Vodafone Regulatory News (VOD)

23 February 2022

VODAFONE TO SELL PARTIAL STAKE IN INDUS TOWERS LIMITED

Vodafone Group Plc ("Vodafone") holds 757.8 million shares in Indus Towers Limited ("Indus"), equivalent to a 28.1% shareholding. 190.7 million of these shares, equivalent to a 7.1% shareholding, are currently pledged to Indus (the "Primary Shares") as part of the security arrangements entered into between Vodafone and Indus (the "Security Arrangements") at the time of the merger of Indus Towers with Bharti Infratel.

Vodafone announces that it has launched a placing of 63.6 million Primary Shares in Indus through an accelerated book build offering (the "Placing"). This represents 2.4% of Indus' outstanding share capital.

Vodafone is also in advanced discussions with one of the largest shareholders in Indus for the purchase of up to 127.1m Indus shares from Vodafone, or 4.7% of Indus' outstanding share capital, which represents the remaining balance of Primary Shares. The terms of such an agreement are currently being discussed and there can be no certainty that the sale will proceed. Should the sale be completed, Vodafone would retain 567.2 million shares in Indus, or a 21.0% shareholding (the "Residual Shareholding").

In addition, Vodafone is also in discussions with several interested parties in relation to a potential sale of the Residual Shareholding. A further announcement will be made as soon as practicable if any further agreements are reached.

Vodafone and the Aditya Birla Group ("ABG"), the promoters of Vodafone Idea Limited ("Vi"), are committed to support Vi in its efforts to strengthen its balance sheet. The first step in this process included the conversion of US$2.1bn of AGR and spectrum interest into equity, which will make the Indian Government the largest shareholder of Vi. Vodafone and ABG intend to contribute towards an issue of equity shares by Vi (a "Capital Raise") once the terms of such a Capital Raise have been evaluated and decided on by the Board of Directors of Vi.

Vodafone and Indus have modified the Security Arrangements in order to allow Vodafone to dispose of the pledged Primary Shares and use the proceeds to participate in an issue of new shares by Vi, referenced above. The modified terms will continue to provide security to Indus for an equivalent amount of payments by Vi under the Master Services Agreements. Any residual proceeds from the sale of the Primary Shares that are not used by Vodafone to subscribe for new shares in Vi will be available to Indus until 19 November 2022 to guarantee Vi's obligations under the Master Services Agreements.

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 the regarding the purchase of Primary Shares from Vodafone by one of Indus' largest shareholders and Vodafone's sale of the Residual Shareholding, including the use of proceeds therefrom, as well as Vodafone's participation in a Capital Raise.

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.

About Vodafone

Vodafone is a leading telecommunications company in Europe and Africa. Our purpose is to "connect for a better future" enabling an inclusive and sustainable digital society. Our expertise and scale gives us a unique opportunity to drive positive change for society. Our networks keep family, friends, businesses and governments connected and - as COVID-19 has clearly demonstrated - we play a vital role in keeping economies running and the functioning of critical sectors like education and healthcare.

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