This report on Form 6-K includes the following items: 

Certain information is taken from the previously published results of Vodafone Group Plc for the year ended 31 March 2025. This report on Form 6-K should be read in conjunction with the Group’s Annual Report on Form 20-F for the year ended 31 March 2025. In particular the following sections:

The terms ‘Vodafone’, the ‘Group’, ‘we’, ‘our’ and ‘us’ refer to Vodafone Group Plc (‘the Company’), and as applicable, its subsidiaries and/or its interest in joint ventures and/or associates.

Vodafone Group Plc   H1 FY26 Results

Financial highlights

Operational highlights

2

Vodafone Group Plc		H1 FY26 Results

Operational Progress

During the first half of the year, we delivered operational progress with our strategic priorities, providing further confidence to generate sustainable cash flow growth over the medium term.

Germany

UK

Other Europe and Türkiye

Africa

Generative AI

3

Vodafone Group Plc		H1 FY26 Results

Financial Review

Financial results

Notes:

4

Vodafone Group Plc		H1 FY26 Results

Cash flow, funding & dividend

Notes:

Dividend Policy

In line with the ambition to grow the dividend within the capital allocation policy announced in February 2024 and having now completed the merger in the UK, we are committing to a progressive dividend policy, reflecting our medium-term outlook for Adjusted free cash flow growth. For FY26 we expect to grow the full year dividend per share by 2.5%. Going forwards the interim dividend will be set each year at 50% of the prior full year dividend.

5

Vodafone Group Plc		H1 FY26 Results

Segment performance

Geographic performance summary

Notes:

6

Vodafone Group Plc		H1 FY26 Results

Germany ⫶ Return to service revenue growth in Q2

Note:

Growth

Total revenue decreased by 2.1% to €6.0 billion as a result of lower service and equipment revenue. Service revenue declined 1.4% (Q1: -3.2%, Q2: 0.5%) including a -1.5 percentage point impact (Q1: -2.9 percentage point, Q2: nil) from the end of bulk TV contracting in Multi Dwelling Units (‘MDUs’). Service revenue returned to growth in Q2 supported by the end of the MDU impact and higher mobile wholesale revenue.

Fixed service revenue decreased by 5.2% (Q1: -8.0%, Q2: -2.3%). The MDU transition had a 2.7 percentage point impact (Q1: -5.3 percentage point, Q2: nil). Excluding this, our performance was primarily impacted by lower TV ARPU.

Mobile service revenue grew by 3.3% (Q1: 2.7%, Q2: 3.8%) driven by higher wholesale revenue as we continued to migrate 1&1 customers onto our network, partially offset by ARPU pressure from higher competitive intensity in the mobile market. By the end of Q2, we had successfully migrated 10.5 million 1&1 customers and expect revenues to reach full run-rate in Q4 FY26.

Vodafone Business service revenue declined by 1.2% (Q1: -0.9%, Q2: -1.6%), as pressure in core connectivity services was partially offset by digital services demand.

Adjusted EBITDAaL declined by 4.3%, of which a -2.4 percentage point impact related to the MDU transition. Excluding this impact, the decline in Adjusted EBITDAaL was largely driven by the continued impact of higher commercial investment in the prior year. The Adjusted EBITDAaL margin was 0.9 percentage points lower year-on-year at 36.5%.

Customers

Our broadband customer base declined by 49,000 in H1 (Q1: -23,000, Q2: -26,000). During H1, our focus remained on driving value through front-book ARPU improvements and lower promotional activity. We continue to be the largest provider of fixed line gigabit connectivity in Germany, as we market gigabit speeds to almost 75% of homes, with 5 million fibre households passed beyond our own cable footprint of 25 million households. Our OXG joint venture’s fibre buildout is gaining momentum with 350,000 households now passed. Our TV customer base increased by 90,000 (Q1: 28,000, Q2: 62,000) reflecting our strategy to bundle basic TV services with broadband. This was partially offset by the ongoing decline in demand for standalone linear TV services.

Our mobile contract customer base declined by 37,000 (Q1, -36,000, Q2: -1,000) in H1, due to low ARPU Business disconnections and the continued reduction of customers through resellers’ channels, in the context of a highly competitive mobile market. Contract churn is lower year-on-year, supported by ongoing investments in customer experience. We also connected a further 4.7 million IoT devices.

Operational actions

We continue to invest in our network, customer experience, brand and in Business digital services. Our Net Promoter Score on our cable network continued to improve and is now at its highest-ever level, and we have once again been recognised as a leader in independent network tests results. In May 2025, we announced that Vodafone will be the new main sponsor of eight-time German football champions, Borussia Dortmund, for the next five years. In August 2025, we expanded our new mobile device financing offer to all sales channels and launched a five-year warranty, providing customers with greater flexibility and support. In fixed broadband, we have taken several actions to support our front-book value. On 30 October 2025, we announced that we had entered into a binding agreement to acquire 100% of Skaylink enabling our Business and public sector customers to access an enhanced suite of digital services and support.

7

Vodafone Group Plc		H1 FY26 Results

Note:

Growth

Total revenue increased by 27.9% to €4.4 billion due to the consolidation of Three UK’s financial results following the completion of the merger on 31 May 2025. Service revenue increased by 26.7%, with organic growth in service revenue of 1.1% (Q1: 0.9%, Q2: 1.2%) as growth in Consumer broadband and Wholesale was partially offset by a decline in Business.

Mobile service revenue grew by 35.8% (Q1: 19.6%, Q2: 51.6%). Organic growth in mobile service revenue was 0.4% (Q1: 0.4%, Q2: 0.4%), as growth in Wholesale was largely offset by a decline in the Three UK Consumer contract base and ARPU pressure in Business.

Fixed service revenue grew by 2.4% (Q1: 3.1%, Q2: 1.8%) and organic growth in fixed service revenue was 3.5% (Q1: 2.7%, Q2: 4.3%) with continued growth in Consumer broadband, partially offset by a decline in Business.

Vodafone Business service revenue increased by 0.4% (Q1: -0.8% Q2: 1.5%). On an organic basis, Vodafone Business service revenue decreased by 2.3% (Q1: -3.0%, Q2: -1.7%) due to planned managed services contract terminations and continued mobile ARPU pressure. This was partially offset by demand for digital services and growth in Three’s B2B customer base.

