4,385 4,423
Own shares held (8,739) (8,906)
Profit and loss account1 31,048 33,494
Total equity shareholders’ funds 51,980 54,295
Note:
1 The profit for the financial year dealt with in the financial statements of the Company is €1,134 million (2016: loss of €813 million).
The Company financial statements on pages 182 to 189 were approved by the Board of Directors and authorised for issue on 16 May 2017 and were
signed on its behalf by:

Vittorio Colao Nick Read
Chief Executive Chief Financial Officer
The accompanying notes are an integral part of these financial statements.
Company statement of changes in equity of Vodafone Group Plc

For the years ended 31 March
Called up Share Capital Reserve for Total equity

share premium redemption Other own Profit and loss shareholders’
capital account1 reserve1 reserves1 shares2 account3 funds
€m €m €m €m €m €m €m
1 April 2015 restated 5,246 22,290 122 996 (9,888) 41,549 60,315
Overview
Issue or reissue of shares – 2 – – 147 – 149
Issue of mandatory convertible bonds4 – – – 3,480 – – 3,480
Loss for the financial year – – – – – (813) (813)
Dividends – – – – – (4,233) (4,233)
Capital contribution given relating to share-based payments5 – – – 161 – 161
Contribution received relating to share-based payments – – – (131) – – (131)
Other movements6,7 (450) (1,915) (11) (83) 835 (3,009) (4,633)
31 March 2016 restated 4,796 20,377 111 4,423 (8,906) 33,494 54,295
Issue or reissue of shares – 2 – – 167 – 169
Profit for the financial year – – – – – 1,134 1,134
Strategy
Dividends – – – – – (3,709) (3,709)
Capital contribution given relating to share-based payments5 – – – 112 – – 112
Contribution received relating to share-based payments – – – (150) – – (150)
Other movements7 – – – – – 129 129
31 March 2017 4,796 20,379 111 4,385 (8,739) 31,048 51,980
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 is realised and unrealised in accordance with the guidance provided by ICAEW TECH 2/10 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 as shown in the relevant financial statements.
Performance
4 Includes the equity component of the mandatory convertible bonds which are compound instruments issued in the year.
5 Includes €9 million tax credit (2016: €5 million credit).
6 Includes amounts relating to foreign exchange differences arising on the retranslation of reserves due to the change in the Company’s functional currency.
7 Includes the impact of the Company’s cash flow hedges with €787 million net gain deferred to other comprehensive income during the year (2016: €337 million net gain; 2015: €768 million net
gain) and €654 million net gain (2016: €294 million net gain; 2015: €821 million net gain) recycled to the income statement.
Governance
Financials
Notes to the Company financial statements
1. Basis of preparation
The separate financial statements of the Company are drawn up in accordance with the Companies Act 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. With effect from 1 April 2016 the functional currency of the Company was changed from pounds sterling to the euro and applied
prospectively from the date of change, as this is now the primary currency in which the Company’s financing activities and investments returns are
denominated. As a result of the change in functional currency, the Company has chosen to change its presentation currency which is accounted for
retrospectively. Prior periods, including the amounts presented for the years ended 31 March 2016 have been restated into euros using closing rates
at the relevant balance sheet date for assets, liabilities, share capital, share premium and other capital reserves and the income statement has been
restated at the average rate for the comparative year or the spot rate for significant transactions.
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); and
–– The requirements in IAS 24 “Related party disclosures” to disclose related party transactions entered into between two or more members
of a group.
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. The key area of judgement that has the most significant effect on the amounts recognised in the financial statements is the review for
impairment of investment carrying values.
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.
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.
Overview
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 timing differences are
expected to reverse, based on the tax rates and laws that are enacted or substantively enacted at the reporting period date. Timing differences arise
from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the
Company financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered.
Deferred tax assets and liabilities are not discounted.
Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Company statement of financial position when the
Company becomes a party to the contractual provisions of the instrument.
Strategy
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
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
Performance
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 or exercised, no longer qualifies for hedge
accounting or the Company chooses to end the hedging relationship.
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
Governance
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-
Financials
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.
Pensions
The Company is the sponsoring employer of the Vodafone Group pension scheme, a defined benefit pension scheme. There is insufficient
information available to enable the scheme to be accounted for as a defined benefit scheme because the Company is unable to identify its share
of the underlying assets and liabilities on a consistent and reasonable basis. Therefore, the Company has applied the guidance within IAS 19
to account for defined benefit schemes as if they were defined contribution schemes and recognise only the contribution payable each year.
The Company had no contributions payable for the years ended 31 March 2017 and 31 March 2016.
New accounting pronouncements
To the extent applicable the Company will adopt new accounting policies as set out in note 1 “Basis for preparation” in the consolidated
Notes to the Company financial statements (continued)
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.
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.
Shares in Group undertakings

Restated
2017 2016
€m €m
Cost:
1 April 91,940 97,681
Additions – 2,469
Capital contributions arising from share-based payments 112 161
Contributions received in relation to share-based payments (150) (131)
Other movements – (8,240)
31 March 91,902 91,940
Amounts provided for:
1 April 7,343 8,033
Impairment losses 568 –
Other movements – (690)
31 March 7,911 7,343
Net book value:
31 March 83,991 84,597
At 31 March 2017 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 33 “Related undertakings” to the consolidated financial statements.
3. Debtors
Restated
2017 2016
€m €m
Amounts falling due within one year:
Amounts owed by subsidiaries1 216,686 210,711
Taxation recoverable 134 205
Other debtors 173 137
Derivative financial instruments2 597 1,005
217,590 212,058
Amounts falling due after more than one year:
Derivative financial instruments2 3,672 4,328
Deferred tax 20 –
3,692 4,328
Notes:
1 Amounts owed by subsidiaries are unsecured, have no fixed date of repayment are repayable on demand.
2 Amounts falling due within one year include amounts in relation to cross-currency swaps €463 million (2016: €613 million), interest rate swaps €31 million (2016: €54 million), options €nil
(2016: €46 million) and foreign exchange contracts €103 million (2016: €292 million). The amounts falling due in more than one year includes amounts in relation to cross-currency swaps
€1,243 million (2016: €1,442 million), interest rate swaps €2,417 million (2016: €2,886 million) and options €12 million (2016: €nil).
4. Other Investments
Accounting policies
Investments classified as loans and receivables are stated at amortised cost using the effective interest rate method, less any impairment.
Restated
Overview
2017 2016
€m €m
Investments1 1,678 1,991
Note:
1 Investments include collateral paid on derivative financial instruments of €506 million (2016: €1,991 million) and €1,172 million (2016: €nil) of gilts paid as collateral primarily on derivative
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
Strategy
at amortised cost using the effective interest rate method, except where they are identified as a hedged item in a designated 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.
Restated
2017 2016
€m €m
Amounts falling due within one year:
Bank loans and other loans 10,353 16,774
Amounts owed to subsidiaries1 208,671 199,239
Derivative financial instruments2 717 489
Performance
Other creditors 108 99
Accruals and deferred income 75 47
219,924 216,648
Amounts falling due after more than one year:
Other loans 34,020 30,737
Derivative financial instruments2 1,349 1,427
35,369 32,164
Notes:
1 Amounts owed to subsidiaries are unsecured, have no fixed date of repayment are repayable on demand.
2 Amounts falling due within one year include amounts in relation to cross-currency swaps €590 million (2016: €296 million) of which €301 million relates to transactions with joint ventures
Governance
(2016: €290 million), interest rate swaps €48 million (2016: €37 million), options €3 million (2016: €81 million) and foreign exchange contracts €76 million (2016: €75 million). The amounts falling
due in more than one year include amounts in relation to cross-currency swaps €735 million (2016: €668 million), interest rate swaps €554 million (2016: €759 million) and options €60 million
(2016: €nil).
Included in amounts falling due after more than one year are other loans of €19,617 million which are due in more than five years from 1 April 2017
and are payable otherwise than by instalments. Interest payable on these loans ranges from 0.035% to 7.875%.
Amounts included in bank loans and other loans due within one year and in other loans due after more than one year of €46 million and €34 million
respectively represent the carrying value of future coupons on the mandatory convertible bonds issued on 25 February 2016. The mandatory
convertible bonds are compound instruments with nominal values recognised as a component of shareholders’ equity (refer to the statement
of changes in equity on page 183) with the initial fair value of future coupons recognised as financial liabilities in borrowings and subsequently
measured at amortised cost using the effective interest rate method.
Details of bond and other debt issuances are set out in note 22 “Liquidity and capital resources” on pages 144 to 147 in the consolidated
Financials
Notes to the Company financial statements (continued)
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.
Restated
2017 2016
Number €m Number €m
Ordinary shares of 20 20⁄ 21 US cents each allotted,
issued and fully paid:1, 2
1 April 28,813,396,008 4,796 28,812,787,098 5,246
Allotted during the year 746,840 – 608,910 –
Other movements – – – (450)
31 March 28,814,142,848 4,796 28,813,396,008 4,796
Notes:
1 50,000 (2016: 50,000) 7% cumulative fixed rate shares of £1 each were allotted, issued and fully paid by the Company.
2 At 31 March 2017, the Company held 2,192,064,339 (2016: 2,254,825,696) treasury shares with a nominal value of €365 million (2016: €375 million).
Allotted during the year

The Company allotted the following shares under share award and option schemes:
Nominal Net
value proceeds
Number €m €m
US share awards and option scheme awards 746,840 – 2
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 2017, the Company had 41 million ordinary share options outstanding (2016: 24 million) and no ADS options outstanding (2016: nil).
The Company has made capital contributions to its subsidiaries in relation to share-based payments. At 31 March 2017, the cumulative capital
contribution net of payments received from subsidiaries was €53 million (2016: €91 million). During the year ended 31 March 2017, the total capital
contribution arising from share-based payments was €112 million (2016: €161 million), with payments of €150 million (2016: €131 million) received
from subsidiaries.
Full details of share-based payments, share option schemes and share plans are disclosed in note 27 “Share-based payments” to the consolidated
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 101 do not reflect the profits available for distribution in the Group.
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.
Overview
Restated
2017 2016
€m €m
Declared during the financial year:
Final dividend for the year ended 31 March 2016: 7.77 pence per share
(2015: 7.62 pence share, 2014: 7.47 pence per share) 2,447 2,852
Interim dividend for the year ended 31 March 2017: 4.74 eurocents per share
(2016: 3.68 pence per share, 2015: 3.60 pence per share) 1,262 1,381
3,709 4,233
Proposed after the balance sheet date and not recognised as a liability:
Final dividend for the year ended 31 March 2017: 10.03 eurocents per share
Strategy
(2016: 7.77 pence per share, 2015: 7.62 pence per share) 2,670 2,447
10. Contingent liabilities and legal proceedings

Restated
2017 2016
€m €m
Other guarantees and contingent liabilities 3,420 2,178
Other guarantees and contingent liabilities

Other guarantees principally comprise the Company’s guarantee of the Group’s 50% share of an AUD 1.7 billion loan facility and a US$3.5 billion loan
Performance
facility of its joint venture, Vodafone Hutchison Australia Pty Limited.
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 26 “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 UK Group Pension Scheme (‘Vodafone UK plan’). The results, assets and liabilities associated
with the Vodafone UK plan are recognised in the financial statements of Vodafone UK Limited and Vodafone Group Services Limited.
As detailed in note 30 “Contingent liabilities and legal proceedings” to the consolidated financial statements, the Company has covenanted
to provide security in favour of the trustee of the Vodafone Group UK Pension Scheme and the Trustees of THUS Plc Group Scheme.
Governance
Legal proceedings
Details regarding certain legal actions which involve the Company are set out in note 30 “Contingent liabilities and legal proceedings” to the
consolidated financial statements.
11. Other matters

The auditors’ remuneration for the current year in respect of audit and audit-related services was €2.2 million (2016: €2.1 million) and for non-audit
services was €0.9 million (2016: €0.5 million).
The Directors 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 “Directors’ remuneration”
Financials
on pages 67 to 85.
The Company had two (2016: two) employees throughout year.
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.
Shareholder information
Unaudited information
Investor calendar
Ex-dividend date for final dividend 8 June 2017
Record date for final dividend 9 June 2017
Trading update 21 July 2017
Annual general meeting 28 July 2017
Final dividend payment 4 August 2017
Half-year financial results 14 November 2017
Ex-dividend date for interim dividend 23 November 2017
Record date for interim dividend 24 November 2017
Interim dividend payment 2 February 2018
Dividends Managing your shares via Investor Centre

See pages 42 and 125 for details on dividend amount per share. Computershare operates a portfolio service for investors in ordinary
shares, called Investor Centre. This provides our shareholders with
Payment of dividends by direct credit
online access to information about their investments as well as a facility
We pay cash dividends directly to shareholders’ bank or building society
to help manage their holdings online, such as being able to:
accounts. This ensures secure delivery and means dividend payments
are credited to shareholders’ bank or building society accounts –– update dividend mandate bank instructions and review dividend
on the same day as payment. A dividend confirmation covering payment history;
both the interim and final dividends paid during the financial year
–– update member details and address changes; and
is sent to shareholders at the time of the interim dividend in February.
ADS holders may alternatively have their cash dividends paid by cheque. –– register to receive Company communications electronically.
Euro dividends
Computershare also offers an internet and telephone share dealing
Dividends are now declared in euros and paid in euros and pounds
service to existing shareholders.
sterling according to where the shareholder is resident. Cash dividends
to ADS holders are paid by the ADS depositary in US dollars. This aligns The service can be obtained at investorcentre.co.uk. Shareholders with
the Group’s shareholder returns with the primary currency in which any queries regarding their holding should contact Computershare.
we generate free cash flow. The foreign exchange rate at which See page 191 for their contact details.
dividends declared in euros are converted into pounds sterling and
Shareholders may also find the investors section of our corporate
US dollars is calculated based on the average exchange rate of the five
website, vodafone.com/investor, useful for general queries and
business days during the week prior to the payment of the dividend.
information about the Company.
See vodafone.com/dividends for further information about dividend
payments or, alternatively, please contact our registrar or the ADS Shareholder communications
depositary, as applicable. See page 191 for their contact information. A growing number of our shareholders have opted to receive their
Dividend reinvestment plan communications from us electronically using email and web‑based
We offer a dividend reinvestment plan which allows holders of ordinary communications. The use of electronic communications, rather
shares who choose to participate to use their cash dividends to acquire than printed paper documents, means information about the
additional shares in the Company. These are purchased on their behalf Company can be received as soon as it is available and has the
by the plan administrator through a low cost dealing arrangement. added benefit of reducing costs and our impact on the environment.
For ADS holders, Deutsche Bank, through its transfer agent, American Each time we issue a shareholder communication, shareholders who
Stock Transfer & Trust Company, LLC (AST) maintains a DB Global Direct have elected for electronic communication will be sent an email alert
Investor Services Program which is a direct purchase and sale plan for containing a link to the relevant documents.
depositary receipts with a dividend reinvestment facility. We encourage all our shareholders to sign up for this service
Taxation of dividends by providing us with an email address. You can register your email
See pages 194 to 196 for details on dividend taxation. address via our registrar at investorcentre.co.uk or contact them via the
telephone number provided on page 191. See vodafone.com/investor
for further information about this service.
Annual General Meeting

Our thirty-third annual general meeting will be held at the Queen
Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London
SW1P 3EE on Friday 28 July 2017 at 11.00 am. The annual general
meeting will be transmitted via a live webcast which can be viewed
on our website at vodafone.com/agm on the day of the meeting.
A recording will be available to view after that date.
ShareGift Warning to shareholders (“boiler room” scams)

We support ShareGift, the charity share donation scheme (registered Over recent years we have become aware of investors who have
charity number 1052686). Through ShareGift, shareholders who received unsolicited calls or correspondence, in some cases
have only a very small number of shares, which might be considered purporting to have been issued by us, concerning investment matters.
uneconomic to sell, are able to donate them to charity. Donated shares These callers typically make claims of highly profitable opportunities
Overview
are aggregated and sold by ShareGift, the proceeds being passed in UK or US investments which turn out to be worthless or simply do not
on to a wide range of UK charities. exist. These approaches are usually made by unauthorised companies
and individuals and are commonly known as “boiler room” scams.
See sharegift.org or call +44 (0)20 7930 3737 for further details.
Investors are advised to be wary of any unsolicited advice or offers
to buy shares. If it sounds too good to be true, it often is.
Landmark Asset Search
We participate in an online service which provides a search See the FCA website at fca.org.uk/scamsmart for more detailed
facility for solicitors and probate professionals to quickly and information about this or similar activities.
easily trace UK shareholdings relating to deceased estates.
Visit www.landmarkfas.co.uk or call +44 (0)844 844 9967 for
further information.
Strategy
Registrar and transfer office
The Registrar ADS transfer agent
Computershare Investor Services PLC AST
The Pavilions Operations Center
Bridgwater Road, Bristol BS99 6ZZ, England 6201 15th Avenue
Telephone: +44 (0)370 702 0198 Brooklyn
investorcentre.co.uk/contactus NY 11219
United States of America
Holders of ordinary shares resident in Ireland
Performance
Computershare Investor Services (Ireland) Ltd Telephone: +1 800 233 5601 (toll free) or, for calls outside the United
PO Box 9742 States, +1 201 806 4103
Dublin 18, Ireland Email: db@astfinancial.com
Telephone: +353 (0)818 300 999
investorcentre.co.uk/contactus
Share price history London Stock Exchange

