Vodafone Group PLC — Capital/Financing Update 2009

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Filed pursuant to Rule 433 Registration Statement No. 333-144978

June 3, 2009

Final Term Sheet

$2,500,000,000

Vodafone Group Public Limited Company

$1,250,000,000 4.150% Notes due June 2014 $1,250,000,000 5.450% Notes due June 2019

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll free at 1-888-227-2275, Ext. 2663, Goldman, Sachs & Co. at Prospectus Department, 1-212-902-1171, HSBC Securities (USA) Inc. toll free at 1-866-811-8049 or Morgan Stanley & Co. Incorporated toll free at 1-866-718-1879 .

4.150% Notes due June 2014 (the “Tranche 1 Notes”)

| Maturity Date | We will repay the Tranche 1 Notes on
June 10, 2014 at 100% of their
principal amount plus accrued interest. |
| --- | --- |
| Issue Date | June 10, 2009. |
| Issue Price | 99.933% of the principal amount, plus
accrued interest, if any, from and
including June 10, 2009, if delivery
occurs after that date. |
| Interest Rate | 4.150% per annum. |
| Interest Payment Dates | Semi-annually on June 10 and December
10 of each year, commencing December
10, 2009, up to and including the
maturity date for the Tranche 1 Notes,
subject to the applicable business day
convention. |
| Business Day Convention | Following. |
| Day Count Fraction | 30/360. |
| Optional Make-Whole Redemption | We have the right to redeem the Tranche
1 Notes, in whole or in part, at any
time and from time to time at a
redemption price equal to the greater
of (1) 100% of the principal amount of
such Notes plus accrued interest to the
date of redemption and (2) as |

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determined by the quotation agent, the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate, plus 30 basis points, together with accrued interest to the date of redemption.

5.450% Notes due June 2019 (the “Tranche 2 Notes” and, together with the Tranche 1 Notes, the “Notes”)

| Maturity Date | We will repay the Tranche 2 Notes on
June 10, 2019 at 100% of their
principal amount plus accrued interest. |
| --- | --- |
| Issue Date | June 10, 2009. |
| Issue Price | 99.741% of the principal amount, plus
accrued interest, if any, from and
including June 10, 2009, if delivery
occurs after that date. |
| Interest Rate | 5.450% per annum. |
| Interest Payment Dates | Semi-annually on June 10 and December
10 of each year, commencing December
10, 2009, up to and including the
maturity date for the Tranche 2 Notes,
subject to the applicable business day
convention. |
| Business Day Convention | Following. |
| Day Count Fraction | 30/360. |
| Optional Make-Whole Redemption | We have the right to redeem the Tranche
2 Notes, in whole or in part, at any
time and from time to time at a
redemption price equal to the greater
of (1) 100% of the principal amount of
such Notes plus accrued interest to the
date of redemption and (2) as
determined by the quotation agent, the
sum of the present values of the
remaining scheduled payments of
principal and interest on such Notes
(excluding any portion of such payments
of interest accrued as of the date of
redemption) discounted to the
redemption date on a semi-annual basis
(assuming a 360-day year consisting of
twelve 30-day months) at the adjusted
treasury rate, plus 30 basis points,
together with accrued interest to the
date of redemption. |

The following terms apply to each of the Notes:

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