e& announces increased investment in Vodafone

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "UK TAKEOVER CODE")

FOR IMMEDIATE RELEASE

7 December 2022

e& announces increased investment in Vodafone Group plc ("Vodafone")

Emirates Telecommunications Group Company PJSC ("e&") (formerly known as Etisalat Group) announces today that, through its wholly-owned subsidiary Atlas 2022 Holdings Limited, it has increased its stake in Vodafone to aggregate 3,015.5 million shares, representing 11% of Vodafone's issued share capital (excluding treasury shares).

The rationale of e&'s investment in Vodafone is unchanged from the original investment, as announced on 14 May 2022, which is to gain significant exposure to a world leader in connectivity and digital service at an attractive valuation. e& has no intention to make an offer for Vodafone. This is a statement to which Rule 2.8 of the UK Takeover Code applies.

Atlas 2022 Holdings Limited was established solely for the purpose of holding the shares in Vodafone.

Rule 2.8 statement

e& hereby confirms that it does not intend to make an offer for Vodafone. This is a statement to which Rule 2.8 of the UK Takeover Code applies. For the purposes of Rule 2.8 of the UK Takeover Code, e&, on behalf of itself and any person acting in concert with it, reserves the right to announce or participate in an offer or possible offer for Vodafone and/or to take any other action which would otherwise be restricted under Rule 2.8 of the UK Takeover Code within six months after the date of this announcement in the following circumstances:

(a) with the agreement of the board of directors of Vodafone;

(b) following the announcement by or on behalf of a third party of a firm intention to make an offer for Vodafone;

(c) following the announcement by Vodafone of a proposal for a "whitewash" (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the UK Takeover Code) or for a reverse takeover (as defined in the UK Takeover Code); or

(d) if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers).