VODAFONE GROUP PLC

('the Company')

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL

RESPONSIBILITY OR CONNECTED PERSONS 

In accordance with Disclosure and Transparency Rule 3.1.4R(1), the Company gives notice that on 30 September 2015 it was advised of the following changes in share interests of directors and persons discharging managerial responsibilities ("PDMRs") of the Company:

^* Denotes Director of the Company

(1) An interest in Ordinary Shares of US$0.20 ²⁰/₂₁ each was acquired at the price of 207.25 pence per share on 30 September 2015 and, in the case of Serpil Timuray, an interest in Ordinary Shares of US$0.20 ²⁰/₂₁ each in the Company was acquired at the price of 207.42 pence per share on 29 September 2015.  These shares will be used for the purpose of co-investment.

(2) Conditional awards of shares were granted on 30 September 2015 by the Company. The awards have been granted in accordance with the Vodafone Global Incentive Plan (incorporating co-investment). The vesting of these awards is conditional on continued employment with the Vodafone Group, retention of co-investment 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.

(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.

In addition , the Company announces that notification was received on 30 September 2015 that Nick Read exercised options granted over 257,838 Ordinary Shares of US$0.20 ²⁰/₂₁ each in the Company at a price of 136 pence per Ordinary Share on 1 July 2005.  211,456 shares were sold at a price of 206.892 pence per Ordinary Share solely to defray the costs of exercise and the associated tax and NI charges.  The remaining 46,382 Ordinary Shares have been retained.

As a result of the above, Vittorio Colao now has an interest in 10,906,223 Ordinary Shares and Nick Read has an interest in 2,086,257 Ordinary Shares (both excluding share options and unvested incentive shares).