Adjusted EBITDAaL increased by 25.0%, and on an organic basis, Adjusted EBITDAaL increased by 5.4%, which was largely driven by service revenue growth, increasing margins in broadband, and the phasing of marketing spend. The Adjusted EBITDAaL margin decreased by 0.5 percentage points year-on-year to 20.0%, and on an organic basis grew by 1.2 percentage points year-on-year.

Customers

During H1, we continued to build upon our market leading customer experience and launched our industry leading “Just Ask Once” proposition for Vodafone customers.

In mobile, our contract customer base decreased by 32,000 in H1 driven by Three UK contract customer losses, partly offset by growth in our Fixed Wireless Access (‘FWA’) offer. In prepaid, our VOXI and SMARTY brands continued to grow with 104,000 customers added in H1.

In fixed, our customer base increased by 94,000 over the period. We can now serve 21.8 million households with gigabit speeds, having further expanded our footprint through our wholesale strategic agreement with Community Fibre in London.

VodafoneThree Integration

On 31 May 2025, we completed the merger of Vodafone UK and Three UK.

VodafoneThree is now the biggest mobile network operator in the UK with 28.8 million customers, with a multi-brand mobile strategy in Consumer through the Vodafone, Three, VOXI, SMARTY and Talkmobile brands. We have made a fast start integrating the two businesses and delivering the best-in-class network and experience we promised our customers.

We have made immediate improvements to our network. Within just two weeks, through sharing of combined spectrum, 7 million Three and SMARTY customers have benefitted from improved 4G speeds of up to 40%. Within a few months, 28.8 million Vodafone and Three customers have started to benefit from seamlessly using both networks with over 5,000 radio sites already upgraded. By the end of the year, we will have removed a total of 16,500 km2 of ‘not spot’ areas.

8

Vodafone Group Plc		H1 FY26 Results

Notes:

Growth

Total revenue was stable year-on-year at €2.8 billion. Service revenue grew by 0.2% (Q1: 0.3%, Q2: 0.1%) and organic service revenue declined 0.1% (Q1: 0.2%, Q2: -0.5%) due to continued ARPU pressure in Portugal as well as Business project phasing.

In Portugal, as anticipated following the launch of a fourth player, service revenue was impacted by lower mobile ARPU, more than offsetting fixed growth. Despite increased competitive intensity in the market, our mobile contract customer base continues to grow. In Ireland, service revenue growth was supported by Business growth and a higher broadband customer base. In Greece, service revenue was broadly stable as growth in mobile was largely offset by the phasing of Business project revenue. In Romania service revenue decline was due to competitive pressure and Business revenue phasing.

Vodafone Business service revenue increased by 0.3% (Q1: 1.6%, Q2: -1.0%), with flat organic growth (Q1: 1.5%, Q2: -1.4%), driven by growth across most markets offset by public sector revenue phasing in Greece and Romania.

Adjusted EBITDAaL increased by 6.5% and on an organic basis, Adjusted EBITDAaL increased by 6.1%, supported by a legal one-off in Portugal. The Adjusted EBITDAaL margin increased by 1.8 percentage points year-on-year to 29.8%.

Customers

During H1, we added 103,000 mobile contract customers across our six markets, mainly driven by Portugal, Greece, and the Czech Republic, and our broadband base remained broadly stable. In Portugal, we added 77,000 contract customers in mobile and 5,000 in fixed broadband. In Greece, the mobile contract base grew by 54,000, though fixed broadband customers declined by 9,000. In Ireland, our mobile contract customer base declined by 6,000 and the broadband customer base increased by 9,000. Through our fixed wholesale network access partnerships, including our fibre joint venture, SIRO, we now cover over 2.2 million households in Ireland with FTTH.

Portfolio

On 1 October 2025, we completed the acquisition of Telekom Romania Mobile Communications S.A (‘TKRM’) for €30 million. This transaction strengthens our position in the market, increasing both our local scale and unlocking significant synergy benefits. We have acquired TKRM and its post-paid customer base, while Digi Romania S.A. has acquired TKRM’s pre-paid customer business. Both companies have also gained additional spectrum and towers as part of the transaction.

9

Vodafone Group Plc		H1 FY26 Results

Note:

Hyperinflationary accounting in Türkiye

Türkiye was designated as a hyperinflationary economy on 1 April 2022 in line with IAS 29 ‘Financial Reporting in Hyperinflationary Economies’. See note 1 ‘Basis of preparation’ in the unaudited condensed consolidated financial statements for further information.

Organic growth metrics exclude the impact of the hyperinflation adjustment and foreign exchange translation in Türkiye. See page 52 for more information.

Growth 

Total revenue increased by 15.1% to €1.6 billion, with service revenue growth partly offset by depreciation of the local currency versus the euro.

Service revenue increased by 55.6% (Q1: 63.8%, Q2: 48.4%) on an organic basis. In euro terms, service revenue growth was 20.3% (Q1: 22.1%, Q2: 18.7%) as reported under IAS 29. Excluding the impact of hyperinflationary accounting adjustments, service revenue increased by 21.6% in euro terms (Q1: 29.6%, Q2: 14.8%). Growth in Türkiye was primarily driven by ongoing price actions, value accretive base management, increased data usage and growth in Business.

Vodafone Business service revenue increased by 66.0% (Q1: 72.7%, Q2: 59.8%:) on an organic basis, supported by growth in mobile connectivity, increased data centre usage and demand for digital services.

Adjusted EBITDAaL increased by 58.0% on an organic basis, supported by service revenue growth and ongoing digitalisation. Adjusted EBITDAaL continued to grow in euro terms and increased by 23.1% during the period. The Adjusted EBITDAaL margin increased by 2 percentage points year-on-year to 30.3%.

Customers

We added 511,000 mobile contract customers during H1, including migrations of prepaid customers. Through our ongoing customer experience initiatives, we have seen a 34% reduction in our share of deep detractors to its lowest ever level.

5G spectrum

On 16 October 2025, Vodafone Türkiye successfully acquired a total of 100 MHz of spectrum in the country’s 5G auction, for a total cost of US$627 million (€539 million). Payments will be phased equally over three financial years. Vodafone Türkiye will launch 5G services during 2026. We also renewed all of our existing spectrum holdings, which were due to expire in 2029, until 2042.