Pounds per ordinary share
NASDAQ
Dollars per ADS
The closing share price at 31 March 2017 was 208.10 pence Month High Low High Low
(31 March 2016: 221.20 pence). The closing share price on 15 May 2017 November 2016 2.22 1.94 27.49 24.44
Governance
was 211.05 pence. December 2016 2.02 1.91 25.45 24.30
The following tables set out, for the periods indicated, (i) the reported January 2017 2.15 1.93 26.65 24.58
high and low middle market quotations of ordinary shares on the February 2017 2.03 1.92 25.77 24.42
London Stock Exchange, and (ii) the reported high and low sales March 2017 2.12 2.02 26.91 25.04
prices of ADSs on NASDAQ. April 2017 2.07 1.99 26.48 25.59
London Stock Exchange NASDAQ May 20171 2.11 1.99 27.58 26.21
Pounds per ordinary share Dollars per ADS
Year ended 31 March High Low High Low Note:
2013 1.92 1.54 30.07 24.42 1 Covering period up to 15 May 2017.
2014 2.52 1.80 41.57 27.74

2015 2.40 1.85 38.26 29.67 Foreign currency translation
Financials
2016 2.55 2.00 39.21 29.19 The following table sets out the euro exchange rates of the other
2017 2.40 1.91 34.69 24.30 principal currencies of the Group, being: “Sterling”, “£” or “pence”,
the currency of the United Kingdom, and “US dollars”, “US$”, “cents”
Quarter High Low High Low or “¢”, the currency of the United States.
2015/2016 31 March
First quarter 2.55 2.20 39.21 32.71 Currency (=€1) 2017 2016 % Change
Second quarter 2.46 2.04 38.25 30.90 Average:
Third quarter 2.26 2.04 34.42 31.00 Sterling 0.84 0.73 15.1
Fourth quarter 2.25 2.00 32.72 29.19 US dollar 1.10 1.10 0.0
2016/2017 At 31 March:
First quarter 2.33 2.09 34.69 28.31 Sterling 0.85 0.79 7.6
Second quarter 2.40 2.19 31.68 28.99 US dollar 1.07 1.13 (5.3)
Third quarter 2.28 1.91 29.30 24.30
Fourth quarter 2.15 1.92 26.91 24.42
2017/2018
First quarter1 2.11 1.99 27.58 25.59
Shareholder information (continued)

The following table sets out, for the periods and dates indicated, Major shareholders
the period end, average, high and low exchange rates for euro expressed Deutsche Bank as custodian of our ADR programme, held approximately
in US dollars per €1.00. 17.19% of our ordinary shares of 2020/21 US cents each at 15 May 2017
Year ended 31 March 31 March Average High Low
as nominee. The total number of ADRs outstanding at 15 May 2017 was
2013 1.28 1.29 1.37 1.21 457,705,038. At this date 1,449 holders of record of ordinary shares had
2014 1.38 1.34 1.39 1.28 registered addresses in the United States and in total held approximately
2015 1.08 1.27 1.39 1.05 0.008% of the ordinary shares of the Company.
2016 1.13 1.10 1.16 1.06 At 31 March 2017 the following percentage interests in the ordinary
2017 1.07 1.10 1.15 1.04 share capital of the Company, disclosable under the Disclosure
The following table sets out, for the periods indicated, the high and low Guidance and Transparency Rules, (‘DTR’ 5), have been notified
exchange rates for euro expressed in US dollars per €1.00. to the Directors.
Year ended 31 March High Low Shareholder Shareholding
November 2016 1.11 1.06 Black Rock Investment Management Ltd. 3.08%
December 2016 1.08 1.04 Legal & General Investment Management Ltd. 3.44%
January 2017 1.08 1.04
No changes in the interests disclosed under DTR 5 have been notified
February 2017 1.08 1.05
to the Company between 31 March 2017 and 15 May 2017.
March 2017 1.09 1.05
April 2017 1.09 1.06 Other than previously disclosed, between 1 April 2014 and 15 May 2017,
no shareholder held more than 3% of, or 3% of voting rights attributable
On 15 May 2017 (the latest practicable date for inclusion in this report),
to, the ordinary shares of the Company other than Bank of New York
the exchange rates between euros and US dollars and between euros
Mellon as custodian of our ADR programme. During this period,
and sterling were as follows: €1 = US$1.10 and €1 = £0.85.
and as notified, its holding was reduced to below the 3% reporting
threshold as of 27 February 2017, the date that Deutsche Bank became
Markets custodian of our ADR programme.
Ordinary shares of Vodafone Group Plc are traded on the London
Stock Exchange and in the form of ADSs on NASDAQ. The rights attaching to the ordinary shares of the Company held
by these shareholders are identical in all respects to the rights attaching
ADSs, each representing ten ordinary shares, are traded on NASDAQ to all the ordinary shares of the Company. The Directors are not aware
under the symbol “VOD”. The ADSs are evidenced by ADRs issued at 15 May 2017 of any other interest of 3% or more in the ordinary share
by Deutsche Bank, as depositary, under a deposit agreement, capital of the Company. The Company is not directly or indirectly owned
dated 27 February 2017 between the Company, the depositary or controlled by any foreign government or any other legal entity.
and the holders from time to time of ADRs issued thereunder. There are no arrangements known to the Company that could result
Prior to 27 February 2017 the Company’s depositary bank was in a change of control of the Company.
Bank of New York Mellon.
ADS holders are not members of the Company but may instruct Articles of Association and applicable
Deutsche Bank on the exercise of voting rights relative to the English law
number of ordinary shares represented by their ADSs. See “Articles The following description summarises certain provisions
of Association and applicable English laws” and “Rights attaching to the of the Company’s Articles of Association and applicable English
Company’s shares – Voting rights”on page 193. law. This summary is qualified in its entirety by reference to the
Companies Act 2006 of England and Wales and the Company’s Articles
Shareholders as at 31 March 2017 of Association. See “Documents on display” on page 194 for information
Number of % of total on where copies of the Articles of Association can be obtained.
Number of ordinary shares held accounts issued shares The Company is a public limited company under the laws of England
1–1,000 310,731 0.24 and Wales. The Company is registered in England and Wales under the
1,001–5,000 42,748 0.35 name Vodafone Group Public Limited Company with the registration
5,001–50,000 12,263 0.55 number 1833679.
50,001–100,000 456 0.12 All of the Company’s ordinary shares are fully paid. Accordingly,
100,001–500,000 603 0.55 no further contribution of capital may be required by the Company
More than 500,000 1,109 98.19 from the holders of such shares.
367,910 100.00
English law specifies that any alteration to the Articles of Association
Ownership location (as a percentage of shares held) must be approved by a special resolution of the shareholders.
as at 31 March 2017 2016
Articles of Association
UK 38.4 45.3 The Company’s Articles of Association do not specifically restrict the
Europe (excluding UK) 14.2 13.2 objects of the Company.
North America 40.7 34.0
Directors
Rest of World 6.7 7.5
The Directors are empowered under the Articles of Association
to exercise all the powers of the Company subject to any restrictions
in the Articles of Association, the Companies Act (as defined in the
Articles of Association) and any special resolution.
Under the Company’s Articles of Association a Director cannot Voting rights

vote in respect of any proposal in which the Director, or any person At a general meeting of the Company, when voting on substantive
connected with the Director, has a material interest other than resolutions (i.e. any resolution which is not a procedural resolution) each
by virtue of the Director’s interest in the Company’s shares or other shareholder who is entitled to vote and is present in person or by proxy
securities. However, this restriction on voting does not apply in certain has one vote for every share held (a poll vote). Procedural resolutions
Overview
circumstances set out in the Articles of Association. (such as a resolution to adjourn a general meeting or a resolution on the
choice of Chairman of a general meeting) shall be decided on a show
The Directors are empowered to exercise all the powers of the Company
of hands, where each shareholder who is present at the meeting has one
to borrow money, subject to the limitation that the aggregate amount
of all liabilities and obligations of the Group outstanding at any time vote regardless of the number of shares held, unless a poll is demanded.
shall not exceed an amount equal to 1.5 times the aggregate of the Shareholders entitled to vote at general meetings may appoint proxies
Group’s share capital and reserves calculated in the manner prescribed who are entitled to vote, attend and speak at general meetings.
in the Articles of Association unless sanctioned by an ordinary Two shareholders present in person or by proxy constitute a quorum
resolution of the Company’s shareholders. for purposes of a general meeting of the Company.
The Company can make market purchases of its own shares or agree Under English law shareholders of a public company such as the
to do so in the future provided it is duly authorised by its members Company are not permitted to pass resolutions by written consent.
Strategy
in a general meeting and subject to and in accordance with section Record holders of the Company’s ADSs are entitled to attend, speak
701 of the Companies Act 2006. Such authority was given at the 2016 and vote on a poll or a show of hands at any general meeting of the
annual general meeting but no purchases were made during this Company’s shareholders by the depositary’s appointment of them
financial year. as corporate representatives or proxies with respect to the underlying
At each annual general meeting all Directors who were elected ordinary shares represented by their ADSs. Alternatively, holders
or last re-elected at or before the annual general meeting held in the of ADSs are entitled to vote by supplying their voting instructions to the
third calendar year before the current year shall automatically retire. depositary or its nominee who will vote the ordinary shares underlying
However, the Board has decided in the interests of good corporate their ADSs in accordance with their instructions.
governance that all of the Directors wishing to continue in office Holders of the Company’s ADSs are entitled to receive notices
should offer themselves for re‑election annually. of shareholders’ meetings under the terms of the deposit agreement
Performance
Directors are not required under the Company’s Articles relating to the ADSs.
of Association to hold any shares of the Company as a qualification Employees are able to vote any shares held under the Vodafone Group
to act as a Director, although the Executive Directors are required Share Incentive Plan and “My ShareBank” (a vested nominee share
to under the Company’s remuneration policy. Further details are account) through the respective plan’s trustees.
set out on pages 67 to 85.
Holders of the Company’s 7% cumulative fixed rate shares are only
Rights attaching to the Company’s shares entitled to vote on any resolution to vary or abrogate the rights attached
to the fixed rate shares. Holders have one vote for every fully paid 7%
At 31 March 2017 the issued share capital of the Company was cumulative fixed rate share.
comprised of 50,000 7% cumulative fixed rate shares of £1.00 each
and 26,622,078,509 ordinary shares (excluding treasury shares) Liquidation rights
of 2020⁄21 US cents each. As at 31 March 2017, 2,192,064,339 ordinary In the event of the liquidation of the Company, after payment
Governance
shares were held in Treasury. of all liabilities and deductions in accordance with English law,
the holders of the Company’s 7% cumulative fixed rate shares would
Dividend rights
be entitled to a sum equal to the capital paid up on such shares,
Holders of 7% cumulative fixed rate shares are entitled to be paid
together with certain dividend payments, in priority to holders of the
in respect of each financial year, or other accounting period of the
Company’s ordinary shares. The holders of the fixed rate shares do not
Company, a fixed cumulative preferential dividend of 7% per annum
have any other right to share in the Company’s surplus assets.
on the nominal value of the fixed rate shares. A fixed cumulative
preferential dividend may only be paid out of available distributable Pre-emptive rights and new issues of shares
profits which the Directors have resolved should be distributed. Under section 549 of the Companies Act 2006 Directors are, with
certain exceptions, unable to allot the Company’s ordinary shares
The fixed rate shares do not have any other right to share in the
or securities convertible into the Company’s ordinary shares without
Company’s profits.
Financials
the authority of the shareholders in a general meeting. In addition,

Holders of the Company’s ordinary shares may, by ordinary resolution, section 561 of the Companies Act 2006 imposes further restrictions
declare dividends but may not declare dividends in excess of the on the issue of equity securities (as defined in the Companies Act 2006
amount recommended by the Directors. The Board of Directors may which include the Company’s ordinary shares and securities convertible
also pay interim dividends. No dividend may be paid other than out into ordinary shares) which are, or are to be, paid up wholly in cash
of profits available for distribution. Dividends on ordinary shares can and not first offered to existing shareholders. The Company’s Articles
be paid to shareholders in whatever currency the Directors decide, of Association allow shareholders to authorise Directors for a period
using an appropriate exchange rate for any currency conversions specified in the relevant resolution to allot (i) relevant securities
which are required. generally up to an amount fixed by the shareholders; and (ii) equity
securities for cash other than in connection with a pre-emptive
If a dividend has not been claimed for one year after the date of the
resolution passed at a general meeting declaring that dividend or the offer up to an amount specified by the shareholders and free of the
resolution of the Directors providing for payment of that dividend, pre‑emption restriction in section 561. At the 2016 annual general
the Directors may invest the dividend or use it in some other way for meeting the amount of relevant securities fixed by shareholders under
the benefit of the Company until the dividend is claimed. If the dividend (i) above and the amount of equity securities specified by shareholders
remains unclaimed for 12 years after the relevant resolution either under (ii) above were both in line with corporate governance guidelines.
declaring that dividend or providing for payment of that dividend, Further details of such proposals are provided in the 2017 notice
it will be forfeited and belong to the Company. of annual general meeting.

