Vodafone Regulatory News (VOD)

27 July 2020

Vodafone Group Plc ("the Company")

Notice of Board Change and Withdrawal of AGM Resolution

The Company announces that it has received notice from David Thodey, Non-Executive Director of the Company, of his resignation from the Board. Accordingly, he will not seek re-election at tomorrow's Annual General Meeting.

David has decided to step down from the Board in view of the fact that his other commitments could be regarded as affecting his ability to make a full contribution to the Board.

The Company has no immediate plans to make any further Board appointments at this stage, as it considers the composition of the Board will remain appropriate in terms of its size, independence, and diversity.

Vodafone Group Chairman Gerard Kleisterlee said:

"On behalf of the Board, senior executive management, and all Vodafone Group Plc colleagues, we accept David's resignation with regret but understand his decision. I would like to thank David for his valuable contributions to the Board over the last year."

As the Company's AGM Notice has already been issued, the Company confirms that the resolution to reappoint Mr. Thodey as a non-executive director of the Company (resolution number 13) is now withdrawn. The withdrawal of resolution number 13 does not otherwise affect the validity of the Notice of Meeting, the proxy form or any proxy votes already submitted on other proposed resolutions. The numbering of all other proposed resolutions at the AGM will remain unchanged.

This announcement is made in compliance with the Company's obligations under the Listing Rules, specifically Rule 9.6.11.

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