10

Vodafone Group Plc		H1 FY26 Results

Note:

Growth

Total revenue increased by 6.6% to €4.0 billion as service revenue was partly offset by the depreciation of local currencies versus the euro. Service revenue increased by 7.9% (Q1: 7.3%, Q2: 8.4%) and organic growth in service revenue was up by 13.7% (Q1: 13.8%, Q2: 13.5%), with growth in South Africa, Egypt and all of Vodacom’s international markets.

In South Africa, organic service revenue increased by 2.2% (Q1: 2.9%, Q2: 1.4%) due to growth in the mobile contract segment, supported by price increases, demand for fixed connectivity and improved performance in Wholesale. This was partially offset by a decline in prepaid, reflecting increased price competition. Financial services revenue continued to perform well with organic growth of 6.3%, supported by demand for insurance products.

Service revenue in Egypt grew by 42.5% (Q1: 43.9%, Q2: 41.2%) on an organic basis, well above inflation driven by sustained customer base growth, data demand and price actions in prior quarters. Our financial services product, ‘Vodafone Cash’ continued to grow with revenue increasing by 36.7% and now represents 7.9% of Egypt’s service revenue.

In Vodacom’s international markets, service revenue grew by 13.7% (Q1: 12.6%, Q2: 14.7%) on an organic basis supported by demand for data, an acceleration in M-Pesa revenue and performance in the DRC and Tanzania. Mozambique also returned to growth in Q2. M-Pesa revenue grew by 21.7% in H1 on an organic basis and represents 29.1% of service revenue.

Vodacom Business service revenue grew by 5.7% (Q1: 5.7%, Q2: 5.8%) with organic growth of 11.0% (Q1: 11.2%, Q2: 10.8%), driven by growth in connectivity and demand for digital services.

Adjusted EBITDAaL increased by 11.0% as the depreciation of local currencies versus the euro was more than offset by organic growth. On an organic basis, Adjusted EBITDAaL increased by 17.0% due to service revenue growth, ongoing cost initiatives, and the lapping of prior year impacts in the DRC, which were partially offset by a cost in South Africa which is not expected to re-occur. The Adjusted EBITDAaL margin increased by 1.3 percentage points year-on-year (1.4 percentage points on an organic basis) to 34.1%.

Customers

In South Africa, we lost 18,000 mobile contract customers in H1 and now have a mobile contract customer base of 6.9 million. Customer NPS continued to improve and is now market-leading. ’VodaPay’ grew to 14.1 million registered users, with 3.3 million users added during H1 driven by our insurance, payments and lending marketplace businesses.

In Egypt, we added 197,000 mobile contract customers and 1.5 million prepaid mobile customers, supported by our market-leading NPS and we now have a total of 53.1 million mobile customers. In June 2025, we announced the launch of our 5G commercial services. ‘Vodafone Cash’ grew to 12.7 million active users, with 1.2 million users added during H1.

In Vodacom’s international markets, we added 3.7 million mobile customers in H1, and our mobile customer base is now 63.7 million, with 66.2% of active customers using our data services. Our M-Pesa customer base now totals 27.1 million active users with 1.9 million users added during the period.

Portfolio

On 14 August 2025, South Africa’s Competition Appeal Court approved Vodacom’s proposed fibre joint venture with Maziv (Proprietary) Limited, with conditions. Vodacom intends to acquire a 30% stake in Maziv, the parent company of Vumatel and Dark Fibre Africa. The transaction is subject to unconditional approval from the telecommunications regulator, ICASA.

11

Vodafone Group Plc		H1 FY26 Results

Vodafone Investments

Note:

Vantage Towers Joint Venture – 44.7% ownership

During H1, total revenue increased by 4.9% to €644 million, supported by 1,027 net new tenancies and 367 new macro sites. As a result, the tenancy ratio increased to 1.54x (31 March 2025: 1.53x). During the period, Vantage Towers distributed €156 million in dividends to Vodafone.

VodafoneZiggo Joint Venture (Netherlands) – 50.0% ownership

In May 2025, VodafoneZiggo announced a new strategic plan to regain commercial momentum, implement a leaner and more agile operating model and accelerate the upgrade of their network to DOCSIS 4.0. During H1, VodafoneZiggo’s mobile contract base grew by 9,000 and broadband net additions performance improved throughout the period (Q1: -27,000, Q2: -19,000). In October 2025, the company announced the launch of a new 2 Gbps top speed offer as part of their network upgrade plans. VodafoneZiggo also entered into a strategic partnership with Delta Fiber, expanding its coverage area to over 600,000 additional addresses where the company does not have its own network.

Total revenue decreased 3.1% to €2.0 billion in H1, with declines in both service and non-service revenue. The decline in service revenue was primarily driven by a lower broadband customer base and mobile ARPU in Business. Vodafone’s share of net loss in H1 FY26 was €60 million, driven by lower operating income partially offset by higher gains on derivative financial instruments and tax. During the period, Vodafone received €26 million in interest payments.

Safaricom Associate (Kenya) – 27.8% ownership

Safaricom service revenue grew by 4.8% to €1.3 billion, with organic growth of 10.2%. Vodafone’s higher share of results was due to the results in Kenya and lapping a prior year devaluation in Ethiopia. During H1 FY26, Vodafone received €69 million in dividends from Safaricom.

TPG Telecom Limited Joint Venture (Australia) – 25.1% ownership

TPG Telecom Limited (‘TPG’) is a fully integrated telecommunications operator in Australia and is listed on the Australian stock exchange. The Group owns an equivalent economic interest of 25.1%, via an 11% direct stake in TPG and a 14% indirect stake, held through a 50:50 joint venture with CK Hutchison. During H1 FY26, the Group received €10 million in dividends from its direct stake in TPG. The Group provides guarantees amounting to US$1.0 billion and €0.6 billion (2024: US$1.0 billion and €0.6 billion) in relation to its 50% share in a multicurrency loan facility held by the joint venture. On 5 August 2025, following the Vocus sale with net proceeds of AU$4.7 billion, TPG Telecom announced a capital management plan including an AU$3 billion capital reduction for shareholders. A Reinvestment Plan will give the opportunity to minority shareholders to reinvest proceeds into new shares at a discount, raising up to AU$688 million. TPG has also repaid AU$1.7 billion in debt, with additional repayments planned from the Reinvestment Proceeds.