Disclosure of interests in the Company’s shares Documents on display

There are no provisions in the Articles of Association whereby The Company is subject to the information requirements of the
persons acquiring, holding or disposing of a certain percentage of the Exchange Act applicable to foreign private issuers. In accordance
Company’s shares are required to make disclosure of their ownership with these requirements the Company files its Annual Report
percentage although such requirements exist under rules derived from on Form 20-F and other related documents with the SEC. These
the UK Disclosure and Transparency Rules. documents may be inspected at the SEC’s public reference rooms
located at 100 F Street, NE Washington, DC 20549. Information on the
General meetings and notices
operation of the public reference room can be obtained in the United
Subject to the Articles of Association, annual general meetings are held
States by calling the SEC on +1-800-SEC-0330. In addition, some
at such times and place as determined by the Directors of the Company.
of the Company’s SEC filings, including all those filed on or after
The Directors may also, when they think fit, convene other general
4 November 2002, are available on the SEC’s website at sec.gov.
meetings of the Company. General meetings may also be convened
Shareholders can also obtain copies of the Company’s Articles
on requisition as provided by the Companies Act 2006.
of Association from our website at vodafone.com/governance
An annual general meeting needs to be called on not less than 21 days’ or from the Company’s registered office.
notice in writing. Subject to obtaining shareholder approval on an annual
basis, the Company may call other general meetings on 14 days’ notice. Material contracts
The Directors may determine that persons entitled to receive notices At the date of this Annual Report the Group is not party to any contracts
of meetings are those persons entered on the register at the close that are considered material to the Group’s results or operations
of business on a day determined by the Directors but not later than except for:
21 days before the date the relevant notice is sent. The notice may
also specify the record date, the time of which shall be determined –– its US$4.1 billion and €4.0 billion revolving credit facilities which
in accordance with the Articles of Association and the Companies are discussed in note 22 “Liquidity and capital resources” to the
Act 2006. consolidated financial statements;
Under section 336 of the Companies Act 2006 the annual general –– its subscription agreements for the €2.9 billion of subordinated
meeting of shareholders must be held each calendar year and within mandatory convertible bonds placed on 25 February 2016
six months of the Company’s year end. as discussed in note 22 “Liquidity and capital resources” to the
consolidated financial statements;
Variation of rights
If at any time the Company’s share capital is divided into different classes –– the Contribution and Transfer Agreement in respect of the Dutch joint
of shares, the rights attached to any class may be varied, subject to the venture with Liberty Global as detailed in note 29 “Commitments”
provisions of the Companies Act 2006, either with the consent in writing to the consolidated financial statements; and
of the holders of three quarters in nominal value of the shares of that –– the Implementation Agreement dated 20 March 2017 between
class or at a separate meeting of the holders of the shares of that class. Vodafone India Limited and Idea Cellular Limited and such other
At every such separate meeting all of the provisions of the Articles parties as listed in the agreement.
of Association relating to proceedings at a general meeting apply,
except that (i) the quorum is to be the number of persons (which
Exchange controls
must be at least two) who hold or represent by proxy not less than
one third in nominal value of the issued shares of the class or, if such There are no UK Government laws, decrees or regulations that restrict
quorum is not present on an adjourned meeting, one person who holds or affect the export or import of capital, including but not limited to,
shares of the class regardless of the number of shares he holds; (ii) any foreign exchange controls on remittance of dividends on the ordinary
person present in person or by proxy may demand a poll; and (iii) each shares or on the conduct of the Group’s operations.
shareholder will have one vote per share held in that particular class
in the event a poll is taken. Class rights are deemed not to have been Taxation
varied by the creation or issue of new shares ranking equally with As this is a complex area investors should consult their own tax
or subsequent to that class of shares in sharing in profits or assets advisor regarding the US federal, state and local, the UK and other
of the Company or by a redemption or repurchase of the shares tax consequences of owning and disposing of shares and American
by the Company. Depositary Shares (‘ADSs’) in their particular circumstances.
This section describes, primarily for a US holder (as defined below),
Limitations on transfer, voting and shareholding in general terms, the principal US federal income tax and UK tax
As far as the Company is aware there are no limitations imposed on the consequences of owning or disposing of shares or ADSs in the Company
transfer, holding or voting of the Company’s ordinary shares other than held as capital assets (for US and UK tax purposes). This section does
those limitations that would generally apply to all of the shareholders, not, however, cover the tax consequences for members of certain
those that apply by law (e.g. due to insider dealing rules) or those that classes of holders subject to special rules including, for example,
apply as a result of failure to comply with a notice under section 793 US expatriates and former long-term residents of the United States;
of the Companies Act 2006. No shareholder has any securities carrying officers and employees of the Company; holders that, directly, indirectly
special rights with regard to control of the Company. The Company or by attribution, hold 5% or more of the Company’s voting stock;
is not aware of any agreements between holders of securities that financial institutions; insurance companies; individual retirement
may result in restrictions on the transfer of securities.   accounts and other tax-deferred accounts; tax-exempt organisations;
dealers in securities or currencies; investors that will hold shares or ADSs
as part of straddles, hedging transactions or conversion transactions
for US federal income tax purposes; investors holding shares or ADSs
in connection with a trade or business conducted outside of the US;
or investors whose functional currency is not the US dollar.
A US holder is a beneficial owner of shares or ADSs that is for US federal Taxation of dividends
income tax purposes: UK taxation
–– an individual citizen or resident of the United States; Under current UK law, no amount will be required to be withheld
on account of UK tax from the dividends that we pay. Shareholders who
–– a US domestic corporation; are within the charge to UK corporation tax will be subject to corporation
Overview
–– an estate, the income of which is subject to US federal income tax tax on the dividends we pay unless the dividends fall within an exempt
regardless of its source; or class and certain other conditions are met. It is expected that the
dividends we pay would generally be exempt.
–– a trust, if a US court can exercise primary supervision over the
trust’s administration and one or more US persons are authorised Individual shareholders in the Company who are residents in the UK will
to control all substantial decisions of the trust, or the trust has validly be subject to the income tax on the dividends we pay. Dividends will
elected to be treated as a domestic trust for US federal income be taxable in the UK at the dividend rates applicable where the income
tax purposes. received is above the tax-free dividend allowance (currently £5,000 per
tax year).
If an entity or arrangement treated as a partnership for US federal US federal income taxation
income tax purposes holds the shares or ADSs, the US federal income Subject to the passive foreign investment company (‘PFIC’) rules
Strategy
tax treatment of a partner will generally depend on the status of the described below, a US holder is subject to US federal income taxation
partner and the tax treatment of the partnership. Holders that are on the gross amount of any dividend we pay out of our current
entities or arrangements treated as partnerships for US federal income or accumulated earnings and profits (as determined for US federal
tax purposes should consult their tax advisors concerning the US federal income tax purposes). However, the Company does not maintain
income tax consequences to them and their partners of the ownership calculations of its earnings and profits in accordance with US federal
and disposition of shares or ADSs by the partnership. income tax accounting principles. US holders should therefore assume
This section is based on the US Internal Revenue Code of 1986, that any distribution by the Company with respect to shares will
as amended, its legislative history, existing and proposed regulations be reported as ordinary dividend income. Dividends paid to a non-
thereunder, published rulings and court decisions, and on the tax corporate US holder will be taxable to the holder at the reduced rate
laws of the UK, the Double Taxation Convention between the United normally applicable to long‑term capital gains provided that certain
Performance
States and the UK (the ‘treaty’) and current HM Revenue and Customs requirements are met.
published practice, all as currently in effect. These laws are subject Dividends must be included in income when the US holder,
to change, possibly on a retroactive basis. in the case of shares, or the depositary, in the case of ADSs, actually
This section is further based in part upon the representations of the or constructively receives the dividend and will not be eligible for the
depositary and assumes that each obligation in the deposit agreement dividends-received deduction generally allowed to US corporations
and any related agreement will be performed in accordance with in respect of dividends received from other US corporations.
its terms. The amount of the dividend distribution to be included in income
For the purposes of the treaty and the US–UK double taxation will be the US dollar value of the pound sterling payments made
convention relating to estate and gift taxes (the ‘Estate Tax Convention’), determined at the spot pound sterling/US dollar rate on the date the
and for US federal income tax and UK tax purposes, this section dividends are received by the US holder, in the case of shares, or the
Governance
is based on the assumption that a holder of American Depositary depositary, in the case of ADSs, regardless of whether the payment
Receipts (‘ADRs’) evidencing ADSs will generally be treated as the is in fact converted into US dollars at that time. If dividends received
owner of the shares in the Company represented by those ADRs. in pounds sterling are converted into US dollars on the day they are
Investors should note that a ruling by the first-tier tax tribunal in the received, the US holder generally will not be required to recognise any
UK has cast doubt on this view, but HMRC have stated that they will foreign currency gain or loss in respect of the dividend income.
continue to apply their long-standing practice of regarding the holder Where UK tax is payable on any dividends received, a foreign tax credit
of such ADRs as holding the beneficial interest in the underlying shares. may be claimable under the treaty.
Similarly, the US Treasury has expressed concern that US holders
of depositary receipts (such as holders of ADRs representing our ADSs)
may be claiming foreign tax credits in situations where an intermediary
in the chain of ownership between such holders and the issuer of the
Financials
security underlying the depositary receipts, or a party to whom

depositary receipts or deposited shares are delivered by the depositary
prior to the receipt by the depositary of the corresponding securities,
has taken actions inconsistent with the ownership of the underlying
security by the person claiming the credit, such as a disposition of such
security. Such actions may also be inconsistent with the claiming of the
reduced tax rates that may be applicable to certain dividends received
by certain non-corporate holders, as described below. Accordingly, (i)
the creditability of any UK taxes and (ii) the availability of the reduced tax
rates for any dividends received by certain non-corporate US Holders,

each as described below, could be affected by actions taken by such
parties or intermediaries. Generally exchanges of shares for ADRs and
ADRs for shares will not be subject to US federal income tax or to UK tax
other than stamp duty or stamp duty reserve tax (see the section
on these taxes on page 196).

Taxation of capital gains Following rulings of the European Court of Justice and the first-tier tax
UK taxation tribunal in the UK, HMRC have confirmed that the 1.5% SDRT charge
A US holder that is not resident in the UK will generally not be liable for will not be levied on an issue of shares to a depositary receipts system
UK tax in respect of any capital gain realised on a disposal of our shares on the basis that such a charge is contrary to EU law.
or ADSs. No stamp duty should in practice be required to be paid on any transfer
However, a US holder may be liable for both UK and US tax in respect of our ADSs provided that the ADSs and any separate instrument
of a gain on the disposal of our shares or ADSs if the US holder: of transfer are executed and retained at all times outside the UK.
A transfer of our shares in registered form will attract ad valorem stamp
–– is a citizen of the United States and is resident in the UK; duty generally at the rate of 0.5% of the purchase price of the shares.
–– is an individual who realises such a gain during a period of “temporary There is no charge to ad valorem stamp duty on gifts.
non-residence” (broadly, where the individual becomes resident SDRT is generally payable on an unconditional agreement to transfer
in the UK, having ceased to be so resident for a period of five years our shares in registered form at 0.5% of the amount or value of the
or less, and was resident in the UK for at least four out of the seven tax consideration for the transfer, but if, within six years of the date of the
years immediately preceding the year of departure from the UK); agreement, an instrument transferring the shares is executed, any SDRT
–– is a US domestic corporation resident in the UK by reason of being which has been paid would be repayable or, if the SDRT has not
centrally managed and controlled in the UK; or been paid, the liability to pay the tax (but not necessarily interest and
penalties) would be cancelled. However, an agreement to transfer our
–– is a citizen or a resident of the United States, or a US domestic ADSs will not give rise to SDRT.
corporation, that has used, held or acquired the shares or ADSs
in connection with a branch, agency or permanent establishment PFIC rules
in the UK through which it carries on a trade, profession or vocation We do not believe that our shares or ADSs will be treated as stock
in the UK. of a PFIC for US federal income tax purposes for our current taxable year
or the foreseeable future. This conclusion is a factual determination
In such circumstances, relief from double taxation may be available that is made annually and thus is subject to change. If we are treated
under the treaty. Holders who may fall within one of the above as a PFIC, US holders of shares would be required (i) to pay a special
categories should consult their professional advisers. US addition to tax on certain distributions and (ii) any gain realised
on the sale or other disposition of the shares or ADSs would in general
US federal income taxation not be treated as a capital gain unless a US holder elects to be taxed
Subject to the PFIC rules described below, a US holder that sells annually on a mark-to-market basis with respect to the shares or ADSs.
or otherwise disposes of our shares or ADSs generally will recognise
a capital gain or loss for US federal income tax purposes equal to the Otherwise a US holder would be treated as if he or she has realised
difference between the US dollar value of the amount realised and such gain and certain “excess distributions” rateably over the holding
the holder’s adjusted tax basis, determined in US dollars, in the shares period for the shares or ADSs and would be taxed at the highest tax
or ADSs. This capital gain or loss will be a long-term capital gain or loss rate in effect for each such year to which the gain was allocated.
if the US holder’s holding period in the shares or ADSs exceeds one year. An interest charge in respect of the tax attributable to each such
preceding year beginning with the first such year in which our shares
The gain or loss will generally be income or loss from sources within the or ADSs were treated as stock in a PFIC would also apply. In addition,
US for foreign tax credit limitation purposes. The deductibility of losses dividends received from us would not be eligible for the reduced rate
is subject to limitations. of tax described above under “Taxation of Dividends – US federal
Additional tax considerations income taxation”.
UK inheritance tax Back-up withholding and information reporting
An individual who is domiciled in the United States (for the purposes Payments of dividends and other proceeds to a US holder with respect
of the Estate Tax Convention) and is not a UK national will not to shares or ADSs, by a US paying agent or other US intermediary will
be subject to UK inheritance tax in respect of our shares or ADSs on the be reported to the Internal Revenue Service (‘IRS’) and to the US holder
individual’s death or on a transfer of the shares or ADSs during the as may be required under applicable regulations. Back-up withholding
individual’s lifetime, provided that any applicable US federal gift or estate may apply to these payments if the US holder fails to provide
tax is paid, unless the shares or ADSs are part of the business property an accurate taxpayer identification number or certification of exempt
of a UK permanent establishment or pertain to a UK fixed base used for status or fails to comply with applicable certification requirements.
the performance of independent personal services. Where the shares
Certain US holders are not subject to back-up withholding. US holders
or ADSs have been placed in trust by a settlor they may be subject
should consult their tax advisors about these rules and any other
to UK inheritance tax unless, when the trust was created, the settlor was
reporting obligations that may apply to the ownership or disposition
domiciled in the United States and was not a UK national. Where the
of shares or ADSs, including requirements related to the holding
shares or ADSs are subject to both UK inheritance tax and to US federal
of certain foreign financial assets.
gift or estate tax, the estate tax convention generally provides a credit
against US federal tax liabilities for UK inheritance tax paid.
UK stamp duty and stamp duty reserve tax
Stamp duty will, subject to certain exceptions, be payable on any
instrument transferring our shares to the custodian of the depositary
at the rate of 1.5% on the amount or value of the consideration if on sale
or on the value of such shares if not on sale. Stamp duty reserve tax
(‘SDRT’), at the rate of 1.5% of the amount or value of the consideration
or the value of the shares, could also be payable in these circumstances
but no SDRT will be payable if stamp duty equal to such SDRT liability
is paid.
History and development

