Vodafone Regulatory News (VOD)

3 March 2022 

VODAFONE STAKE IN INDUS TOWERS LIMITED

Further to the announcement on 23 February 2022, Vodafone Group ("Vodafone") confirms that on 24 February 2022 the sale of 63.6 million shares in Indus Towers Limited ("Indus") was successfully executed through an accelerated book build offering (the "Placing") at a price of INR 226.84 per Indus share (the "Placing Price"). The Placing generated net proceeds of approximately INR 14.2 billion (US$189 million).

Following the Placing, Vodafone entered into an agreement with Bharti Airtel Limited (one of the existing promoters of Indus, "Bharti"), to sell a further 127.1 million shares in Indus at a price which will be the lower of:

i) the Placing Price less the broker fees associated with the Placing (resulting in a price of INR224.5763 per share); and

ii) the volume weighted average price of Indus, calculated over a trading period up to the date when all conditions to completion have been satisfied, less the 9.9% discount at which the Placing was completed, less the 1% broker fees associated with the Placing.

Vodafone notes the announcement made by Vodafone Idea Limited ("Vi") on 3 March 2022 approving an equity raise of up to INR 45 billion (US$600 million) by way of a preferential allotment (the "Vi Capital Raise") and the scheduled meeting of VIL shareholders on 26 March 2022 to approve the Vi Capital Raise. Vodafone intends to contribute up to INR 33.75 billion (US$450 million), in the Vi Capital Raise, from net proceeds realised through the sale of the Primary Shares. Vodafone has the option to contribute any residual proceeds from the sale of the Primary Shares as capital to Vi before 15 July 2022. Any residual proceeds that are not contributed to Vi will be available to Indus until 19 November 2022 to guarantee Vi's obligations under the Master Services Agreements.

Following completion of the sale of shares to Bharti, Vodafone would retain 567.2 million shares in Indus, equivalent to a 21.0% shareholding (the "Residual Shareholding"). Vodafone continues to be in discussions with several interested parties in relation to a potential sale of the Residual Shareholding. There is no certainty that an agreement will be reached in relation to such a sale. Indus will continue to have a secondary pledge over the Residual Shareholding ranking behind the security provided to Vodafone's existing lenders for the €1.4 billion loan utilised to fund Vodafone's contribution to the Vi rights issue in 2019.

A further announcement will be made when appropriate.

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Disclaimer

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

Forward-looking Statements

This announcement contains "forward-looking statements" within the meaning of the US Private Securities Litigation Reform Act of 1995 with relation to Vodafone's sale of the Primary Shares, including the use of proceeds therefrom, as well as Vodafone's participation in the Vi Capital Raise and a potential sale of the Residual Shareholding.

Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "will", "would" or "intend" (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual developments to differ materially from those expressed or implied by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to Vodafone or any member of the Vodafone group, or any persons acting on their behalf are expressly qualified in their entirety by such factors. No assurances can be given that the forward-looking statements in this announcement will be realised. Any forward-looking statements are made as of the date of this announcement.

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