Vodafone Idea Limited Joint Venture (India) – 16.1% ownership

On 30 March 2025, Vodafone Idea announced that the government had agreed to convert US$4.3 billion of its outstanding spectrum dues to equity. The Group’s shareholding in Vodafone Idea Limited was subsequently diluted to 16.1% in April 2025.

12

Vodafone Group Plc		H1 FY26 Results

Net financing costs

Note:

Net financing costs of €49 million (H1 FY25: €277 million) includes a gain of €782 million (HY FY25: €238 million) on certain bonds bought back prior to their maturity dates, and a revaluation gain on Other investments classified at fair value through profit and loss of €242 million in H1 FY25.

Adjusted net financing income of €27 million (H1 FY25: net financing costs of €560 million), excluding the gains from the early redemption of the bonds bought back in each of the respective periods, reflects a decrease in net financing costs due to a lower net debt position compared to the prior period.

Taxation

The Group’s Effective tax rate (‘ETR’) for H1 FY26 was 50.2%.

The increase in the Group’s ETR reflects the one-off €269 million tax charge arising on the write-down of deferred tax balances in Germany as a result of the enacted gradual 5% corporate income tax rate reduction between 2027 and 2032 and a net €42 million tax charge as an effect of hyperinflation accounting adjustments in Türkiye (H1 FY25: €41 million charge).

The ETR for H1 FY25 reflected a €714 million accounting gain on the sale of an 18% stake in Indus Towers Limited without tax gain, the recognition of a financial liability at fair value of €238 million on the secondary pledge to Indus Towers without a tax credit, €319 million relating to the use of losses in Luxembourg, a €164 million tax charge arising on the €26 million net gain on the disposal of a 10% stake in Oak Holdings GmbH, and a net €41 million tax charge as an effect of hyperinflation accounting adjustments in Türkiye.

13

Vodafone Group Plc		H1 FY26 Results

Earnings per share

Basic earnings per share from continuing operations was 3.38 eurocents, compared to basic earnings per share of 3.92 eurocents for H1 FY25. The decrease was primarily due to a lower operating profit, and a higher income tax expense, partially offset by a lower weighted average number of shares compared to the comparative period.    

Cash flow & funding

Analysis of cash flow

Cash inflow from operating activities decreased to €5,092 million, reflecting cash inflows from discontinued operations in the comparative period.

Outflow from investing activities decreased by €4,341 million to €1,874 million, primarily due to proceeds from the disposals of 10% of Oak Holdings 1 GmBH (€1,336 million), 18% of Indus Towers Limited (€1,684 million) and Vodafone Spain (€3,669 million) in the comparative period, which outweighed lower cash outflows from discontinued operations and a higher net inflow in respect of short-term investments. Short-term investments include highly liquid government and government-backed securities and managed investment funds that are in highly rated and liquid money market investments with liquidity of up to 90 days.

Outflows from financing activities decreased to €6,918 million resulting from gains on certain bonds bought back prior to their maturity date, lower cash inflows from discontinued operations and lower dividends paid, which outweighed higher net cash outflows in respect of repayment of borrowings.

14

Vodafone Group Plc		H1 FY26 Results

Borrowings and cash position

Borrowings include bonds of €34,059 million (31 March 2025: €36,402 million), lease liabilities of €12,335 million (31 March 2025: €10,826 million), cash collateral liabilities of €1,315 million (31 March 2025: €2,357 million) and loans and other borrowings of €3,746 million (31 March 2025: €3,558 million).

The decrease in borrowings of €1,688 million was primarily driven by a reduction in bonds (€2,343 million) as a result of the early repayment of certain bonds and favourable foreign exchange movements, together with a reduction in collateral liabilities (€1,042 million), which outweighed an increase in lease liabilities (€1,509 million) arising primarily from the VodafoneThree merger in the UK.

Funding facilities

As at 30 September 2025, the Group had undrawn revolving credit facilities of €7.5 billion comprising euro and US dollar revolving credit facilities of €4.1 billion and US$4.0 billion (€3.4 billion) which mature in 2030 and 2028 respectively. Both committed revolving credit facilities support US and euro commercial paper programmes of up to US$15 billion (€12.8 billion) and €10 billion respectively.

Post employment benefits

As at 30 September 2025, the Group’s net surplus of scheme assets over scheme liabilities was €65 million (€55 million net surplus as at 31 March 2025).

Dividends

Dividends will continue to be declared in euros, aligning the Group’s shareholder returns with the primary currency in which we generate free cash flow, and paid in euros, pounds sterling and US dollars. The foreign exchange rate at which future dividends declared in euros will be converted into pounds sterling and US dollars will be calculated based on the average World Markets Company benchmark rates over the five business days concluding one week prior to the payment of the dividend.

The Board has announced an interim dividend per share of 2.25 eurocents (H1 FY25: 2.25 eurocents).

The ex-dividend date for the interim dividend is 20 November 2025 for ordinary shareholders and 21 November 2025 for ADR holders, the record date is 21 November 2025 and the dividend is payable on 5 February 2026.

Shareholders may elect to receive their dividend in either eurocents or GBP and the last day for election will be 15 January 2026. Alternatively, shareholders may participate in the dividend reinvestment plan and elections must be made by 15 January 2026. More information can be found at vodafone.com/dividends The consolidated statement of financial position is set out on page 31.

15

Vodafone Group Plc		H1 FY26 Results

Statement of financial position

Details on the major movements of both our assets and liabilities in the year are set out below.

On 31 May 2025, the Group and CK Hutchison Group Telecom Holdings Limited (‘CKHGT’), a wholly owned subsidiary of CK Hutchison Holdings Limited (‘Hutchison’), transferred their UK telecommunications businesses, respectively Vodafone Limited (‘Vodafone UK’) and Three UK Limited (‘Three UK’), into VodafoneThree Holdings Limited (‘VTHL’). Following completion, VTHL is a subsidiary of the Group, in which the Group owns 51% of the issued share capital and CKHGT indirectly owns 49%, and Vodafone UK and Three UK are wholly owned subsidiaries of VTHL.