The Company was incorporated under English law in 1984 as Racal –– On 9 November 2011 we sold our entire 24.4% interest in Polkomtel
Strategic Radio Limited (registered number 1833679). After various in Poland for cash consideration of approximately €920 million before
name changes, 20% of Racal Telecom Plc share capital was offered tax and transaction costs.
to the public in October 1988. The Company was fully demerged
from Racal Electronics Plc and became an independent company –– On 27 July 2012 we acquired the entire share capital of Cable &
Overview
in September 1991, at which time it changed its name to Vodafone Wireless Worldwide plc for a cash consideration of £1,050 million
Group Plc. (€1,340 million).
Since then we have entered into various transactions which significantly –– On 31 October 2012 we acquired TelstraClear Limited in New
impacted on the development of the Group. The most significant Zealand for a cash consideration of NZ$840 million (€660 million).
of these transactions are summarised below: –– On 13 September 2013 we acquired a 76.57% interest in Kabel
–– The merger with AirTouch Communications, Inc. which completed Deutschland Holding AG in Germany for cash consideration
on 30 June 1999. The Company changed its name to Vodafone of €5.8 billion.
AirTouch Plc in June 1999 but then reverted to its former name, –– The completion on 21 February 2014 of the agreement, announced
Vodafone Group Plc, on 28 July 2000. on 2 September 2013, to dispose of our US Group whose principal
–– The completion on 10 July 2000 of the agreement with Bell Atlantic asset was its 45% interest in Verizon Wireless (‘VZW’) to Verizon
Strategy
and GTE to combine their US cellular operations to create the largest Communications Inc. (‘Verizon’), Vodafone’s joint venture
mobile operator in the United States, Verizon Wireless, resulting in the partner, for a total consideration of US$130 billion (€95 billion)
Group having a 45% interest in the combined entity. including the remaining 23.1% minority interest in Vodafone Italy.
Following completion, Vodafone shareholders received Verizon
–– The acquisition of Mannesmann AG which completed on 12 April shares and cash totalling US$85 billion (€37 billion).
2000. Through this transaction we acquired businesses in Germany
and Italy and increased our indirect holding in Société Française –– In March 2014 we acquired the indirect equity interests in VIL held
u Radiotéléphone S.A. (‘SFR’). by Analjit Singh and Neelu Analjit Singh, taking our stake to 89.03%
and then in April 2014 we acquired the remaining 10.97% of VIL from
–– Through a series of business transactions between 1999 and 2004 Piramal Enterprises Limited for cash consideration of INR89.0 billion
we acquired a 97.7% stake in Vodafone Japan. This was then disposed (€1.0 billion), taking our ownership interest to 100%.
Performance
of on 27 April 2006.
–– On 23 July 2014 we acquired the entire share capital of Grupo
–– On 8 May 2007 we acquired companies with controlling interests Corporativo Ono, S.A. (‘Ono’) in Spain for total consideration, including
in Vodafone India Limited (‘VIL’), formerly Vodafone Essar Limited, associated net debt acquired, of €7.2 billion.
for US$10.9 billion (€7.7 billion).
–– On 31 December 2016 we completed the transaction with Liberty
–– On 20 April 2009 we acquired an additional 15.0% stake in Vodacom Global plc to combine our Dutch operations in a 50:50 joint venture
for cash consideration of ZAR20.6 billion (€1.8 billion). On 18 May called VodafoneZiggo Group Holding B.V. (‘VodafoneZiggo’). See note
2009 Vodacom became a subsidiary. 28 “Acquisitions and disposal” for further details.
–– On 10 September 2010 we sold our entire 3.2% interest in China –– On 20 March 2017 we announced the agreement to combine
Mobile Limited for cash consideration of £4.3 billion (€5.2 billion). Vodafone India (excluding its 42% stake in Indus Towers), with Idea
Governance
–– On 16 June 2011 we sold our entire 44% interest in SFR to Vivendi Cellular, which is listed on the Indian Stock Exchanges, with the
for a cash consideration of €7.75 billion and received a final dividend combined company to be jointly controlled by Vodafone and the
from SFR of €200 million. Aditya Birla Group. See note 29 “Commitments” for further details.
–– Through a series of business transactions on 1 June and 1 July 2011, Details of significant transactions that occurred after 31 March 2017 and
we acquired an additional 22% stake in VIL from the Essar Group before the signing of this Annual Report on 16 May 2017 are included
for a cash consideration of US$4.2 billion (€2.9 billion) including in note 32 “Subsequent events”.
withholding tax.
–– Through a series of business transactions in 2011 and 2012, Vodafone
assigned its rights to purchase approximately 11% of VIL from the
Essar Group to Piramal Healthcare Limited (‘Piramal’). On 18 August
Financials
2011 Piramal purchased 5.5% of VIL from the Essar Group for a cash
consideration of INR28.6 billion (€410 million). On 8 February 2012,
they purchased a further 5.5% of VIL from the Essar Group for a cash
consideration of approximately INR30.1 billion (€460 million) taking
Piramal’s total shareholding in VIL to approximately 11%.
Regulation
Our operating companies are generally subject to regulation governing Europe region
the operation of their business activities. Such regulation typically Germany
takes the form of industry specific law and regulation covering In September 2016 BNetzA’s vectoring proposals entered into
telecommunications services and general competition (antitrust) force and after taking the Commission’s comments into account,
law applicable to all activities. the layer 2 bitstream product entered into force in December 2016.
The following section describes the regulatory frameworks and the In addition to the layer 2 bitstream product, BNetzA has proposed
key regulatory developments at national and supranational level and to mandate a virtual unbundled local access (‘VULA’) product
in selected countries in which we have significant interests during the at street cabinets that will be under the obligations of a reference
year ended 31 March 2017. Many of the regulatory developments offer. Deutsch Telekom’s vectoring deployment is expected
reported in the following section involve ongoing proceedings to commence in September 2017, once the existing unbundled
or consideration of potential proceedings that have not reached local loop (‘ULL’) reference offer updates have been finalised.
a conclusion. Accordingly, we are unable to attach a specific level Vodafone Germany’s very‑high-rate digital subscriber line (‘VDSL’)
of financial risk to our performance from such matters. customers are due to be migrated on to the substitute products
from mid-2018.
European Union (‘EU’) Italy
In January 2017 the Telecoms Single Market package was finalised Vodafone Italy has no new material items to report in the year ending
when agreement was reached on the revised maximum wholesale 31 March 2017.
rates for regulated roaming in the EU. The new rates will see the price
For information on litigation in Italy, see note 30 “Contingent liabilities
of wholesale roaming fall on 15 June 2017 from 5 to 3.2 eurocents
and legal proceedings” to the consolidated financial statements.
per minute for voice, from 2 to 1 eurocents for SMS and from 5 to 0.77
eurocents per megabyte for data. In addition a glide path has been United Kingdom
established reducing roaming data services to 0.25 eurocents per In July 2016 Hutchison 3G submitted an appeal to the EU’s General
megabyte by 1 Jan 2022. In December 2016 the European Commission Court against the Commission’s competition authority (‘DGCOMP’)
(‘the Commission’) published the implementing act in relation to the decision in May 2016 to prohibit the proposed Hutchison 3G acquisition
Fair Use Policy and the Sustainability Mechanism. As a result, from of Telefónica UK (‘O2’).
15 June 2017 all operators will be required to implement “Roam Like
In March 2017 BT agreed to Ofcom’s proposal for the legal separation
at Home”. Under this approach, all roaming customers will be able to use
of Openreach.
their home tariff whilst roaming. Operators will be able to apply fair use
limits in line with the rules set out by the Commission. In exceptional In May 2017 the Court of Appeal upheld the Competition Tribunal’s
circumstances operators will be able to apply for an exemption from decisions against BT’s appeals on three matters relating to the charges
implementing “Roam Like at Home” if it is demonstrably unsustainable for Ethernet services between 2004 and 2011. The decisions are subject
from a financial perspective. to any further appeals.
In September 2016 the Commission published a set of initiatives and Spain
legislative proposals on connectivity. These include the European The fines applied to Telefónica, Orange and Vodafone Spain
Electronic Communications Code (‘Communications Code’) in December 2012 for abuse of dominant position by imposing
and strategic communications documents, which sets EU-wide excessive pricing of wholesale SMS/MMS services on mobile virtual
common rules and objectives for the regulation of providers of networks network operators (‘MVNO’), remain suspended until the judicial review
and communications services, common broadband targets for 2025, is concluded. The National Audience decision is awaited.
a 5G action plan (that foresees a common EU calendar for identification
In June 2016 following on from the National Markets and Competition
and allocation of spectrum and a coordinated 5G commercial launch
Commission’s (‘CNMC’) draft decision on the regulatory ex ante price
in 2020) and a support scheme for public authorities who want
squeeze test run on Telefónica’s retail offers, it is proposed that there will
to offer free Wi-Fi access to their citizens. The Communications Code
be a maximum permissible discount for promotions on fixed broadband
covers the following five areas: access regulation, spectrum, rules
and TV content bundles incorporating national football content, in order
for communications services, universal service, and the institutional
to allow replicability for competitors.
set-up and governance. There is a clear focus on incentivising the
investment required to meet the proposed broadband targets and In September 2016 CNMC approved Masmovil’s proposed acquisition
ensure sustainable competition, the further harmonisation of spectrum of Yoigo.
regulation and the creation of a fair and level playing field for
In January 2017 following a public consultation and subsequent
competing services.
notification to the Commission, CNMC’s decision requiring Telefónica
The Commission has also published a number of proposals and reports to offer VULA products where there is insufficient network-based
on the online sale of goods and audiovisual services which are likely competition entered into force.
to impact e-commerce and the distribution of content across the
In January 2017 following a public consultation and subsequent
European Single Market in a variety of areas. These include proposals
notification to the Commission, CNMC’s decision to maintain the access
on copyright, tangible goods and a new portability regulation, which
component cost but reduce the traffic component cost of the CNMC-
will allow consumers access to online TV and Video on Demand (‘VoD’)
approved wholesale broadband service (‘NEBA’) prices, for both NEBA
subscriptions while travelling across Europe.
Copper and fibre-to-the-home (‘FTTH’) by 40%, entered into force.
In September 2016 the Commission issued new proposals on the
In April 2017 following notification to the Commission on Market 15
Satellite and Cable Directive, together with a Preliminary Report on the
deregulation, the CNMC adopted the Resolution eliminating the ex-ante
E-commerce Sector Inquiry which is also likely to lead to change
obligations imposed to Telefónica and Vodafone in providing wholesale
in a variety of areas in and beyond competition that impact e-commerce
tariffs to MVNOs.
across the European Single Market.
Netherlands Romania
In September 2016 the European Court of Justice (‘ECJ’) issued its Vodafone Romania has no new material items to report in the year
ruling on the legal status of the recommendation to use pure bottom ending 31 March 2017.
up long run incremental cost (‘BULRIC’). The ECJ confirmed that
Greece
a national court is allowed to deviate from the European MTR/FTR
In August 2016 the Ministry of Infrastructure, Transport and Networks
Overview
recommendation prescribing pure BULRIC as a cost methodology.
(‘MITN’) announced its decision in relation to Vodafone Greece’s expired
Based on the ECJ ruling, the Court of Appeal is expected to issue its final
spectrum licence. The 2x15MHz at 1800Mhz licence was extended
ruling on the national regulatory and competition authority’s (‘ACM’)
by 18 months to February 2018 at a cost of €5.8 million.
proposed 2013-2016 MTR-FTR rates by September 2017. ACM’s final
decision on the proposed MTR-FTR rates for the period 2017-2020 In December 2016 following notification to the Commission,
is expected to be published in June 2017, with rates due to enter into the national regulatory authority (‘EETT’) announced that the detailed
force on 1 July 2017. specification requirements for the regulation of vectoring and other
next generation access (‘NGA’) technologies will be determined
In April 2017 the Court of Rotterdam ruled that the European
by a public consultation that commenced in March 2017 and
rules on net neutrality prevail over the amendment to the
is expected to be concluded in May 2017. Areas will be allocated
Telecommunications Act that was passed by the Senate in 2016 that
by auction, on a 28-month exclusive basis, to deploy VDSL vectoring
imposed an absolute ban on zero-rating. The ruling confirms that the
Strategy
or any alternative 100MBps or above, access network. The successful
European rules allow operators to offer zero rated services. ACM have
bidder will sell VULA services to other operators in that auction
a right to appeal the decision in the Court of Appeals in The Hague.
area. There is an asymmetrical coverage obligation of 80% applied
In December 2016 following the Dutch Supreme Court’s February to Hellenic Telecommunications Organization (‘OTE’) in each local
2016 ruling that bundled “all-in” mobile subscription agreements exchange, whereas all others operators have a 50% minimum coverage
(i.e. device along with mobile services) are considered consumer requirement. At the end of the exclusive period, any other operator
credit agreements, Vodafone Netherlands was granted a consumer can request access to any street cabinets that have not been VDSL
credit licence by the Dutch Financial supervisory body (‘AFM’) vectoring enabled.
containing a phased compliance path.
Czech Republic
In December 2016 the Commission and ACM cleared Vodafone In June 2016 the auction of the 1800MHz and 2.6GHz spectrum
Performance
Netherlands and Liberty Global’s proposed joint venture, following the previously unsold in 2013 was concluded. Vodafone Czech Republic
divestment of Vodafone’s fixed consumer business in the Netherlands, acquired an additional spectrum licence of 2x5MHz at 1800MHz,
Vodafone Thuis. ACM has indicated that as a result of the joint venture at a cost of €16.4 million, expiring in June 2029. The national regulatory
it will start a new analysis of the ULL market in 2017. This process authority (‘CTU’) has deferred the proposed auction for the 3.7GHz
is expected to take one to two years. spectrum to 2017.
Ireland In October 2016 DG COMP opened an investigation into a network
In November 2016 the national regulatory authority (‘ComReg’) sharing agreement between O2 CZ/CETIN and T-Mobile
commenced its review of the wholesale access markets 3a and 3b. CZ. The Commission will examine whether the cooperation
ComReg has proposed a move to cost oriented price control restricts competition and thereby harms innovation in breach
on Wholesale Local Access and (‘WLA’) and Wholesale Central Access of EU antitrust rules.
(WCA) markets with the exception of FTTH wholesale products.
Governance
In May 2017 CTU confirmed their intention to extend Vodafone
The initial consultation closed in January 2017 and responses
Czech Republic’s existing 900MHz and 1800MHZ spectrum licences
to the subsequent pricing consultation are required by 2 June 2017.
to June 2029.
Portugal
Hungary
In May 2016 Vodafone Portugal continued its challenge to payment
In June 2016 Vodafone Hungary acquired a spectrum licence
notices totalling €9.8 million issued by the national regulatory authority
of 2x30MHz at 3.5GHz, at a cost of €2.1 million, expiring in June 2034.
(‘ANACOM’) regarding the extraordinary compensation of Universal
Service Net Costs for 2012–2013. In August 2016 the national regulatory authority (‘NMHH’) commenced
an investigation into a proposed agreement between Magyar Telekom
In September 2016 ANACOM approved the final decision
and Telenor to share spectrum in the 900MHz band. This deal can
on market 4 that identified the wholesale markets where Portugal
be regarded as a second step in network collaboration after their
Telecom’s Serviços de Comunicações e Multimédia (‘MEO’)
Financials
800MHz network and spectrum sharing deal, that is still subject

has significant market power and requires ex-ante regulation
to an ongoing competition law investigation.
in accordance with the principles of competition law. Wholesale markets
for high-quality access in competitive areas will no longer require Albania
ex-ante regulation and the existing obligations will be withdrawn after In June 2016 Vodafone Albania renewed its 2x8MHz at 900MHz and
a transition period of 12 months. 2x9MHz at 1800MHz spectrum licences at a cost of €10.9 million,
expiring in June 2031.
In March 2017 ANACOM rejected the Commission’s recommendation
to open up MEO’s fibre network to competitors by providing regulated Malta
access in non-competitive areas. The Commission is yet to comment, Vodafone Malta has no new material items to report in the year ending
however it had previously indicated that it could resort to legal measures 31 March 2017.
if the recommendation was not adopted.
Regulation (continued)
Africa, Middle East and Asia-Pacific region Vodacom: South Africa

In April 2017 the national competition authority (‘CompCom’)
India announced that it would not refer Cell C’s allegation against Vodacom
Vodafone India’s challenge in the Telecom Tribunal (‘TDSAT’) against the and MTN of market dominance abuse. However, CompCom will engage
financial demands by the Department of Telecommunications (‘DoT’) the national regulatory authority (‘ICASA’) to explore the need for any
for approving the transfer of Vodafone India telecom licences that were regulatory interventions to ensure the market is competitive.
held under seven subsidiary companies to create two telecom licensed
companies – Vodafone India Limited and its subsidiary Vodafone In October 2016 the Ministry of Telecommunications and Postal
Mobile Services Limited, is pending. Vodafone India has deposited Services published the cabinet-approved National Integrated ICT Policy
INR24.5 billion with DoT based on orders from the Supreme Court White Paper (‘White Paper’). The White Paper sets out a framework
and TDSAT, this is without prejudice to its rights and contentions in the on how the government wants to provide access to modern
matter. The matter is listed for hearing in the TDSAT in due course. communications infrastructure and services to facilitate the entry
of new players and the meaningful participation of all citizens, including
In August 2016 in response to the Indian Supreme Court decision on those in rural areas. Its adoption will require various amendments
call drops, TRAI launched a consultation on tightening benchmarks for to existing laws and regulations flowing from the Electronic
network quality of service parameters, the outcome of which is awaited. Communications Act. Engagements between the various stakeholders
In August 2016 TRAI initiated a review of termination charges and and Government to explore the possibility of finding an amicable way
initiated a consultation on Internet Telephony and App to Public to implement the White Paper are ongoing.
Switched Telephone Network and Public Land Mobile Network In November 2016 the Final Amended ICT Sector Black Economic
(‘PSTN/PLMN’) calling and a review of the Interconnection framework, Empowerment Codes were gazetted. The Codes contain variations
the outcome of which are awaited. The current MTR regime introduced to the draft ICT Sector Code, some of which are in conflict with that
in February 2015 was challenged by Vodafone India in the Delhi High of the Revised Department of Trade and Industry Codes and will be used
Court and the next hearing is currently scheduled in September 2017. in May 2017 to rate Vodacom’s and the other operators performance
In August 2016 Vodafone India received 128 notices for financial for the 2016/17 financial year. Due to the nature of the new Codes,
demands (licence and spectrum fee) from the DoT of INR78.90 billion the industry is engaging the BEE ICT Sector Council to resolve some
and INR0.94 billion for six notices concerning access and National and of the concerns.
International Long Distance services based on the audit of Vodafone In February 2017 ICASA formally deferred the timeframe for the
India’s telecom operations by the DoT appointed auditor and by the Invitation to Apply (‘ITA’) spectrum licensing process in the 700MHz,
Comptroller & Auditor General of India (‘CAG’) for the years 2006/7 800MHz and 2.6GHz bands whilst the judicial review process in the
to 2010/11. Vodafone India has submitted its response to the High Court is ongoing.
demand notices.
Vodacom: Democratic Republic of Congo
In October 2016 Vodafone India acquired a total of 2x82.6MHZ and In August 2016 the Minister of Communications and Minister of Finance
1x200MHz of spectrum across the 1800MHz, 2.1GHz and 2.5GHZ bands issued a ministerial decree setting the new tax on mobile payments
at a cost of INR200 billion, expiring in October 2036, enabling its 4G at 3% of annual service revenue.
services to be expanded to a total of 17 circles.
The Ministry of Finance DGRAD-Tax Administration has proposed
In October 2016 TRAI recommended to the DoT that a fine a revision to the spectrum fees model which will result in a 69% increase
of INR10.5 billion should be levied against Vodafone India for failing in annual fees. Vodacom Congo and other industry participants have
to provide adequate points of interconnection to Reliance Jio (‘RJIL’). engaged the DGRAD and Minister of Communications to request the
Similar fines were also recommended against Bharti Airtel and Idea nullification of this change on the grounds that such a tax will negatively
Cellular. Vodafone India has challenged TRAI’s recommendation in the impact communication costs.
Delhi High Court and the next hearing is scheduled on 24 October
2017. Vodafone India has filed a petition in the Delhi High Court on the As of March 2017 Vodacom Congo is implementing a compliance plan
basis that RJIL’s zero/free mobile tariff offers are not compliant with and continues to participate in industry association engagement with
TRAI’s tariff requirements for interconnect usage charges and that the authorities to secure electronic SIM registration.
promotion/free benefits is continuing beyond the 90 days permitted Vodacom: Tanzania
by TRAI. The matter was heard at the Delhi High Court in April 2017 In July 2016 the national regulatory authority (‘TCRA’) published
where it was adjourned. Similar petitions have been filed by Bharti an open invitation to apply for 3.5GHz spectrum. Vodacom Tanzania has
Airtel and Idea Cellular in the TDSAT. submitted its application and the evaluation of all applications by TCRA
In March 2017 Vodafone India and Idea announced their proposal is still pending.
to merge. The transaction is expected to close during 2018, subject In July 2016 the national competition authority (‘FCC’) approved
to customary approvals. Vodacom Tanzania’s acquisition of Shared Networks Tanzania which
In May 2017 Vodafone India filed a challenge in TDSAT against holds 2x5MHz of 900MHz spectrum licences which will be used
DoT’s microwave spectrum interim guidelines issued in October 2015, to support the provision of rural services.
and their letter of January 2017, that conflict with the confirmations In March 2017 the Initial Public Offering for Vodafone Tanzania Public
given to Vodafone India at the time of the 2014 and 2015 spectrum Company Limited was launched under the requirements of the Finance
auctions that the microwave resources of expiring licences will Act 2016, with the offer open until 11 May 2017.
be transferred to the Universal Licence.
In March 2017 the Ministry of Communications published its draft
For information on litigation in India, see note 30 “Contingent liabilities amendments to the Electronic and Postal Communications Act 2010
and legal proceedings” to the consolidated financial statements. with comments submitted by 14 April 2017.
In April 2017 Vodafone Tanzania received a non-compliance order from Ghana

TCRA in relation to SIM registration tests conducted in December 2016. Vodafone Ghana has no new material items to report for the year ending
Vodafone Tanzania will continue to work with TCRA to execute the SIM 31 March 2017.
registration compliance actions.
New Zealand
Vodacom: Mozambique In January 2017 the New Zealand Government awarded contracts
Overview
In July 2016 a new Communications Act was approved by Parliament, to extend the existing Ultra-Fast Broadband fibre to the premises
that required the national regulatory authority (‘INCM’) to issue (‘FTTP’) initiative from 75% to 85% of premises passed at a projected
new regulations under the Act by February 2017. To date only draft cost of NZ$210 million. The Government has also announced a further
regulations for Licensing Regulations and Infrastructure Sharing NZ$150 million of funding to improve broadband coverage in rural areas
Regulations have been issued, to which Vodacom Mozambique has and address mobile blackspots, with competitive tenders expected
submitted its comments. to be awarded in late 2017.
In November 2016 Vodacom Mozambique complied with an order In February 2017 the Commerce Commission declined to clear the
from INCM and blocked all existing unregistered users. proposed merger between Vodafone New Zealand and Sky New
Zealand under the New Zealand Commerce Act.
Vodacom: Lesotho
In April 2016 the national regulatory authority (‘LCA’) finalised the Safaricom: Kenya
Strategy
approved renewal of Vodacom Lesotho’s service licence at a cost In May 2016 the national regulatory authority (‘CA’) appointed
of ZAR5 million, expiring in May 2036. Analysis Mason to conduct a study on competition within the
Telecommunication subsector to identify any dominant operators and
International roaming in Africa
recommend regulatory remedies. The interim report was released
In September 2016 an impact assessment carried out by TERA
in April 2017 and Safaricom’s comments have been submitted.
Consultants on East Africa Community (‘EAC’) Roaming was
submitted to the Tanzanian Ministry of Communications as part of the In June 2016 following the CA’s stakeholders’ consultation on the
ongoing public consultation to implement Phase 1 price caps for allocation of LTE spectrum in the 800MHz band to all mobile operators,
EAC countries. Vodacom has engaged with the consultation process Safaricom secured a full spectrum licence for 2x10MHz at 800MHz
and presented its views at the February 2017 East African Legislative at a cost of US$25 million.
Assembly conference.
Performance
As of March 2017 Safaricom continues to work with the authorities
As of March 2017 no national regulatory authority in the Vodacom to ensure an effective transition to the national regulatory
Group markets had fully complied with the Communications authority’s (‘CA’) new registration process.
Regulators’ Association of Southern Africa (‘CRASA’) guidance on the
Qatar
Southern African Development Community (‘SADC’) roaming glide
As of May 2017 Vodafone Qatar’s challenges to the decisions by the
paths, that had been issued in September 2015. In the meantime,
ministry and national regulatory authority relating to the application
Vodacom Group has developed its new Africa Roaming Product
and enforcement of the dominance framework are ongoing in the
across SADC which is being rolled out in 2017.
administrative courts.
Turkey
As of March 2017 the national regulatory authority’s (‘ICTA’) proposed
action to broaden the scope of the 3G coverage to include new
Governance
metropolitan areas is still suspended by the Council of State motion,
as Vodafone Turkey’s appeal to the administrative court is still pending.
Australia
In May 2017 Vodafone Australia acquired a spectrum licence of 2x5MHz
at 700MHz band spectrum, at a cost of AU$285 million, expiring
in December 2029.
Egypt
The Administrative Court ruling in favour of Vodafone Egypt in the
case filed against Telecom Egypt and the national regulatory authority
(‘NTRA’), regarding the NTRA’s authority to set MTRs between
Financials
operators, has been implemented with Orange Egypt (formerly Mobinil)

and Telecom Egypt, however, the arbitration case with Etisalat Misr
is still pending.
In October 2016 Vodafone Egypt acquired a spectrum licence for
2x5MHz at 2.1GHz and extended the existing 2G/3G licences a cost
of US$335 million all expiring in October 2031, enabling the launch
of 4G services.
For information on litigation in Egypt, see note 30 “Contingent liabilities
and legal proceedings” to the consolidated financial statements.

Overview of spectrum licences at 31 March 2017

700MHz 800MHz 900MHz 1400/1500MHz 1800MHz 2.1GHz 2.6GHz 3.5GHz
Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1
Country by region (Expiry date) (Expiry date) (Expiry date) (Expiry date) (Expiry date) (Expiry date) (Expiry date) (Expiry date)
Europe region
Germany 2x10 2x10 2x10 1x20 2x25 2x10+5 2x20+25 n/a
(2033) (2025) (2033) (2033) (2033) (2020) (2025)
2x52
(2025)
Italy n/a 2x10 2x10 1x20 2x15 2x15+5 2x15 n/a
(2029) (2018) (2029) (2018) (2021) (2029)
2x52
(2029)
UK n/a 2x10 2x17 1x20 2x6 2x15 2x20+25 n/a
(2033) See note3 (2023) See note3 See note3 (2033)
Spain n/a 2x10 2x10 n/a 2x20 2x15+5 2x20+20 n/a
(2030) (2028) (2030) (2030) (2030)
Netherlands n/a 2x10 2x10 n/a 2x20 2x20+5 2x10 n/a
(2029) (2030) (2030) (2020) (2030)
Ireland n/a 2x10 2x10 n/a 2x25 2x15 n/a
(2030) (2030) (2030) (2022) n/a
Portugal n/a 2x10 2x5 n/a 2x6 2x20 2x20+25 n/a
(2027) (2021) (2021) (2033) (2027)
2x52 2x142
(2027) (2027)
Romania n/a 2x10 2x10 n/a 2x30 2x15+5 1x15 2x20
(2029) (2029) (2029) (2020) (2029) (2025)
Greece n/a 2x10 2x15 n/a 2x10 2x20+5 2x20+20 n/a
(2030) (2027) (2027) (2021) (2030)
2x152
(2018)
Czech Republic n/a 2x10 2x10 n/a 2x18 2x20 2x20 n/a
(2029) (2021) (2021) (2025) (2029)
2x92
(2029)
Hungary n/a 2x10 2x10 n/a 2x15 2x15 2x20+25 2x30
(2029) (2022)4 (2022)3 (2019) (2029) (2034)
2x1
(2029)4
Albania n/a n/a 2x8 n/a 2x9 2x15+5 2x20+20 n/a
(2031) (2031) (2025) (2030)
2x22 2x142 2x52
(2030) (2030) (2029)
Malta n/a n/a 2x15 n/a 2x25 2x20+5 n/a 2x21
(2026) (2026) (2020) (2020)
700MHz 800MHz 900MHz 1400/1500MHz 1800MHz 2.1GHz 2.6GHz 3.5GHz

Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1 Quantity1
Country by region (Expiry date) (Expiry date) (Expiry date) (Expiry date) (Expiry date) (Expiry date) (Expiry date) (Expiry date)
Overview
India5 n/a n/a (2021–2036)5 n/a (2021–2036)5 (2030–2036)5 n/a n/a
Vodacom: South Africa6 n/a n/a 2x116 n/a 2x126 2x15+56 n/a n/a
Vodacom: Democratic n/a n/a 2x6 n/a 2x18 2x10+15 n/a 2x15
Republic of Congo (2028) (2028) (2032) (2026)
Lesotho7 n/a 2x207 2x227 n/a 2x307 2x157 1x407 1x427
Mozambique n/a n/a 2x8 n/a 2x8 2x15+10 n/a n/a
(2018) (2018) (2023)
Tanzania n/a n/a 2x8 n/a 2x10 2x15 n/a 1x14+1x14
(2031) (2031) (2031) (2031)
Turkey n/a 2x10 2x11 n/a 2x10 2x15+5 2x15+10 n/a
(2029) (2023) (2029) (2029) (2029)
Strategy
2x12
(2029)
Australia8 n/a 2x10 2x8 n/a 2x30 2x25+5 n/a n/a
(850MHz) (2028) (annual) (2017)
(2028)
Egypt n/a n/a 2x13 n/a 2x10 2x20 n/a n/a
(2031) (2031) (2031)
New Zealand 2x15 n/a 2x15 n/a 2x25 2x25+10 2x15+5 2x28
(2031) (2031) (2021) (2021) (2028) (2022)
Safaricom: Kenya n/a 2x10 2x17 n/a 2x20 2x10 n/a n/a
Performance
(TBC)9 (2024) (2024) (2022)
Ghana n/a n/a 2x8 n/a 2x10 2x15 n/a n/a
(2019) (2019) (2023)10
Qatar n/a 2x10 2x11 n/a 2x20 2x15 2x20 n/a
(2029) (2028) (2028) (2028) (Trial)
2x52
(2029)
Notes:
1 Single (or unpaired) blocks of spectrum are used for asymmetric data (non-voice) use; block quantity has been rounded to the nearest whole number.
2 Blocks within the same spectrum band but with different licence expiry dates are separately identified.
3 UK – 900MHz, 1800MHz and 2.1GHz – indefinite licence with a five-year notice of revocation.
Governance
4 Hungary – 900MHz and 1800MHz – conditional options to extend these licences to 2034.
5 India comprises 22 separate service area licences with a variety of expiry dates.
6 Vodacom’s South African spectrum licences are renewed annually. As part of the migration to a new licensing regime the national regulator has issued Vodacom a service licence and a network
licence which will permit Vodacom to offer mobile and fixed services. The service and network licences have a 20 year duration and will expire in 2028.
7 Vodacom’s Lesotho spectrum licences are renewed annually, N.B. 1x40MHz in 2.6GHz column is actually 2.3GHz.
8 Australia –table refers to Sydney/Melbourne only. In total VHA has:
– 850MHz band – 2x10MHz in Sydney/Melbourne/Brisbane/Adelaide/Perth and 2x5MHz across the rest of Australia.
– 900MHz band – 2x8MHz across Australia.
– 1800MHz band – 2x30MHz in Sydney/Melbourne, 2x25MHz in Brisbane/Adelaide/Perth/Canberra, 2x10MHz in Victoria/North Queensland/Western Australia and
2x5MHz in Darwin/Tasmania/South Queensland.
– 2.1GHz band, VHA holds 2x25 MHz in Sydney/Melbourne, 2x20MHz in Brisbane/Adelaide/Perth, 2x10MHz in Canberra/Darwin/Hobart and 2x5MHz in regional Australia.
9 Kenya – Awaiting confirmation of full licence terms.
10 Ghana – The NRA has issued provisional licences with the intention of converting them to full licences once the NRA has been reconvened.
Financials
Mobile Termination Rates (‘MTRs’)

National regulators are required to take utmost account of the Commission’s existing recommendation on the regulation of fixed and MTRs.
This recommendation requires MTRs to be set using a long run incremental cost methodology. Over the last three years MTRs effective for our
subsidiaries were as follows:
Country by region 20151 20161 20171 1 April 20172
Europe
Germany (€ cents) 1.72 1.66 1.10 1.10
Italy (€ cents) 0.98 0.98 0.98 0.98
UK (GB £ pence) 0.67 0.68 0.51 0.51
Spain (€ cents) 1.09 1.09 1.09 1.09
Netherlands (€ cents)3 1.86 1.86 1.86 1.86
Ireland (€ cents) 2.60 2.60 0.84 0.84
Portugal (€ cents) 1.27 0.83 0.79 0.79
Romania (€ cents) 0.96 0.96 0.96 0.96
Greece (€ cents) 1.099 1.081 1.072 0.982 (30 April 2017)
Czech Republic (CZK) 0.27 0.27 0.248 0.248
Hungary (HUF) 7.06 1.71 1.71 1.71
Albania (ALL) 1.48 1.48 1.48 1.48
Malta (€ cents) 0.40 0.40 0.40 0.40
India (rupees)4 0.14 0.14 0.14 0.14
Vodacom: South Africa (ZAR) 0.20 0.16 0.13 0.13
Vodacom: Democratic Republic of Congo 3.40 3.40 2.50 2.50
(USD cents)
Lesotho (LSL/ZAR) 0.38 0.32 0.26 0.26
Mozambique (MZN/USD cents) 0.86 0.86 0.44 0.44
Tanzania (TZN) 30.58 28.57 26.96 26.96
Turkey (lira) 0.0258 0.0258 0.0258 0.0258
Australia (AUD cents) 3.60 1.70 1.70 1.70
Egypt (PTS/piastres) 10.00 10.00 10.00 10.00
New Zealand (NZD cents) 3.56 3.56 3.56 3.56
Safaricom: Kenya (shilling) 1.15 0.99 0.99 0.99
Ghana (peswas) 4.00 5.00 5.00 5.00
Qatar (dirhams) 16.60 9.00 7.62 7.62
Notes:
1 All MTRs are based on end of financial year values.
2 MTRs established from 1 April 2017 are included at the current rate or where a glide-path or a final decision has been determined by the national regulatory authority.
3 MTR decision due September 2017.
4 MTR under appeal and due to be heard September 2017.
Alternative performance measures

In the discussion of the Group’s reported operating results, alternative performance measures are presented to provide readers with additional
financial information that is regularly reviewed by management. However, this additional information presented is not uniformly defined by all
companies including those in the Group’s industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other
companies. Additionally, certain information presented is derived from amounts calculated in accordance with IFRS but is not itself an expressly
permitted GAAP measure. Such alternative performance measures should not be viewed in isolation or as an alternative to the equivalent
Overview
GAAP measure.
Service revenue
Service revenue comprises all revenue related to the provision of ongoing services including, but not limited to, monthly access charges, airtime
usage, roaming, incoming and outgoing network usage by non-Vodafone customers and interconnect charges for incoming calls. We believe that
it is both useful and necessary to report this measure for the following reasons:
–– it is used for internal performance reporting;
–– it is used in setting director and management remuneration; and
–– it is useful in connection with discussion with the investment analyst community.
Strategy
A reconciliation of reported service revenue to the respective closest equivalent GAAP measure, revenue, are provided in the “Operating results”
section on pages 35 to 43 and the “Prior year operating results” on pages 177 to 181.
Adjusted EBITDA
Adjusted EBITDA is operating profit excluding share of results in associates, depreciation and amortisation, gains/losses on the disposal of fixed
assets, impairment losses, restructuring costs arising from discrete restructuring plans, other operating income and expense and significant items
that are not considered by management to be reflective of the underlying performance of the Group. We use adjusted EBITDA, in conjunction
with other GAAP and non-GAAP financial measures such as adjusted operating profit, operating profit and net profit, to assess our operating
performance. We believe that adjusted EBITDA is an operating performance measure, not a liquidity measure, as it includes non-cash changes
Performance
in working capital and is reviewed by the Chief Executive to assess internal performance in conjunction with adjusted EBITDA margin, which
is an alternative sales margin figure. We believe it is both useful and necessary to report adjusted EBITDA as a performance measure as it enhances
the comparability of profit across segments.
Because adjusted EBITDA does not take into account certain items that affect operations and performance, adjusted EBITDA has inherent limitations
as a performance measure. To compensate for these limitations, we analyse adjusted EBITDA in conjunction with other GAAP and non-GAAP
operating performance measures. Adjusted EBITDA should not be considered in isolation or as a substitute for a GAAP measure of operating
performance. A reconciliation of adjusted EBITDA to the closest equivalent GAAP measure, operating profit, is provided in note 2 “Segmental
analysis” to the consolidated financial statements.
Group adjusted EBIT, adjusted operating profit and adjusted earnings per share
Group adjusted EBIT and adjusted operating profit exclude impairment losses, restructuring costs arising from discrete restructuring plans,
Governance
amortisation of customer bases and brand intangible assets, other operating income and expense and other significant one-off items.
Adjusted EBIT also excludes the share of results in associates and joint ventures. Adjusted earnings per share also excludes certain foreign exchange
rate differences, together with related tax effects. We believe that it is both useful and necessary to report these measures as they are used for
internal performance reporting, in setting director and management remuneration and in connection with discussions with the investment analyst
community and debt rating agencies.
Adjusted EBIT is reconciled to the respective closest equivalent GAAP measure, operating profit, in the “Operating results” on page 35.
A reconciliation of adjusted operating profit to the respective closest equivalent GAAP measure, operating profit, is provided in note 2 “Segmental
analysis” to the consolidated financial statements. A reconciliation of adjusted earnings per share to basic earnings per share is provided in the
“Operating results” on page 37.
Financials
2017 financial year guidance

The adjusted EBITDA and free cash flow guidance measures for the year ended 31 March 2017 were forward-looking alternative performance
measures based on the Group’s assessment of the global macroeconomic outlook and foreign exchange rates of €1:INR76.4, €1:ZAR16.5, €1:£0.79,
€1:TRY3.2 and €1:EGP9.8. These guidance measures exclude the impact of licence and spectrum payments, material one-off tax-related payments,
restructuring costs, and any fundamental structural change to the Eurozone. They also assume no material change to the current structure of the
Group. We believe it is both useful and necessary to report these guidance measures to give investors an indication of the Group’s expected future
performance, the Group’s sensitivity to foreign exchange movements and to report actual performance against these guidance measures.
Reconciliations of adjusted EBITDA and free cash flow to the 2017 financial year guidance basis is shown below.
Adjusted EBITDA Free cash flow

