Vodafone Regulatory News (VOD)

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 and persons discharging managerial responsibilities ("PDMRs") of the Company:

(1)      These share awards which were granted on 30 June 2009 have vested following assessment of the performance and employment conditions to which the awards were subject.  The awards were granted in accordance with the rules of the Vodafone Global Incentive Plan.  Based on the adjusted free cash flow for the three year period ended on 31 March 2012 and a multiplier based on Total Shareholder Return ("TSR") relative to a peer group for the same period, 100% of the shares comprised in the awards have vested.

(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 (CEFS) were sold on behalf of the PDMRs on 2 July 2012, inter alia, to satisfy the tax liabilities arising on the vesting of the awards. These share sales were made at 177.286 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 2 July 2012 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.

In addition, the Company has been advised by UBS CEFS that on 2 July 2012 Messrs Halford, Pusey and Schellekens sold additional 486,146 shares, 147,986 shares and 85,491shares respectively, at 177.286 pence per share.  These shares were originally committed by them and held by UBS Trustees (Jersey) Limited under the terms of their co-investment in 2009.  As a result of the 30 June 2009 share awards vesting these shares have been released and sold by UBS on their behalf.

* Denotes Director of the Company

As a result of the above, the interests in shares (excluding share options and unvested incentive shares) of the following Directors are as follows:

Vittorio Colao                         6,418,640

Andrew Halford                      2,050,330

Michel Combes                      2,966,211

Stephen Pusey                      1,122,350

The Company was notified of these changes on 3 July 2012.