See note 9 ‘Acquisitions and disposals’ in the unaudited condensed consolidated financial statements for further information. This transaction has impacted several categories of assets and liabilities in the period.

Assets

Non-current assets

Goodwill and other intangible assets increased by €2.6 billion between 31 March 2025 and 30 September 2025 to €36.1 billion. This primarily reflects an increase of €1.3 billion and €2.6 billion in Goodwill and other intangible assets, respectively, following the merger of Vodafone and Three in the UK, partially offset by amortisation charges in the period.

Property, plant and equipment increased by €2.3 billion between 31 March 2025 and 30 September 2025 to €33.0 billion. This primarily reflects an increase of €3.4 billion following the merger of Vodafone and Three in the UK and additions in the period, partially offset by depreciation charges.

Investments in associates and joint ventures decreased by €0.1 billion between 31 March 2025 and 30 September 2025 to €6.8 billion.

Other non-current assets decreased by €1.2 billion between 31 March 2025 and 30 September 2025 to €27.7 billion, primarily due to a decrease of €0.5 billion in Deferred tax assets and a decrease of €0.9 billion in Trade and other receivables.

Current assets

Current assets decreased by €3.4 billion between 31 March 2025 and 30 September 2025 to €25.2 billion. This was primarily due to a decrease of €3.9 billion in Cash and cash equivalents and a decrease of €1.0 billion in Other investments, offset by an increase of €1.4 billion in Trade and other receivables.

Total equity and liabilities

Total equity increased by €2.7 billion between 31 March 2025 and 30 September 2025 to €56.6 billion, primarily due to comprehensive income in the period of €0.5 billion, an impact of €1.1 billion from the acquisition of subsidiaries and €2.7 billion relating to transactions with non-controlling interests in subsidiaries following the merger of Vodafone and Three in the UK, offset by: (i) €0.7 billion of dividends paid to the Group’s shareholders and (ii) €1.0 billion treasury share purchases.

Non-current liabilities

Non-current liabilities decreased by €1.3 billion between 31 March 2025 and 30 September 2025 to €50.6 billion, primarily due to a €1.9 billion decrease in Borrowings, partially offset by a €0.7 billion increase in Trade and other payables.

Current liabilities

Current liabilities decreased by €1.1 billion between 31 March 2025 and 30 September 2025 to €21.7 billion, primarily due to a €1.3 billion decrease in Trade and other payables, partially offset by a €0.2 billion increase in Borrowings.

Inflation

The Turkish economy was designated as hyperinflationary from 30 June 2022. The Ethiopian economy was designated as hyperinflationary from 31 December 2022, until 31 March 2025. The Group has applied IAS 29 ‘Financial Reporting in Hyperinflationary Economies’ to its Turkish operations, whose functional currency is Turkish lira, from 1 April 2022, and to the Ethiopian operations, whose functional currency is Ethiopian Birr, from 1 April 2022 until 31 March 2025. See note 1 ‘Basis of preparation’ in the condensed consolidated financial statements for more information and for a summary of the impact on the financial results of the Group for the six months ended 30 September 2025.

16

Vodafone Group Plc		H1 FY26 Results

Other significant developments

Board changes

On 19 June 2025, the Group announced the appointment of Pilar López as Chief Financial Officer Designate, effective 1 October 2025. Pilar will succeed Luka Mucic who, as previously announced, has decided to leave Vodafone. Pilar’s appointment as Chief Financial Officer and Executive Director to the Board of Vodafone will commence on 1 December 2025, following Luka’s departure on 30 November 2025.

The following Board changes took effect after the conclusion of the 2025 Annual General Meeting in July:

Executive Committee changes

Guillaume Boutin was appointed CEO Vodafone Investments & Strategy and a member of the Executive Committee in May 2025. Guillaume succeeded Serpil Timuray who left Vodafone at the end of June 2025.

Leanne Wood will step-down as Chief Human Resources Officer and a member of the Executive Committee on 1 January 2026.

Ruth McGill will be appointed Chief Human Resources Officer Designate on 1 November 2025, formally becoming Chief HR Officer and a member of the Executive Committee on 1 January 2026.

Portfolio update

VodafoneThree

On 31 May 2025, the Group successfully completed the merger of Vodafone UK and Three UK. The combined business, named VodafoneThree, is 51% owned by Vodafone and 49% owned by CK Hutchison.

See note 9 ‘Acquisitions and disposals’ in the unaudited condensed consolidated financial statements for more information.

Acquisition of Telekom Romania

On 1 October 2025, Vodafone Romania S.A. (‘Vodafone’) and Digi Romania S.A. (‘Digi’) announced that they had completed the acquisition of OTE’s subsidiary, Telekom Romania Mobile Communications S.A. (‘TKRM’).

Vodafone acquired TKRM and its post-paid customer base while Digi acquired its pre-paid customer business. Both companies will also gain additional spectrum and towers as part of the transaction.

Acquisition of Skaylink

On 30 October 2025, the Group announced that it had entered into a binding agreement to acquire 100% of Skaylink GmbH (‘Skaylink’) for a total consideration of €175 million. Skaylink is a full-service cloud, digital transformation and security specialist with offices throughout Germany and across Europe.

Completion of the transaction is expected by the end of March 2026, subject to the receipt of necessary regulatory approvals.

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Risk factors

Principal risks

The key factors and uncertainties that could have a significant effect on the Group’s financial performance, include the following:

Adverse changes in macroeconomic conditions

Adverse changes in macroeconomic conditions could result in reduced customer spending, higher interest rates, adverse inflation, or foreign exchange rates. Adverse conditions could also lead to limited debt refinancing options and/or increases in costs

Adverse market competition

Increasing competition could lead to price wars, reduced margins, loss of market share and/or damage to market value.

Adverse regulatory and policy environment

Adverse regulatory measures and policies impacting our strategy could result in increased costs, create a competitive disadvantage, or have a negative impact on our Return on Capital Employed.

Company transformation

Failure to effectively transform Vodafone to adapt to future challenges and demands could increase operational complexity and hinder growth.

Cyber threat

An external attack, insider threat, or supplier breach could cause service interruption or confidential data breaches which could lead to fines, reputational damage, loss of value, loss of business opportunity, and failure to meet our customer expectations.