Restated
2017 2016 Growth 2017
€bn €bn % €bn
Reported 14.1 14.2 – 4.1
Discontinued operations – India 1.6 1.8 0.1
Foreign exchange (0.1) (0.7) 0.1
Guidance basis 15.8 15.3 3.4 4.3
Alternative performance measures (continued)

Cash flow measures and capital additions

In presenting and discussing our reported results, free cash flow, capital additions and operating free cash flow are calculated and presented even
though these measures are not recognised within IFRS. We believe that it is both useful and necessary to communicate free cash flow to investors
and other interested parties, for the following reasons:
–– free cash flow allows us and external parties to evaluate our liquidity and the cash generated by our operations. Free cash flow and capital
additions do not include payments for licences and spectrum included within intangible assets, items determined independently of the ongoing
business, such as the level of dividends, and items which are deemed discretionary, such as cash flows relating to acquisitions and disposals
or financing activities. In addition, it does not necessarily reflect the amounts which we have an obligation to incur. However, it does reflect the
cash available for such discretionary activities, to strengthen the consolidated statement of financial position or to provide returns to shareholders
in the form of dividends or share purchases;
–– free cash flow facilitates comparability of results with other companies, although our measure of free cash flow may not be directly comparable
to similarly titled measures used by other companies;
–– these measures are used by management for planning, reporting and incentive purposes; and
–– these measures are useful in connection with discussion with the investment analyst community and debt rating agencies.
A reconciliation of cash generated by operations, the closest equivalent GAAP measure, to operating free cash flow and free cash flow,
is provided below.
Restated Restated
2017 2016 2015
€m €m €m
Cash generated by operations (refer to note 19) 13,781 13,497 12,041
Capital additions (7,675) (10,561) (10,710)
Working capital movement in respect of capital additions (822) (140) 1,009
Disposal of property, plant and equipment 43 164 190
Restructuring costs 266 252 429
Other1 34 (4) 473
Operating free cash flow 5,627 3,208 3,432
Taxation (761) (738) (651)
Dividends received from associates and investments 433 92 74
Dividends paid to non-controlling shareholders in subsidiaries (413) (309) (310)
Interest received and paid (830) (982) (866)
Free cash flow 4,056 1,271 1,679
Note:
1 Other movements for the year ended 31 March 2017 include €nil (2016: €nil, 2015: €444 million) UK pensions contribution payment and €nil (2016: €nil, 2015: €140 million) of KDG incentive
scheme payments that vested upon acquisition.
Other
Certain of the statements within the Strategic Report contains forward-looking alternative performance measures for which at this time
there is no comparable GAAP measure and which at this time cannot be quantitatively reconciled to comparable GAAP financial information.
Certain of the statements within the section titled “Looking ahead” on page 17 contain forward-looking non-GAAP financial information which
at this time cannot be quantitatively reconciled to comparable GAAP financial information.
Organic growth
All amounts in this document marked with an “*” represent organic growth which presents performance on a comparable basis, in terms of both
merger and acquisition activity and foreign exchange movements. While “organic growth” is neither 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 related 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 IFRS and may not,
therefore, be comparable with similarly titled measures reported by other companies).
The Group’s organic growth rates for all periods excludes the results of Vodafone India (excluding its 42% stake in Indus Towers) which are now
included in discontinued operations.
For the quarter ended 31 March 2015 and the year ended 31 March 2015, the Group’s organic growth rate was adjusted to exclude the beneficial
impact of a settlement of a historical interconnect rate dispute in the UK and the beneficial impact of an upward revision to interconnect revenue
in Egypt from a re-estimation by management of the appropriate historical mobile interconnection rate. The adjustments in relation to Vodafone
UK and Vodafone Egypt also impacted the disclosed organic growth rates for those countries. Organic growth rates for the quarter ended 31 March
2016 and the year ended 31 March 2016 have been similarly adjusted to exclude these impacts.
For the quarter ended 30 September 2015 and year ended 31 March 2016, the Group’s and Vodafone UK’s organic growth rates have been adjusted
to exclude the beneficial impact of a settlement of another historical interconnect rate dispute in the UK. Organic growth rates for the quarter ended
30 September 2016 and the year ended 31 March 2017 have been similarly adjusted to exclude these impacts.
The Group’s organic growth rate for the year ended 31 March 2017 and the quarters ended 31 December 2016 and 31 March 2017 have also
been adjusted to exclude the results of Vodafone Netherlands following the disposal of its consumer fixed business and subsequent merger into
Overview
VodafoneZiggo, as well as the results of VodafoneZiggo after the merger.
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 year, with such changes being explained by the commentary in this news release. If comparatives were provided, significant
sections of the commentary from the news release for the prior year would also need to be included, reducing the usefulness and transparency
of this document.
Reconciliations of organic growth to reported growth are shown where used or in the following tables.
Restated Other activity Foreign
2017 2016 Reported (including M&A) exchange Organic
€m €m % pps pps %
Strategy
Revenue
Europe 34,550 36,462 (5.2) 2.0 2.8 (0.4)
AMAP 11,773 11,891 (1.0) (0.2) 8.6 7.4
Of which: Turkey 3,052 2,959 3.1 – 12.2 15.3
Of which: Egypt 1,329 1,634 (18.7) – 35.0 16.3
Other 1,390 1,567
Eliminations (82) (110)
Total 47,631 49,810 (4.4) 1.5 4.1 1.2
Service revenue
Germany 10,006 9,817 1.9 – – 1.9
Performance
Mobile service revenue 6,071 6,062 0.1 – – 0.1
Fixed service revenue 3,935 3,755 4.8 – – 4.8
Italy 5,247 5,129 2.3 – – 2.3
Mobile service revenue 4,365 4,303 1.4 – 0.1 1.5
Fixed service revenue 882 826 6.8 – – 6.8
UK 6,632 7,987 (17.0) 1.4 12.3 (3.3)
Mobile service revenue 5,079 6,025 (15.7) – 12.4 (3.3)
Fixed service revenue 1,553 1,962 (20.8) 5.7 11.7 (3.4)
Spain 4,507 4,468 0.9 – – 0.9
Other Europe 5,756 6,132 (6.1) 8.4 (0.1) 2.2
Of which: Ireland 954 954 – – – –
Governance
Of which: Portugal 911 896 1.7 – – 1.7
Of which: Greece 789 785 0.5 – – 0.5
Europe 31,975 33,381 (4.2) 1.8 3.0 0.6
Fixed service revenue 8,624 8,691 (0.8) 1.3 3.0 3.5
Vodacom 4,447 4,419 0.6 – 3.5 4.1
Of which: South Africa 3,396 3,269 3.9 – 1.7 5.6
Of which: International operations 1,001 1,071 (6.5) – 8.8 2.3
Other AMAP 5,509 5,624 (2.0) – 12.8 10.8
Of which: Turkey 2,310 2,222 4.0 – 12.0 16.0
Of which: Egypt 1,278 1,578 (19.0) – 34.6 15.6
Financials
Of which: New Zealand 1,169 1,101 6.2 – (5.4) 0.8

AMAP 9,956 10,043 (0.9) – 8.6 7.7
Other 1,138 1,303
Total service revenue 42,987 44,618 (3.7) 1.4 4.2 1.9
Other revenue 4,644 5,192
Revenue 47,631 49,810 (4.4) 1.5 4.1 1.2


Year ended 31 March 2017 (continued)
Other growth metrics
Group – Enterprise service revenue 12,735 13,318 (4.4) 2.7 4.0 2.3
Vodafone Group Enterprise – Service revenue 2,982 3,108 (4.1) 1.7 5.4 3.0
Europe – Service revenue excluding the impact of
regulation 31,975 33,381 (4.2) 2.8 3.0 1.6
Germany – Mobile service revenue excluding the
impact of regulation 6,071 6,062 0.1 1.5 – 1.6
Spain – Service revenue excluding the impact of
handset financing 4,507 4,468 0.9 3.1 – 4.0
Ireland – Service revenue excluding the impact of MTR
cuts 954 954 – 2.0 – 2.0
South Africa – Data revenue 1,352 1,143 18.3 – 1.4 19.7
South Africa – Voice revenue 1,505 1,586 (5.1) – 1.4 (3.7)
India – Service revenue 5,834 6,135 (4.9) 2.5 1.7 (0.7)
India – Adjusted EBITDA 1,596 1,815 (12.1) – 1.6 (10.5)
Adjusted EBITDA
Germany 3,617 3,462 4.5 – – 4.5
Italy 2,229 2,015 10.6 – – 10.6
UK 1,212 1,756 (31.0) 5.1 10.1 (15.8)
Spain 1,360 1,250 8.8 – – 8.8
Other Europe 1,865 2,002 (6.8) 10.1 (0.1) 3.2
Europe 10,283 10,485 (1.9) 2.9 2.1 3.1
Vodacom 2,063 2,028 1.7 – 3.2 4.9
Other AMAP 1,791 1,678 6.7 – 18.0 24.7
Of which: Turkey 646 553 16.8 – 13.1 29.9
Of which: Egypt 590 683 (13.6) – 36.3 22.7
AMAP 3,854 3,706 4.0 – 9.2 13.2
Other 12 (36)
Total 14,149 14,155 – 1.8 4.0 5.8
Percentage point change in adjusted EBITDA margin

Germany 34.1% 32.6% 1.5 – – 1.5
Italy 36.5% 33.5% 3.0 – – 3.0
UK 17.5% 20.8% (3.3) 0.8 (0.1) (2.6)
Spain 27.3% 25.2% 2.1 – – 2.1
Other Europe 30.4% 30.3% 0.1 0.5 – 0.6
Europe 29.8% 28.8% 1.0 0.2 (0.2) 1.0
Vodacom 39.0% 38.1% 0.9 0.2 (0.4) 0.7
Other AMAP 27.6% 25.6% 2.0 – 0.9 2.9
Of which: Turkey 21.2% 18.7% 2.5
Of which: Egypt 44.4% 41.8% 2.6
AMAP 32.7% 31.2% 1.5 – 0.1 1.6
Group 29.7% 28.4% 1.3 – (0.1) 1.2
Adjusted EBIT
Group 3,970 3,769 5.3 (3.0) 4.7 7.0
Adjusted operating profit

Europe 1,890 1,927 (1.9) (2.4) (0.7) (5.0)
AMAP 2,238 1,941 15.3 – 9.9 25.2
Other 6 (39)
Total 4,134 3,829 8.0 (1.1) 4.9 11.8

Six months ended 31 March 2017
Adjusted EBITDA
Germany 1,830 1,726 6.0 – – 6.0
Overview
Italy 1,125 1,014 10.9 – (0.1) 10.8
UK 537 826 (35.0) – 9.8 (25.2)
Spain 668 591 13.0 – 0.1 13.1
Other Europe 825 983 (16.1) 16.5 – 0.4
Europe 4,985 5,140 (3.0) 3.3 2.1 2.4
Vodacom 1,111 960 15.7 – (10.1) 5.6
Other AMAP 851 849 0.2 – 26.4 26.6
AMAP 1,962 1,809 8.5 – 5.3 13.8
Other 112 21
Total 7,059 6,970 1.3 1.5 3.5 6.3
Depreciation and amortisation (5,669) (5,874)
Strategy
Share of result in associates and joint ventures 91 65
Impairment loss – (569)
Restructuring costs (378) (160)
Other income and expense 1,109 (3)
Operating profit 2,212 429
Quarter ended 31 March 2017

Service revenue
Germany 2,492 2,462 1.2 – – 1.2
Italy 1,298 1,263 2.8 – – 2.8
UK 1,624 1,903 (14.7) – 9.9 (4.8)
Performance
Spain 1,109 1,094 1.4 – (0.1) 1.3
Other Europe 1,102 1,516 (27.3) 28.6 – 1.3
Of which: Ireland 235 238 (1.3) – 0.1 (1.2)
Of which: Portugal 226 221 2.3 – (0.1) 2.2
Of which: Greece 189 189 – – 0.2 0.2
Europe 7,593 8,202 (7.4) 5.3 2.2 0.1
Vodacom 1,198 992 20.8 – (17.0) 3.8
Of which: South Africa 937 717 30.7 – (25.1) 5.6
Of which: International operations 252 259 (2.7) – 3.2 0.5
Other AMAP 1,239 1,404 (11.8) – 21.6 9.8
Governance
Of which: Turkey 526 560 (6.1) – 20.0 13.9
Of which: Egypt 224 390 (42.6) – 65.4 22.8
Of which: New Zealand 303 272 11.4 – (11.1) 0.3
AMAP 2,437 2,396 1.7 – 5.1 6.8
Other 314 335
Revenue 11,341 12,006 (5.5) 2.8 2.9 0.2

Financials

impact of regulation 1,500 1,505 (0.3) 2.2 (0.1) 1.8
UK – Fixed service revenue excluding carrier services 406 491 (17.3) 5.0 9.8 (2.5)
handset financing 1,109 1,094 1.4 2.5 (0.1) 3.8
Ireland – Service revenue excluding the impact of MTR
cuts 235 238 (1.3) 3.5 0.1 2.3
India – Service revenue 1,379 1,532 (10.0) 2.3 (3.8) (11.5)
India – Data browsing revenue 247 306 (19.4) – 3.5 (15.9)
India – Voice revenue 870 1,046 (16.8) – 3.6 (13.2)


Restated Restated Other activity Foreign

Quarter ended 31 December 2016
Service revenue
Germany 2,505 2,460 1.8 – – 1.8
Italy 1,330 1,291 3.0 – – 3.0
UK 1,607 1,998 (19.6) – 16.4 (3.2)
Spain 1,125 1,116 0.8 – – 0.8
Other Europe 1,537 1,536 0.1 1.9 (0.2) 1.8
Of which: Ireland 235 240 (2.1) – 0.1 (2.0)
Of which: Portugal 227 223 1.8 – 0.4 2.2
Of which: Greece 195 192 1.6 – (0.4) 1.2
Europe 8,063 8,366 (3.6) 0.3 4.0 0.7
Vodacom 1,165 1,107 5.2 – (1.2) 4.0
Of which: South Africa 896 817 9.7 – (4.1) 5.6
Of which: International operations 256 270 (5.2) – 7.1 1.9
Other AMAP 1,363 1,423 (4.2) – 14.7 10.5
Of which: Turkey 581 562 3.4 – 11.6 15.0
Of which: Egypt 288 395 (27.1) – 46.7 19.6
Of which: New Zealand 299 276 8.3 – (8.3) –
AMAP 2,528 2,530 (0.1) – 7.5 7.4
Other 281 308
Revenue 12,239 12,722 (3.8) 0.9 4.4 1.5

impact of regulation 1,516 1,517 (0.1) 1.1 0.1 1.1
handset financing 1,125 1,116 0.8 3.3 – 4.1
India – Service revenue 1,450 1,529 (5.2) 2.5 0.8 (1.9)
India – Data browsing revenue 293 289 1.4 – (0.8) 0.6
India – Voice revenue 991 1,014 (2.3) – (0.7) (3.0)

Revenue
Europe 36,462 35,296 3.3 (1.3) (1.6) 0.4
Overview
AMAP 11,891 11,600 2.5 0.8 4.8 8.1
Other 1,567 1,595
Total 49,810 48,385 2.9 (0.7) (0.1) 2.1
Service revenue
Germany 9,817 9,862 (0.5) – 0.1 (0.4)
Mobile service revenue 6,062 6,160 (1.6) – – (1.6)
Fixed service revenue 3,755 3,702 1.4 – 0.1 1.5
Italy 5,129 5,169 (0.8) – – (0.8)
Strategy
Mobile service revenue 4,303 4,353 (1.1) – – (1.1)
Fixed service revenue 826 816 1.2 – – 1.2
UK 7,987 7,527 6.1 0.4 (6.8) (0.3)
Mobile service revenue 6,025 5,702 5.7 0.6 (7.0) (0.7)
Fixed service revenue 1,962 1,825 7.5 (0.5) (5.9) 1.1
Spain 4,468 4,240 5.4 (8.9) – (3.5)
Mobile service revenue 3,034 3,210 (5.5) (2.6) 0.1 (8.0)
Fixed service revenue 1,434 1,030 39.2 (31.4) – 7.8
Other Europe 6,132 5,924 3.5 (1.9) (0.1) 1.5
Of which: Netherlands 1,750 1,746 0.2 – 0.1 0.3
Performance
Europe 33,381 32,612 2.4 (1.5) (1.5) (0.6)
Vodacom 4,419 4,451 (0.7) – 6.1 5.4
Of which: South Africa 3,269 3,367 (2.9) – 7.6 4.7
Of which: International operations 1,071 1,002 6.9 – 3.1 10.0
Other AMAP 5,624 5,319 5.7 1.8 2.6 10.1
Of which: Turkey 2,222 2,052 8.3 – 11.4 19.7
Of which: Egypt 1,578 1,473 7.1 5.9 (4.1) 8.9
AMAP 10,043 9,770 2.8 1.0 4.2 8.0
Other 1,303 1,356
Governance
Total service revenue 44,618 43,635 2.3 (0.8) (0.4) 1.1
Revenue 49,810 48,385 2.9 (0.7) (0.1) 2.1

