Vodafone Group Public LTD Co Sample Contracts

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Standard Contracts

Debt Securities
Underwriting Agreement • December 5th, 2003 • Vodafone Group Public LTD Co • Radiotelephone communications • New York
AND
Deposit Agreement • June 30th, 1999 • Vodafone Airtouch Public Limited Co • Radiotelephone communications • New York
DEPOSIT AGREEMENT
Deposit Agreement • June 9th, 2017 • Vodafone Group Public LTD Co • Radiotelephone communications • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of February 27, 2017, by and among (i) VODAFONE GROUP PLC, a company incorporated under the laws of England and Wales (together with its successors (the “Company”), (ii) DEUTSCHE BANK TRUST COMPANY AMERICAS, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).

Form of Underwriting Agreement Vodafone Group Public Limited Company Debt Securities
Underwriting Agreement • July 26th, 2023 • Vodafone Group Public LTD Co • Radiotelephone communications

From time to time Vodafone Group Public Limited Company, a public limited company incorporated in England and Wales (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine and, subject to the terms and conditions stated herein and therein, to issue and sell to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”).

Dated 23 January 2014 VODAFONE GROUP PUBLIC LIMITED COMPANY and Nicholas Johnathan Read SERVICE AGREEMENT
Service Agreement • June 10th, 2014 • Vodafone Group Public LTD Co • Radiotelephone communications • England and Wales
AGREEMENT
Term and Revolving Credit Facility • April 22nd, 1999 • Vodafone Group Public Limited Co • Radiotelephone communications • England
STOCK PURCHASE AGREEMENT Dated as of September 2, 2013, among VODAFONE GROUP PLC, VODAFONE 4 LIMITED and VERIZON COMMUNICATIONS INC.
Stock Purchase Agreement • June 10th, 2014 • Vodafone Group Public LTD Co • Radiotelephone communications • New York

This STOCK PURCHASE AGREEMENT, dated as of September 2, 2013 (this “Agreement”), is hereby entered into among Vodafone Group Plc, an English public limited company (“Vodafone”), Vodafone 4 Limited, an indirect wholly owned Subsidiary of Vodafone (“Seller”), and Verizon Communications Inc., a Delaware corporation (“Verizon”).

Dated 26 May 2009 VODAFONE GROUP PUBLIC LIMITED COMPANY and Stephen Charles Pusey SERVICE AGREEMENT
Service Agreement • June 1st, 2009 • Vodafone Group Public LTD Co • Radiotelephone communications • England and Wales
REGISTRATION RIGHTS AGREEMENT by and between Vodafone Group Plc and Emirates Telecommunications Group Company PJSC
Registration Rights Agreement • June 21st, 2023 • Vodafone Group Public LTD Co • Radiotelephone communications • New York

THIS REGISTRATION RIGHTS AND SELL-DOWN COOPERATION AGREEMENT (the “Agreement”) is made and entered into as of 11 May 2023 by and among VODAFONE GROUP PLC, a public limited liability company incorporated under the laws of England and Wales (the “Company”) and EMIRATES TELECOMMUNICATIONS GROUP COMPANY PJSC, a public joint-stock company incorporated under the laws of the United Arab Emirates (“e&” and, together with its Affiliates or successors, and permitted assigns from time to time that hold or beneficially own Registrable Securities of the Company, the “Holders” and each an “Holder”).

FACILITY AGREEMENT DATED 9 March 2011 US$4,015,000,000 REVOLVING CREDIT FACILITY for VODAFONE GROUP PLC ALLEN & OVERY LLP LONDON
Facility Agreement • June 17th, 2011 • Vodafone Group Public LTD Co • Radiotelephone communications • England
SUBSCRIPTION AGREEMENT VODAFONE GROUP PLC
Subscription Agreement • June 10th, 2016 • Vodafone Group Public LTD Co • Radiotelephone communications • England
Dated: 26 July 2018 VODAFONE GROUP PUBLIC LIMITED COMPANY and Margherita Della Valle SERVICE AGREEMENT
Service Agreement • June 7th, 2019 • Vodafone Group Public LTD Co • Radiotelephone communications • England and Wales
Execution Version
Facility Agreement • June 8th, 2018 • Vodafone Group Public LTD Co • Radiotelephone communications

USD3,935,000,000 (as increased to USD4,090,000,000) facility agreement dated 27 February 2015 between, among others, Vodafone, the Mandated Lead Arrangers as listed therein and The Royal Bank of Scotland plc as Agent (the Credit Agreement)

Dated 26th June, 2003 As amended by Supplemental Agreement dated 11th August, 2003 REVOLVING CREDIT FACILITY for VODAFONE GROUP PLC ALLEN & OVERY London BK:1062877.14
364 Day Facility Agreement • June 9th, 2004 • Vodafone Group Public LTD Co • Radiotelephone communications • New York
LENDER ACCESSION AGREEMENT
Lender Accession Agreement • June 11th, 2003 • Vodafone Group Public LTD Co • Radiotelephone communications

Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement.

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DATED 1 JULY 2010 EURO 4,000,000,000 REVOLVING CREDIT FACILITY for VODAFONE GROUP PLC ALLEN & OVERY ALLEN & OVERY LLP LONDON
5 Year Facility Agreement • June 17th, 2011 • Vodafone Group Public LTD Co • Radiotelephone communications • England
AMENDMENT AND RESTATEMENT OF THE CONTRIBUTION AGREEMENT
Contribution Agreement • June 9th, 2017 • Vodafone Group Public LTD Co • Radiotelephone communications

Unless otherwise specified below, capitalised words used but not defined in this Agreement have the meaning given to them in the CTA (as amended from time to time).

NOVATION CERTIFICATE
Novation Certificate • July 2nd, 2020 • Vodafone Group Public LTD Co • Radiotelephone communications
Vodafone Group Plc — U.S.$3,935,000,000 Revolving Credit Agreement dated 27 February 2015 (the “Credit Agreement”)
Revolving Credit Agreement • June 10th, 2016 • Vodafone Group Public LTD Co • Radiotelephone communications

Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement.

Vodafone Group Plc —US$4,015,000,000 Revolving Credit Agreement dated 9 March 2011 (the “Credit Agreement”)
Revolving Credit Agreement • June 17th, 2011 • Vodafone Group Public LTD Co • Radiotelephone communications • England

Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement.

Contract
Agreement of Resignation, Appointment and Acceptance • June 9th, 2008 • Vodafone Group Public LTD Co • Radiotelephone communications • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of July 24, 2007 by and among VODAFONE GROUP Plc (formerly known as Vodafone Airtouch Public Limited Company), a public limited company incorporated under the laws of England and Wales and having its principal office at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England (the “Company”), THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York and having its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (“Successor Trustee”) and CITIBANK, N.A., a national banking association duly organized and existing under the laws of the United States of America and having its principal corporate trust office at 388 Greenwich Street, New York, New York 10013 (“Resigning Trustee”). RECITALS: WHEREAS, there are currently outstanding various issues of the Company’s Debt Securities, in the aggregate principal amounts and as described on

LENDER ACCESSION AGREEMENT
Lender Accession Agreement • June 7th, 2019 • Vodafone Group Public LTD Co • Radiotelephone communications

Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement.

LENDER ACCESSION AGREEMENT
Lender Accession Agreement • June 7th, 2019 • Vodafone Group Public LTD Co • Radiotelephone communications

Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement.

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