Data management and privacy

Data breaches, misuse of data, data manipulation, inappropriate data sharing, poor data quality or data unavailability could lead to fines, reputational damage, loss of value, loss of business opportunity, and failure to meet our customer expectations.

Disintermediation

Failure to effectively respond to threats from emerging technology or disruptive business models could lead to a loss of customer relevance, market share and new/existing revenue streams.

IT resilience and transformation

Failure or disruptions of IT systems and infrastructure or the inability to modernise and manage the IT environment could negatively impact operations, services, customer experience, or financial performance.

Network resilience and infrastructure competitiveness

Major network outages or ineffective execution of the technology strategy could lead to dissatisfied customers and/or impact revenue.

Supply chain disruption

Disruption in our supply chain could mean that we are unable to execute our strategic plans, resulting in increased cost, reduced choice, and lower network quality.

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Watchlist risks

Our watchlist risk process enables us to monitor material risks to Vodafone Group that fall outside our principal risks. We review the watchlist risks as part of the continuous risk management process. Any watchlist risks that increase in their significance to the Group are elevated to principal risks and are treated accordingly. Group watchlist risks include, but are not limited to:

Environmental, Social and Governance (‘ESG’)

Failure to meet stakeholder expectations on ESG performance and/or reporting may result in reputational damage, customer dissatisfaction, and/or increased cost of capital.

Governance and performance of investments

Inadequate oversight, poor decision-making, and misalignment with strategic objectives, could lead to suboptimal investment outcomes. This risk encompasses the possibility of financial losses, reputational damage, and failure to achieve desired returns on investments.

Legal compliance

Increased number of legal penalties, fines, and damage to the Company’s reputation. Additionally, this includes the risk of losing business and customer trust due to breaches of legal requirements.

Tax

Tax risk covers our management of tax across the markets in which we operate and how we respond to changes in tax law, which may have an impact on the Group.

Watchlist risks are reported to the Risk and Compliance Committee and to the Audit and Risk Committee alongside principal risks.

Emerging risks

Emerging risks are characterised by their uncertain nature, constant change, and by their potential to materially affect the achievement of organisational objectives.

We identify new emerging risk trends using inputs from the analysis of the external and internal environments, leveraging both the input from third-party publications and research as well as the knowledge and experience of our internal business experts. Additionally, we consider the time horizon for the identified emerging risks, allowing us to provide the appropriate level of focus and to plan mitigation strategies accordingly.

As the evolution of emerging risks could be nonlinear and the speed of impact is difficult to predict, we have established a continuous process for monitoring emerging risks as an integral part of the Group’s enterprise risk management framework. This allows us to be at the forefront of managing emerging risks, periodically assessing whether any of these risks have become material enough to be elevated to the principal risk category.

We split our emerging risks into five different categories: technological, political/regulatory, economic, societal, and business environment, so that the relevant experts across the business have visibility of these risks and can assess the potential impacts and time horizon of these risks. Additionally, deep-dives and scenario analyses have been performed for selected emerging risks with the view to identify potential mitigation strategies should these risks materialise.

Emerging risks are reported to the Risk and Compliance Committee and to the Audit and Risk Committee for further scrutiny.

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Regulation

Introduction

Our operating companies are generally subject to regulation governing their business activities. Such regulation typically takes the form of industry specific law and regulation covering telecommunications services and general competition (anti-trust) law applicable to all activities.

EU

The following section describes the regulatory frameworks and the key regulatory developments at national and regional levels and in the European Union (‘EU’), where we had significant interests during the period ended 30 September 2025. Many of the regulatory developments reported in the following section involve ongoing proceedings or consideration of potential proceedings that have not reached a conclusion. Accordingly, we are unable to attach a specific level of financial risk to our performance from such matters.

Telecommunications Regulation

The reports by Enrico Letta and Mario Draghi from 2024 continue to influence the work of the European Commission (‘EC’). However, the transatlantic discussions may be influencing key upcoming and on-going legislative files and removing ambition, in particular, in respect of the Digital Networks Act (‘DNA’), Digital Markets Act (‘DMA’), and Digital Services Act (‘DSA’).

After the White Paper consultation in 2024, the EC continued its work on the review of the European Electronic Communications Code (‘Code’) – the telecoms rulebook – with external studies by EY and WIK and further consultations in 2025. As part of the review, it is expected that the DNA will replace the Code. The DNA covers a variety of topics, from spectrum management to fixed network regulation, interconnection, universal service, and consumer protection. The DNA is expected to be published by the EC in December 2025, when it would then go through the Parliament and Council to be negotiated.

The EC is, in tandem, working on the review of the Recommendation on Relevant Markets, which lists markets deemed to warrant ex ante fixed network regulation. Originally expected to be adopted in December 2025, it is now postponed sine die.

The EU Space Act has been proposed in an attempt for Europe to create a harmonised framework and set standards for satellite going forward. If adopted, this will enter into force on 1 January 2030.

The EU Data Act came into force on 12 September 2025, introducing rules to improve access to data from connected products and services. It also sets obligations for cloud providers to support switching, data portability, and interoperability. Providers must remove switching fees, offer migration tools, and include standard terms in contracts. These rules apply to any provider serving EU customers, prompting widespread reviews by commercial providers. The Commission is expected to issue standard clauses, but legal uncertainty remains, especially for hybrid services. Industry reactions are mixed, and enforcement now shifts to national authorities.

Digital Platform Regulation

Vodafone supports the complete and effective implementation of the DMA and the DSA as a baseline to ensure fair and contestable markets and a safe digital environment for our customers. The DMA has been in force for two years, with a statutory review due from the EC by May 2026.

In July 2025, the EC published its long-awaited guidance on the protection of minors under the DSA, including recommendations on where and how platforms should perform age assurances and restrictions on platform design, including limiting the exposure of children to addictive design features such as auto scroll and recommender algorithms.

Implementation of and compliance with the DMA and DSA by some big tech players within the ecosystem have come under scrutiny, which has, in some cases, led to investigations and legal proceedings.