Group – Enterprise service revenue 13,318 12,779 4.2 (1.2) (1.3) 1.7
UK – Fixed service revenue excluding carrier services 1,962 1,825 7.5 0.8 (5.9) 2.4
handset financing 4,468 4,240 5.4 (5.1) – (0.3)
Financials
South Africa – Data revenue 260 289 (10.0) – 28.8 18.8

India – Service revenue 6,135 5,480 12.0 – (7.0) 5.0
India – Service revenue excluding the impact of MTR
cuts 6,135 5,480 12.0 5.0 (7.0) 10.0
India – Adjusted EBITDA 1,815 1,635 11.0 – (6.9) 4.1
India – Percentage point change in adjusted
EBITDA margin 29.5% 29.7% (0.2) – – (0.2)


Year ended 31 March 2016 restated (continued)

Adjusted EBITDA
Germany 3,462 3,390 2.1 – – 2.1
Italy 2,015 1,956 3.0 – 0.1 3.1
UK 1,756 1,724 1.9 4.7 (5.4) 1.2
Spain 1,250 1,003 24.6 (20.1) (0.3) 4.2
Other Europe 2,002 2,004 (0.1) (1.3) (0.1) (1.5)
Europe 10,485 10,077 4.0 (1.3) (1.0) 1.7
Vodacom 2,028 1,949 4.1 – 8.6 12.7
Other AMAP 1,678 1,635 2.6 1.3 0.6 4.5
AMAP 3,706 3,584 3.4 0.6 5.0 9.0
Other (36) 41
Total 14,155 13,702 3.3 (1.6) 0.6 2.3
Percentage point change in adjusted EBITDA margin

Germany 32.6% 31.8% 0.8 – – 0.8
Italy 33.5% 33.5% – – – –
UK 20.8% 21.8% (1.0) 0.9 0.3 0.2
Spain 25.2% 21.7% 3.5 (2.2) – 1.3
Other Europe 30.3% 31.5% (1.2) 0.2 – (1.0)
Europe 28.8% 28.5% 0.3 0.0 0.1 0.4
Vodacom 38.1% 35.2% 2.9 – 0.7 3.6
Other AMAP 25.6% 27.0% (1.4) (0.1) (0.6) (2.1)
AMAP 31.2% 30.9% 0.3 – – 0.3
Group 28.4% 28.3% 0.1 (0.1) 0.1 0.1

Europe 1,927 2,216 (13.0) (0.4) 0.5 (12.9)
AMAP 1,941 1,746 11.2 1.6 7.1 19.9
Other (39) 78
Total 3,829 4,040 (5.2) (1.7) 3.1 (3.8)
Quarter ended 31 March 2016 restated

Service revenue
Germany 2,462 2,423 1.6 – – 1.6
Italy 1,263 1,246 1.4 – (0.1) 1.3
UK 1,903 2,093 (9.1) 5.4 3.6 (0.1)
Spain 1,094 1,131 (3.3) – 0.1 (3.2)
Other Europe 1,516 1,481 2.4 (0.1) (0.2) 2.1
Of which: Netherlands 428 434 (1.4) – 0.1 (1.3)
Of which: Portugal 221 213 3.8 – (0.3) 3.5
Of which: Romania 174 163 6.7 – 1.0 7.7
Europe 8,202 8,330 (1.5) 1.1 0.9 0.5
Vodacom 992 1,183 (16.1) – 22.4 6.3
Of which: South Africa 717 888 (19.3) – 25.8 6.5
Other AMAP 1,404 1,478 (5.0) 7.0 10.1 12.1
AMAP 2,396 2,661 (10.0) 4.0 15.6 9.6
Other 335 442
Revenue 12,006 12,740 (5.8) 2.0 4.5 0.7
India – Service revenue 1,532 1,547 (1.0) – 6.3 5.3

Quarter ended 31 December 2015 restated
Service revenue
Germany 2,460 2,469 (0.4) – – (0.4)
Overview
Italy 1,291 1,295 (0.3) – – (0.3)
UK 1,998 1,854 7.8 0.8 (9.3) (0.7)
Spain 1,116 1,153 (3.2) 0.1 – (3.1)
Other Europe 1,536 1,485 3.4 (1.9) 0.1 1.6
Of which: Netherlands 438 438 – – 0.2 0.2
Europe 8,366 8,237 1.6 (0.1) (2.1) (0.6)
Vodacom 1,107 1,128 (1.9) – 9.1 7.2
Of which: South Africa 817 846 (3.4) – 10.6 7.2
Other AMAP 1,423 1,327 7.2 – 3.6 10.8
AMAP 2,530 2,455 3.1 – 6.1 9.2
Strategy
Other 308 330
Total service revenue 11,186 11,010 1.6 0.1 (0.4) 1.3
Revenue 12,722 12,387 2.7 0.1 (0.1) 2.7
India – Service revenue 1,529 1,393 9.8 – (7.5) 2.3

Revenue
Europe 35,296 28,389 24.3 (26.5) (2.2) (4.4)
AMAP 11,600 11,198 3.6 (0.8) 1.8 4.6
Performance
Other 1,595 1,293
Total 48,385 40,843 18.5 (19.5) (1.1) (2.1)
Service revenue
Europe 32,612 26,456 23.3 (26.0) (2.3) (5.0)
AMAP 9,770 9,627 1.5 (1.0) 1.8 2.3
Other 1,356 1,075
Total 43,635 37,121 17.5 (19.6) (1.1) (3.2)
Governance
Total 48,385 40,843 18.5 (19.5) (1.1) (2.1)
Adjusted EBITDA
Europe 10,077 8,051 25.2 (35.4) (2.1) (12.3)
AMAP 3,584 3,550 1.0 (0.3) 1.1 1.8
Other 41 239
Total 13,702 11,840 15.7 (23.2) (0.8) (8.3)

Europe 2,216 2,719 (18.5) (21.4) (0.7) (40.6)
AMAP 1,746 1,929 (9.5) (0.1) (0.1) (9.7)
Financials
Other 78 92
Total 4,040 4,740 (14.8) (11.9) (0.1) (26.8)

Group – Enterprise service revenue 12,779 11,338 12.7 (10.6) (2.1) –
Form 20-F cross reference guide

The information in this document that is referenced in the following table is included in our Annual Report on Form 20-F for 2017 filed with the
SEC (the ‘2017 Form 20-F’). The information in this document may be updated or supplemented at the time of filing with the SEC or later amended
if necessary. No other information in this document is included in the 2017 Form 20-F or incorporated by reference into any filings by us under
the Securities Act. Please see “Documents on display” on page 194 for information on how to access the 2017 Form 20-F as filed with the SEC.
The 2017 Form 20-F has not been approved or disapproved by the SEC nor has the SEC passed judgement upon the adequacy or accuracy of the
2017 Form 20-F.
Item Form 20-F caption Location in this document Page
1 Identity of Directors, senior management
and advisers Not applicable –
2 Offer statistics and expected timetable Not applicable –
3 Key information
3A Selected financial data Selected financial data 221
Shareholder information: Foreign currency translation 191 and 192
3B Capitalisation and indebtedness Not applicable –
3C Reasons for the offer and use of proceeds Not applicable –
3D Risk factors Risk management 28 to 34
4 Information on the Company
4A History and development of the Company History and development 197
Contact details Back cover
Shareholder information: Registrar and transfer office 191
Shareholder information: Articles of Association and
applicable English law 192 and 193
Chief Executive’s strategic review 12 to 15
Chief Financial Officer’s review 16 and 17
Note 1 “Basis of preparation” 103 to 108
Note 2 “Segmental analysis” 109 to 111
Note 7: “Discontinued operations and assets held for sale” 123 and 124
Note 11 “Property, plant and equipment” 128 and 129
Note 28 “Acquisitions and disposals” 161
Note 29 “Commitments” 162
4B Business overview Performance highlights –
At a glance 8 and 9
Market overview 10 and 11
Chief Executive’s strategic review 12 to 15
Our business model 18 to 21
Sustainable business 26 and 27
Operating results 35 to 41
Financial position and resources 42 and 43
Prior year operating results 177 to 181
Note 2 “Segmental analysis” – Segmental revenue and profit 109 to 111
Regulation 198 to 204
4C Organisational structure Note 33 “Related undertakings” 168 to 175
Note 12 “Investments in associates and joint arrangements” 130 to 132
Note 13 “Other investments” 133
4D Property, plant and equipment Chief Executive’s strategic review 12 to 15
Chief Financial Officer’s review 16 and 17
Financial position and resources 42 and 43
Note 11 “Property, plant and equipment” 128 and 129
4A Unresolved staff comments None –

5 Operating and financial review and prospects
5A Operating results Operating results 35 to 41
Prior year operating results 177 to 181
Note 21 “Borrowings” 140 to 144
Overview
Shareholder information: Foreign currency translation 191 and 192
Regulation 198 to 204
5B Liquidity and capital resources Financial position and resources: Liquidity and
capital resources 43
Note 23 “Capital and financial risk management” 148 to 153
Note 22 “Liquidity and capital resources” 144 to 147
Note 21 “Borrowings” 140 to 144
5C R
esearch and development, Chief Executive’s strategic review 12 to 15
patents and licences, etc. Chief Financial Officer’s review 16 and 17
Strategy
Regulation: Licences 202 and 203
5D Trend information Chief Executive’s strategic review 12 to 15
Market overview 10 and 11
5E Off-balance sheet arrangements Note 22 “Liquidity and capital resources” – Off-balance
sheet arrangements 144 to 147
Note 30 “Contingent liabilities and legal proceedings” 163 to 166
5F Tabular disclosure of contractual obligations Financial position and resources: Contractual obligations
and commitments 42
5G Safe harbor Forward-looking statements 217
Performance
6 Directors, senior management and employees
6A Directors and senior management Board of Directors 48 and 49
Executive Committee 50 and 51
Leadership structure 46 and 47
6B Compensation Directors’ remuneration 67 to 85
Remuneration policy 71 to 76
Note 24 “Directors and key management compensation” 153
6C Board practices Shareholder information: Articles of Association and
Directors’ remuneration 67 to 85
Governance
Board of Directors 48 and 49
Board Committees 56 to 63
Leadership structure 46 and 47
6D Employees Our people 24 and 25
Note 25 “Employees” 154
6E Share ownership Directors’ remuneration 67 to 85
Remuneration policy 71 to 76
Note 27 “Share-based payments” 159 and 160
7 Major shareholders and related party transactions
7A Major shareholders Shareholder information: Major shareholders 192
Financials
7B Related party transactions Directors’ remuneration 67 to 85

Note 31 “Related party transactions” 167
7C Interests of experts and counsel Not applicable –
8 Financial information
8A C
onsolidated statements and Financials1 99 to 176
other financial information Audit report on the consolidated and parent company
financial statements1 91 to 98

8B Significant changes Note 32 “Subsequent events” 167
Form 20-F cross reference guide (continued)


9 The offer and listing
9A Offer and listing details Shareholder information: Share price history 191
9B Plan of distribution Not applicable –
9C Markets Shareholder information: Markets 192
9D Selling shareholders Not applicable –
9E Dilution Not applicable –
9F Expenses of the issue Not applicable –
10 Additional information
10A Share capital Not applicable –
10B Memorandum and Articles of Association Shareholder information: Articles of Association and
10C Material contracts Shareholder information: Material contracts 194
10D Exchange controls Shareholder information: Exchange controls 194
10E Taxation Shareholder information: Taxation 194 to 196
10F Dividends and paying agents Not applicable –
10G Statement by experts Not applicable –
10H Documents on display Shareholder information: Documents on display 194
10I Subsidiary information Not applicable –
11 Quantitative and qualitative disclosures about
market risk Note 23 “Capital and financial risk management” 148 to 153
12 Description of securities other than equity
securities
12A Debt securities Not applicable –
12B Warrants and rights Not applicable –
12C Other securities Not applicable –
12D American depositary shares Filed with the SEC –
13 Defaults, dividend arrearages and delinquencies Not applicable –
14 Material modifications to the rights of security
holders and use of proceeds Not applicable –
15 Controls and procedures Governance 44 to 63
Directors’ statement of responsibility: Management’s report
on internal control over financial reporting 89
Report of independent registered public accounting firm 90
16 16A Audit Committee financial expert Board Committees 56 to 63
16B Code of ethics Our US listing requirements 66
16C Principal accountant fees and services Note 3 “Operating profit” 112
Board Committees: Audit and Risk Committee – External
audit 61 and 62
16D Exemptions from the listing standards for audit
committees Not applicable –
16E Purchase of equity securities by the issuer and
affiliated purchasers Not applicable –
16F Change in registrant’s certifying accountant Not applicable –
16G Corporate governance Our US listing requirements 66
16H Mine safety disclosure Not applicable –
17 Financial statements Not applicable –
18 Financial statements Financials1 99 to 176
19 Exhibits Filed with the SEC –
Note:
1 The parent company financial statements together with the associated notes and the audit report relating thereto, on pages 182 to 189 and pages 91 to 98 respectively, should not
be considered to form part of the Company’s Annual Report on Form 20-F.
Forward-looking statements
This document contains “forward-looking statements” within the –– the ability of the Group to integrate new technologies, products and
meaning of the US Private Securities Litigation Reform Act of 1995 services with existing networks, technologies, products and services;
with respect to the Group’s financial condition, results of operations
and businesses, and certain of the Group’s plans and objectives. –– the Group’s ability to generate and grow revenue;
In particular, such forward-looking statements include statements –– a lower than expected impact of new or existing products, services
Overview
with respect to: or technologies on the Group’s future revenue, cost structure and
capital expenditure outlays;
–– the Group’s expectations and guidance regarding its financial
and operating performance, the performance of associates and –– slower than expected customer growth, reduced customer
joint ventures, other investments and newly acquired businesses, retention, reductions or changes in customer spending and
preparation for 5G and expectations regarding customers; increased pricing pressure;
–– intentions and expectations regarding the development of products, –– the Group’s ability to extend and expand its spectrum resources,
services and initiatives introduced by, or together with, Vodafone to support ongoing growth in customer demand for mobile
or by third parties; data services;
–– expectations regarding the global economy and the –– the Group’s ability to secure the timely delivery of high-quality
Strategy
Group’s operating environment and market position, including future products from suppliers;
market conditions, growth in the number of worldwide mobile –– loss of suppliers, disruption of supply chains and greater than
phone users and other trends; anticipated prices of new mobile handsets;
–– revenue and growth expected from the Group’s Enterprise and total –– changes in the costs to the Group of, or the rates the Group may
communications strategy; charge for, terminations and roaming minutes;
–– mobile penetration and coverage rates, MTR cuts, the Group’s ability –– the impact of a failure or significant interruption to the
to acquire spectrum and licences, including 5G licences, expected Group’s telecommunications, networks, IT systems or data
growth prospects in the Europe and AMAP regions and growth protection systems;
in customers and usage generally;
–– the Group’s ability to realise expected benefits from acquisitions,
Performance
–– anticipated benefits to the Group from cost-efficiency programmes, partnerships, joint ventures, franchises, brand licences, platform
including their impact on the absolute indirect cost base; sharing or other arrangements with third parties;
–– possible future acquisitions, including increases in ownership –– acquisitions and divestments of Group businesses and assets and
in existing investments, the timely completion of pending acquisition the pursuit of new, unexpected strategic opportunities;
transactions and pending offers for investments;
–– the Group’s ability to integrate acquired business or assets;
–– expectations and assumptions regarding the Group’s future revenue,
operating profit, adjusted EBITDA, adjusted EBITDA margin, free cash –– the extent of any future write-downs or impairment charges
flow, depreciation and amortisation charges, foreign exchange rates, on the Group’s assets, or restructuring charges incurred as a result
tax rates and capital expenditure; of an acquisition or disposition;
–– expectations regarding the Group’s access to adequate funding for –– developments in the Group’s financial condition, earnings and
Governance
its working capital requirements and share buyback programmes, distributable funds and other factors that the Board takes into
and the Group’s future dividends or its existing investments; and account in determining the level of dividends;
–– the impact of regulatory and legal proceedings involving the Group –– the Group’s ability to satisfy working capital requirements;
and of scheduled or potential regulatory changes. –– changes in foreign exchange rates;
Forward-looking statements are sometimes, but not always, identified –– changes in the regulatory framework in which the Group operates;
by their use of a date in the future or such words as “will”, “anticipates”, –– the impact of legal or other proceedings against the Group or other
“aims”, “could”, “may”, “should”, “expects”, “believes”, “intends”, “plans” companies in the communications industry; and
or “targets”. By their nature, forward-looking statements are inherently
predictive, speculative and involve risk and uncertainty because they –– changes in statutory tax rates and profit mix.
Financials
relate to events and depend on circumstances that will occur in the

