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)     These share awards which were granted on 26 June 2013 have vested.  The awards were granted in accordance with the rules of the Vodafone Global Incentive Plan and were in relation to achievements under the annual bonus for the 2012/13 performance year.  The vesting of these awards, was two years from grant, incorporates dividend equivalent awards accrued during the vesting period and was conditional on continued employment with the Vodafone Group.

(2)     The figures in column B are the number of shares of those listed in column A that the Company has been advised by UBS Corporate Employee Financial Services International ("UBS CEFS") were sold on behalf of the PDMRs on 26 June 2015, inter alia, to satisfy the tax liabilities arising on the vesting of the awards.  These share sales were made at 238.0909 pence per share.

(3)     The figures in column C are the number of shares that the Company has been advised by UBS CEFS were on 26 June 2015 transferred to the PDMRs in satisfaction of the vesting of the awards  disclosed in column A, after deduction of shares sold as disclosed in column B.

As a result of the above, the interest in shares (excluding share options and unvested incentive shares) of the following Director is as follows:

Nick Read                                              1,853,298

The Company was notified of these changes on 29 June 2015.