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Regulation (continued)

EU Merger Policy

In May 2025, the EC officially started the process of revising the so-called ‘merger guidelines’ with a comprehensive public consultation and a tender for an economic study on the dynamic effects of mergers. Vodafone welcomes the EC’s efforts to review its competition framework. However, a comprehensive review of the merger framework is needed, including the EU Merger Regulation and the EU Remedies Notice. The EC’s official timeline for reviewing the guidelines is by the end of 2027. The Commission’s President Ursula von der Leyen has already publicly stated the need for an acceleration of the process.

Specifically on the guidelines, we expect the European Commission to (i) provide guidance on how to go beyond short-term price effects and assess consumer-welfare enhancing parameters like investment and innovation; (ii) remove the bias against ‘efficiencies’, i.e. how to provide for a longer time horizon for assessing the positive impact of mergers (efficiencies) compared to short-term harm; (iii) updating the approach to digital/multi-sided markets by addressing non-price factors such as data access and interoperability; and (iv) align merger assessments with other key EU strategic objectives such as security.

Roaming Regulation and Roam Like at Home Expansion

The European Commission continues to advance its connectivity agenda through the expansion of the Roam Like at Home regime beyond the EU. Following the 2023 decisions by the EU-Ukraine and EU-Moldova Association Committees, provisions on intra-EU communications, fixed and mobile termination rates, and roaming have been extended to both countries, effective 1 January 2026. In parallel, the Western Balkans initiative gained momentum with joint declarations at the Digital Summits in Skopje, reaffirming the goal of achieving ‘Roam Like at Home’ conditions. Formal negotiations with WB6 countries are anticipated to begin in 2026, pending Council mandate.

Cybersecurity Act Reform and Digital Omnibus Package

The European Commission is preparing a significant overhaul of the EU’s cybersecurity and digital regulatory framework through the upcoming Digital Omnibus Package, expected on 17 November 2025. This initiative aims to streamline and simplify the existing regime, aligning fragmented legislative instruments under a more coherent structure. The Digital Omnibus will complement this by reducing regulatory complexity and enhancing legal certainty for operators and manufacturers. It is expected to consolidate provisions from multiple digital acts, including the Cybersecurity Act, and introduce procedural efficiencies for compliance and enforcement.

Sustainability Regulation

Negotiations are ongoing on the Omnibus on Sustainability Reporting which the EC proposed earlier this year. The Council agreed its position in June 2025, and the European Parliament is expected to find its position by the end of October, after which trilogue negotiations can begin. The Danish Council Presidency aims to conclude discussions by year-end.

Complementary, the EC and the European Financial Reporting Advisory Group (‘EFRAG’) are working on the ESRS reporting standards which influence the reporting obligations across CSRD and CSDDD.

The EC announced its intention to withdraw the Green Claims Directive in June 2025, citing concerns over its applicability to microenterprises (which make up ~96% of EU businesses) and the administrative burden it would impose. The third trilogue meeting, scheduled for 23 June 2025, was cancelled, effectively halting negotiations. Despite initial reports of withdrawal, the Commission later clarified that the Directive has not been formally withdrawn but remains inactive pending political consensus.

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Regulation (continued)

Country specific

Germany

Licences for frequency allocations at 800MHz, parts of 1800MHz, and 2600MHz will expire at the end of 2025. Vodafone Germany currently holds allocations at 800MHz and 2600MHz. In March 2025, the National Regulatory Authority (‘NRA’) Bundesnetzagentur (‘BNetzA’) decided that the existing licences will be extended by five years, supplemented by a prolongation of the Vodafone allocations at 1800 MHz by three years (2034 - 2036). The prolongation implies further coverage obligations, for example, 99.5% area coverage, additional household related obligations in remote areas, as well as extended coverage of traffic routes. It also includes further obligations on mobile network operators to negotiate with service providers on access to network capacities and with 1&1 on cooperative use of low band spectrum.

In 2019, Vodafone acquired spectrum at 2.1GHz and 3.6GHz. The spectrum allocation includes coverage obligations which, depending on the specifics of the obligation, had to be fulfilled by end of either 2022 or 2024. All mobile network operators have reported on time regarding the status of obligation fulfilment, including given judicial or factual circumstances hindering fulfilment. For the 2022 obligations, BNetzA assessed the reports, including Vodafone’s, and informed Vodafone about the results at the end of September 2023. As a consequence, BNetzA has conducted an official hearing with Vodafone on possible fines for a minor number of cases of non-fulfilment but has not yet issued a final decision. For the 2024 obligations, BNetzA is currently assessing the reports.

In July 2025, the Ministry of Digital published draft key points for amendments to the German Telecommunications Act aiming to accelerate Fibre to the home (‘FTTH’) rollout and digitisation. The key measures include (i) accelerating fibre rollout and facilitating permission (ii) lowering barriers to inhouse wiring upgrades, and (iii) amendments to the optional levy of ‘fibre provisioning fee’ on tenants. After a first round of market consultation concluded at the end of August 2025, a draft legislation could be issued as of November 2025, but final legislation not to be expected before March 2026.

In October 2025, the Ministry of Digital released a concept for a DSL-switch off expressing the intention to speed up DSL switch-off (proposal includes start as of 2028 and to be concluded presumably between 2035 and 2040). The key aspects of the concept are: (i) enhanced transparency requiring Deutsche Telekom (‘DT’) to come up with comprehensive switch off schedule ; (ii) non-discriminatory switch-off also in areas where DT has no fibre coverage; (iii) forced switch-off according to which the NRA can force a switch-off process to counter DT delay tactics, but it cannot be triggered by competitors directly; (iv) maintain competition, meaning DSL switch-off should preserve competition and interests of all stakeholders, including access seekers; and (v) end-customer protection: migration should not reduce quality and/or choices for end customers. In addition, the Ministry expects from national regulator BNetzA to devise a comprehensive regulatory concept in advance of first shut off applications by DT. Vodafone welcomes the concept which is now being consulted until 14 November 2025.

BNetzA published the future access regulation, which will apply to the access networks of Deutsche Telekom. Under this new access regulation, BNetzA has applied a lighter regulatory approach in fibre networks than was previously applied to DT’s copper networks. An important aspect of the BNetzA decision is regulated access to ducts of DT. The complete operational implementation of the new approach in regulated standard offers and fees is still pending. In July 2024, BNetzA laid down the fees for access to passive infrastructure held by DT, notably ducts.