future. There are a number of factors that could cause actual results A review of the reasons why actual results and developments may differ
and developments to differ materially from those expressed or implied materially from the expectations disclosed or implied within forward-
by these forward-looking statements. These factors include, but are not looking statements can be found under “Risk management” on pages
limited to, the following: 28 to 34 of this document. All subsequent written or oral forward-
looking statements attributable to the Company or any member of the
–– general economic and political conditions in the jurisdictions in which Group or any persons acting on their behalf are expressly qualified
the Group operates and changes to the associated legal, regulatory in their entirety by the factors referred to above. No assurances can
and tax environments; be given that the forward-looking statements in this document will
be realised. Subject to compliance with applicable law and regulations,
–– increased competition;
Vodafone does not intend to update these forward-looking statements
–– levels of investment in network capacity and the Group’s ability and does not undertake any obligation to do so.
to deploy new technologies, products and services;
–– rapid changes to existing products and services and the
inability of new products and services to perform in accordance
with expectations;
Definition of terms
2G 2G networks are operated using global system for mobile (‘GSM’) technology which offers services such as
voice, text messaging and low speed data. In addition, all the Group’s controlled networks support general
packet radio services (‘GPRS’), often referred to as 2.5G. GPRS allows mobile devices to access IP based data
services such as the internet and email.
3G A cellular technology based on wide band code division multiple access delivering voice and faster
data services.
4G/LTE 4G or long-term evolution (‘LTE’) technology offers even faster data transfer speeds than 3G/HSPA.
5G 5G is the coming fifth-generation wireless broadband technology which will provide better speeds and
coverage than the current 4G.
Adjusted EBIT Operating profit excluding share of results in associates and joint ventures, impairment losses, amortisation
of customer bases and brand intangible assets restructuring costs arising from discrete restructuring plans
and other income and expense. The Group’s definition of adjusted EBIT may not be comparable with similarly
titled measures and disclosures by other companies.
Adjusted EBITDA Operating profit excluding share of results in associates and joint ventures, depreciation and amortisation,
gains/losses on the disposal of fixed assets, impairment losses, restructuring costs arising from discrete
restructuring plans and other income and expense. The Group’s definition of adjusted EBITDA may not be
comparable with similarly titled measures and disclosures by other companies.
Adjusted operating profit Group adjusted operating profit excludes impairment losses, restructuring costs arising from discrete
restructuring plans, amortisation of customer bases and brand intangible assets and other income and
expense.
ADR American depositary receipts is a mechanism designed to facilitate trading in shares of non-US companies
in the US stock markets. The main purpose is to create an instrument which can easily be settled through
US stock market clearing systems.
ADS American depositary shares are shares evidenced by American depositary receipts. ADSs are issued by a
depositary bank and represent one or more shares of a non-US issuer held by the depositary bank. The main
purpose of ADSs is to facilitate trading in shares of non-US companies in the US markets and, accordingly,
ADRs which evidence ADSs are in a form suitable for holding in US clearing systems.
AGM Annual general meeting.
AMAP The Group’s region: Africa, Middle East and Asia-Pacific.
Applications (‘apps’) Apps are software applications usually designed to run on a smartphone or tablet device and provide a
convenient means for the user to perform certain tasks. They cover a wide range of activities including
banking, ticket purchasing, travel arrangements, social networking and games. For example, the
My Vodafone app lets customers check their bill totals on their smartphone and see the minutes, texts and
data allowance remaining.
ARPU Average revenue per user, defined as customer revenue and incoming revenue divided by average customers.
Capital additions (‘capex’) Comprises the purchase of property, plant and equipment and intangible assets, other than licence and
spectrum payments, during the year.
Churn Total gross customer disconnections in the period divided by the average total customers in the period.
Cloud services This means the customer has little or no equipment at their premises and all the equipment and capability
associated with the service is run from the Vodafone network and data centres instead. This removes the need
for customers to make capital investments and instead they have an operating cost model with a recurring
monthly fee.
Converged customer A customer who receives both fixed and mobile services (also known as unified communications) on a single
bill or who receives a discount across both bills.
Customer costs Customer costs include acquisition costs, retention costs and expenses related to ongoing commissions.
Depreciation and other The accounting charge that allocates the cost of a tangible or intangible asset to the income statement
amortisation over its useful life. This measure includes the profit or loss on disposal of property, plant and equipment
and computer software.
Direct costs Direct costs include interconnect costs and other direct costs of providing services.
Enterprise The Group’s customer segment for businesses.
FCA Financial Conduct Authority.
Fixed broadband customer A fixed broadband customer is defined as a customer with a connection or access point to a fixed
data network.
Fixed service revenue Service revenue relating to provision of fixed line (‘fixed’) and carrier services.
FTTC Fibre-to-the-Cabinet involves running fibre optic cables from the telephone exchange or distribution point to
the street cabinets which then connect to a standard phone line to provide broadband.
FTTH Fibre-to-the-Home provides an end-to-end fibre optic connection the full distance from the exchange to the
customer’s premises.
FRC Financial Reporting Council.

Free cash flow Operating free cash flow after cash flows in relation to taxation, interest, dividends received from associates
and investments and dividends paid to non-controlling shareholders in subsidiaries, but before restructuring
costs arising from discrete restructuring plans and licence and spectrum payments. For the year ended
31 March 2016 and 31 March 2015, free cash flow also excluded payments in respect of the Group’s historical
Overview
UK tax settlement.
Gbps Gigabits (billions) of bits per second.
HSPA+ An evolution of high speed packet access (‘HSPA’). An evolution of third generation (‘3G’) technology that
enhances the existing 3G network with higher speeds for the end user.
ICT Information and communications technology.
IFRS International Financial Reporting Standards.
Incoming revenue Comprises revenue from termination rates for voice and messaging to Vodafone customers.
Internet of Things (‘IoT’) The network of physical objects embedded with electronics, software, sensors, and network connectivity,
including built-in mobile SIM cards, that enables these objects to collect data and exchange communications
with one another or a database.
Strategy
IP Internet Protocol is the format in which data is sent from one computer to another on the internet.
IP-VPN A virtual private network (‘VPN’) is a network that uses a shared telecommunications infrastructure, such as
the internet, to provide remote offices or individual users with secure access to their organisation’s network.
Mark-to-market Mark-to-market or fair value accounting refers to accounting for the value of an asset or liability based on the
current market price of the asset or liability.
Mbps Megabits (millions) of bits per second.
Mobile broadband Mobile broadband allows internet access through a browser or a native application using any portable or
mobile device such as smartphone, tablet or laptop connected to a cellular network.
Mobile customer A mobile customer is defined as a subscriber identity module (‘SIM’), or in territories where SIMs do not
exist, a unique mobile telephone number, which has access to the network for any purpose, including data
Performance
only usage.
Mobile service revenue Service revenue relating to the provision of mobile services.
Mobile termination rate (‘MTR’) A per minute charge paid by a telecommunications network operator when a customer makes a call to
another mobile or fixed network operator.
MVNO Mobile virtual network operators, companies that provide mobile phone services under wholesale contracts
with a mobile network operator, but do not have their own licence or spectrum or the infrastructure required
to operate a network.
Net debt Long-term borrowings, short-term borrowings and mark-to-market adjustments on financing instruments
less cash and cash equivalents.
Next generation networks (‘NGN’) Fibre or cable networks typically providing high-speed broadband over 30Mbps.
Net promoter score (‘NPS’) Net promoter score is a customer loyalty metric used to monitor customer satisfaction.
Governance
Operating expenses Operating expenses comprise primarily sales and distribution costs, network and IT related expenditure and
business support costs.
Operating free cash flow Cash generated from operations after cash payments for capital additions (excludes capital licence and
spectrum payments) and cash receipts from the disposal of intangible assets and property, plant and
equipment, but before restructuring costs arising from discrete restructuring plans.
Organic growth An alternative performance measure which presents performance on a comparable basis, both in terms
of merger and acquisition activity and movements in foreign exchange rates. See pages 205 to 213
“Alternative performance measures” for further details.
Other revenue Other revenue includes revenue from connection fees and equipment sales.
Partner markets Markets in which the Group has entered into a partner agreement with a local mobile operator enabling a
Financials
range of Vodafone’s global products and services to be marketed in that operator’s territory and extending
Vodafone’s reach into such markets.
Penetration Number of SIMs in a country as a percentage of the country’s population. Penetration can be in excess of
100% due to customers owning more than one SIM.
Petabyte A petabyte is a measure of data usage. One petabyte is a million gigabytes.
Pps Percentage points.
RAN Radio access network is the part of a mobile telecommunications system which provides cellular coverage to
mobile phones via a radio interface, managed by thousands of base stations installed on towers and rooftops
across the coverage area, and linked to the core nodes through a backhaul infrastructure which can be
owned, leased or a mix of both.

Regulation Impact of industry specific law and regulations covering telecommunication services. The impact of
regulation on service revenue comprises the effect of changes in mobile termination rates and roaming
regulations.
Definition of terms (continued)

Reported growth Reported growth is based on amounts reported in euros as determined under IFRS.
Restructuring costs Costs incurred by the Group following the implementation of discrete restructuring plans to improve
overall efficiency.
RGUs/sub Revenue Generating Units/unique subscriber ratio (‘RGUs/sub’) describes the average number of fixed
services taken by subscribers.
Roaming Allows customers to make calls, send and receive texts and data on other operators’ mobile networks, usually
while travelling abroad.
Service revenue Service revenue comprises all revenue related to the provision of ongoing services including, but not limited
to, monthly access charges, airtime usage, roaming, incoming and outgoing network usage by non-Vodafone
customers and interconnect charges for incoming calls. See pages 205 to 213 “Alternative performance
measures” for further details.
Smartphone penetration The number of smartphone devices divided by the number of registered SIMs (excluding data only SIMs) and
telemetric applications.
SME Small to medium-sized enterprise.
Spectrum The radio frequency bands and channels assigned for telecommunication services.
SRAN Single Radio Access network, which allows 2G, 3G and 4G services to be run from a single piece of equipment.
Supranational An international organisation, or union, whereby member states go beyond national boundaries or interests
to share in the decision making and vote on issues pertaining to the wider grouping.
VGE Vodafone Global Enterprise (‘VGE’), which serves the Group’s biggest multi-national customers.
VoIP Voice over IP is a set of facilities used to manage the delivery of voice information over the internet in digital
form via discrete packets rather than by using the traditional public switched telephone network.
VZW Verizon Wireless, the Group’s former associate in the United States.
Selected financial data

The selected financial data shown below for the years ended 31 March 2016, 2015, 2014 and 2013 has
been restated into euros following the change in the Group’s presentation currency and include the results
of Vodafone India as discontinued operations following the agreement to combine it with Idea Cellular.
Overview
At/for the year ended 31 March 2017 2016 2015 2014 2013
Consolidated income statement data (€m)
Revenue 47,631 49,810 48,385 40,845 41,895
Operating profit/(loss) 3,725 1,320 2,073 (4,722) (2,877)
Strategy
Profit/(loss) before taxation 2,792 (190) 1,734 (5,960) (3,913)
(Loss)/profit for financial year from continuing operations (1,972) (5,127) 7,805 13,900 (4,704)
(Loss)/profit for the financial year (6,079) (5,122) 7,477 71,515 742
Consolidated statement of financial position data (€m)
Total assets 154,684 169,107 169,579 147,536 163,956
Total equity 73,719 85,136 93,708 86,919 85,921
Total equity shareholders’ funds 72,200 83,325 91,510 85,733 84,722
Earnings per share1,2
Weighted average number of shares (millions)
Performance
– Basic 27,971 26,692 26,489 26,472 26,831
– Diluted 27,971 26,692 26,629 26,682 26,831
Basic (loss)/earnings per ordinary share (22.51)c (20.25)c 27.48c 269.41c 1.65c
Diluted (loss)/earnings per ordinary share (22.51)c (20.25)c 27.33c 267.29c 1.65c
Basic (loss)/earnings per share from continuing operations (7.83)c (20.27)c 28.72c 51.77c (18.64)c
Cash dividends1,3
Amount per ordinary share (eurocents) 14.77c – – – –
Amount per ADS (eurocents) 147.7c – – – –
Amount per ordinary share (pence) – 11.45p 11.22p 11.00p 10.19p
Governance
Amount per ADS (pence) – 114.5p 111.2p 110.0p 101.9p
Amount per ordinary share (US cents) 18.52c 16.49c 16.65c 18.31c 15.49c
Amount per ADS (US cents) 182.5c 164.9c 166.5c 183.1c 154.9c
Other data
Ratio of earnings to fixed charges4 2.1 – 2.2 – 1.9
Deficiency between fixed charges and earnings (€m)4 – 159 – 485 –
Notes:
1 See note 8 to the consolidated financial statements, “Earnings per share”. Earnings and dividends per ADS is calculated by multiplying earnings per ordinary share by ten, the number of ordinary
shares per ADS.
2 On 19 February 2014, we announced a “6 for 11” share consolidation effective 24 February 2014. This had the effect of reducing the number of shares in issue from 52,821,751,216 ordinary
Financials
shares (including 4,351,833,492 ordinary shares held in Treasury) as at the close of business on 18 February 2014 to 28,811,864,298 new ordinary shares in issue immediately after the share
consolidation on 24 February 2014. Earnings per share for the year ended 31 March 2013 has been restated accordingly.
3 The final dividend for the year ended 31 March 2017 was proposed by the Directors on 16 May 2017 and is payable on 4 August 2017 to holders of record as of 9 June 2016. The total dividends
have been translated into US dollars at 31 March 2017 for purposes of the above disclosure but the dividends are payable in US dollars under the terms of the ADS depositary agreement.
4 For the purposes of calculating these ratios, earnings consist of loss or profit before tax adjusted for fixed charges, dividend income from associates, share of profits and losses from associates,
interest capitalised and interest amortised. Fixed charges comprise one third of payments under operating leases, representing the estimated interest element of these payments, interest
payable and similar charges, interest capitalised and preferred share dividends.
Vodafone, the Vodafone Portrait, the Vodafone

Speechmark, Vodacom, M-Pesa, M-Pawa and Vodafone
One are trade marks of the Vodafone Group. The

Vodafone Rhombus is a registered design of the Text printed on revive 50 silk which is made from
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mentioned herein may be the trade marks of their on revive 100 silk, made entirely from de-inked
respective owners. post-consumer waste. Both products are Forest
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Annual Report on Form 20-F. accreditation for environmental management.
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Vodafone Group Plc
Vodafone Group Plc Annual Report 2017

Registered Office:
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Vodafone Group Plc Annual Report 2017 87

Reporting our financial performance…

Vodafone India India impairment Tax reporting Alternative performance

100 Consolidated statement

137 17. Provisions 167 32. Subsequent events

Directors’ statement of responsibility

Financial statements and accounting records Directors’ responsibility statement

Going concern Management’s report on internal control

and included in each of his reports to the Board.

successfully. Accordingly, the Directors continue to adopt the going

Report of independent registered public accounting firm

Audit report on the consolidated and parent company financial statements

Independent auditors’ report to the members of Vodafone Group Plc

Separate opinion in relation to IFRSs as issued by the IASB

–– Revenue recognition – accuracy of revenue recorded given the complexity of systems.

The scope of our audit and our areas of focus

Area of focus How our audit addressed the area of focus

Area of focus How our audit addressed the area of focus

statements was sufficient.

Area of focus How our audit addressed the area of focus

Area of focus How our audit addressed the area of focus

relationships we examined the respective hedging instrument to assess its

No issues were noted from our testing.

How we tailored the audit scope

Other required reporting

Adequacy of accounting records and information and explanations received

We have no exceptions to report arising from this responsibility.

Responsibilities for the financial statements and the audit

Andrew Kemp (Senior Statutory Auditor)

Consolidated income statement

Fair value losses/(gains) transferred to the income statement 4 – (11)

Consolidated statement of financial position

Non-controlling interests 1,525 1,817 2,207

Total equity 73,719 85,136 93,708

Consolidated statement of changes in equity

Group’s pre-existing equity interest in the acquired subsidiary at fair value.

Consolidated statement of cash flows

Cash flows from financing activities

Notes to the consolidated financial statements

Critical accounting judgements and key sources of estimation uncertainty

Notes to the consolidated financial statements (continued)

1. Basis of preparation (continued)

Recognition of deferred tax assets

Notes to the consolidated financial statements (continued)

1. Basis of preparation (continued)

New accounting pronouncements adopted on 1 April 2016

New accounting pronouncements to be adopted on 1 April 2017

New accounting pronouncements to be adopted on or after 1 April 2018

Notes to the consolidated financial statements (continued)

1. Basis of preparation (continued)

Notes to the consolidated financial statements (continued)

2. Segmental analysis (continued)

Segmental revenue and profit

31 March 2016 restated

31 March 2015 restated

Segmental assets and cash flow

Germany 27,008 2,559 4 3,275 – 1,282

Other AMAP 6,799 1,182 43 1,147 – 531

Notes to the consolidated financial statements (continued)

100 Consolidated statement

137 17. Provisions 167 32. Subsequent events

Interest rate and currency of borrowings is as follows:  