Vodafone Group Plc ("the Company")

In accordance with Disclosure and Transparency Rule 3.1.4R(1), the Company gives notice of the following changes in share interests of directors, persons discharging managerial responsibilities ("PDMRs") of the Company and their connected persons:

^* Denotes Director of the Company

(1) Conditional awards of shares were granted on 26 June 2015 by the Company. The awards have been granted in accordance with the Vodafone Global Incentive Plan.  The vesting of these awards is conditional on continued employment with the Vodafone Group and on the satisfaction of a performance condition approved by the Remuneration Committee. The performance condition is based on free cash flow performance with a multiplier that is based on comparative total shareholder return ("TSR") performance. The free cash flow performance is based on a three year cumulative adjusted free cash flow figure. The target adjusted free cash flow level is set by reference to the Company's three year plan and market expectations; 100% of the award will vest for target performance, rising to 125% vesting for maximum performance. The multiplier is based on the TSR of the Company over the three year performance period 1 April 2015 to 31 March 2018 relative to a peer group of seven companies within the Telecoms sector. There will be no increase in vesting until TSR performance exceeds median, at which point the multiplier will increase up to two on a linear basis for upper quintile performance. The maximum vesting is 250%: for maximum free cash flow performance (125%) and maximum TSR performance (multiplier of 2). For further details of the Plan, please see page 90 of the Company's 2015 Annual Report, available at www.vodafone.com/investor.

(2) An additional conditional award of shares was granted on 26 June 2015 by the Company.  The award was granted in accordance with the rules of the Vodafone Global Incentive Plan, will vest in two years from grant and is conditional on continued employment with the Vodafone Group.

(3) The Directors and other PDMRs are subject to the Company's share ownership guidelines, which provide that they will acquire and maintain minimum levels of shareholding. The levels are four times salary for the Chief Executive, three times salary for other Board Directors and two times salary for the other PDMRs, who are members of the Executive Committee.

The Company was notified of these changes on 26 June 2015.