United Kingdom

Ofcom has authorised the trade of 78.8MHz of spectrum from Vodafone Ltd to Telefonica UK Ltd (trading as Virgin Media O2). Implementation of the spectrum divestment has now commenced and is expected to conclude by 2031.

Following a review of spectrum Annual Licence Fees (‘ALF’), Ofcom has updated the fees in line with evidence of the current market value of spectrum and incorporating the latest financial market data when converting lump sum values into an annual fee. This has resulted in a net reduction in the fees paid by VodafoneThree.

Ofcom held an auction in October 2025 to award mmWave (26GHz, 40GHz) spectrum. There were three bidders: EE, O2 and VodafoneThree. Each company won 800 MHz of spectrum in the 26 GHz band and 1 GHz of spectrum in the 40 GHz band and paid £13 million to HM Treasury (VodafoneThree were allocated: 25.9-26.7 GHz and 42.5-43.5 GHz). We are now free to deploy the spectrum in accordance with our licence.

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Regulation (continued)

Ofcom is consulting on the regulation of voice termination for the period 2026-2031, proposing that the caps on these are maintained at existing levels; final decisions will be published before March 2026.

Ofcom’s Telecoms Access Review is scheduled to be completed by March 2026 and will establish fixed wholesale market regulations for business connectivity and broadband services through April 2031. Ofcom has proposed maintaining their current regulatory approach to support further FTTP investment, along with introducing some additional measures designed to enhance access to wholesale services used by business customers and for mobile backhaul in regions where there is limited evidence and likelihood of competing infrastructure.

The UK Government is consulting on updates to the Code of Practice associated with the Electronic Communications (Security Measures) Regulations 2022. The amendments are expected to be finalised in the first half of 2026.

The CMA has consulted on revised guidance on new price transparency rules, reflecting feedback from a previous consultation and providing a number of useful clarifications. The consultation closed in September 2025, and we await the final guidance.

Vodacom: South Africa (‘SA’)

On 29 February 2024, the NRA published draft amendments to the End-user and Subscriber Service Charter (‘EUSSC’) Regulations 2016 for comment. These relate to bundle usage sequencing and roll-over, and the transfer of bundles (or portions thereof) of voice minutes, SMS and data bundles. The NRA held a Public Hearing on 1 and 2 October 2024. Vodacom is to submit responses to questions following the Public Hearings on 25 October 2024. The final step in the process is the publications of the Final Regulations.

The NRA has initiated an inquiry into a proposed new Licensing Framework for Satellite Services with the publication of a Discussion Document. The deadline for public submissions was 12 November 2024. A public hearing was held on 5, 6 and 7 February 2025. The NRA intends to (i) develop a transparent regulatory framework with clear rules to establish regulatory certainty for potential investors; (ii) develop procedures for authorising user-terminals operations in South African territory; (iii) review spectrum fees, taking also into account the increasing amount of bandwidth used by satellite systems operating in higher frequency bands; and (iv) develop a procedure for registration of international space segment providers (including details of ITU coordination status of the space segment) who intend to provide a service either directly or indirectly (through existing licensed operators) to South African consumers. The NRA has recently published a Findings Document in which it carefully considered the extensive submissions and proposals made by stakeholders regarding the contemplated licencing framework for satellite services. The feedback reflects a broad consensus on the importance of developing a clear, transparent, and flexible regulatory framework that aligns with international best practices while addressing the unique needs of South Africa. The NRA is to contemplate and decide upon an appropriate approach in due course.

The next step in the process is the publication of Draft regulations and/or amendments, which will be sent to the Radio Spectrum Regulations for comment. The process will conclude with the publication of final regulations and/or amendments to the Radio Spectrum Regulations. The estimated date of publication is not yet known.

On 22 August 2025, the Minister of Department of Communications and Digital Technologies published a Final Policy Direction to NRA, which requires the regulator to investigate whether to open up applications for Individual Electronic Communications Network Services (‘I-ECNS’) licences. An I-ECNS licence allows the holder to roll out and operate an electronic communications network nationwide or across a province.

Other Europe: Ireland; Portugal; Romania; Greece; Czech Republic; Albania

Spectrum

In Portugal, Vodafone Portugal continues to appeal against certain aspects of the conditions for the 5G auction, which concluded in November 2021, claiming the conditions between new entrants and mobile network operators were discriminatory. Legal proceedings are still ongoing, with no expected date of conclusion, and the rights of use remain in place in the meantime.

Vodafone Albania is preparing to renew its 15 MHz FDD spectrum in the 2100 MHz band, which is set to expire in December 2025. The renewal aims to secure an affordable price aligned with regional benchmarks. Additionally, the 700 MHz band, previously allocated to media operators, is in the process of being released for mobile use. Approximately €5 million has been allocated for the reimbursement of media operators, which will subsequently be recovered from mobile operators following the auction of the spectrum.

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Regulation (continued)

In Greece, institutional procedures for harmonising EMF limits are in progress. The Ministry plans to incorporate these changes into new law.

The Greek NRA (‘EETT’) set up a working group that examined the spectrum allocation conditions for the Spectrum Rights of Use expiring by 2027 (900MHz and 1800MHz).

In July 2023, EETT informed operators, including Vodafone, of the findings from on-site audits conducted from October 2021 to March 2023 in relation to microwave link (‘MwL’) emissions. The findings indicated possible breaches, with possibility of fines as a consequence. MNOs were given opportunity to comment on their findings. Vodafone Greece responded to EETT’s letter and sought to obtain the proper licensing from EETT to remedy the breaches. In January 2024, EETT called operators to a hearing on MwL emissions. Vodafone Greece contributed to this hearing process via a written memorandum and additional supporting documentation on 19 February 2024. On assessment, EETT issued a fine of €342,000 for use of the unlicensed MwL frequencies in December 2024, with the total payable amount reduced to €228,000 due to a 1/3 discount for early payment. Vodafone appealed on 25 February 2025 before the Administrative Court of Appeal for a further reduction of the fine. The decision is pending.

EETT has continued its audit activities to prevent unauthorised use of microwave link frequencies. Currently, a hearing is pending for 48 cases, with written submissions due in November. This hearing covers both previously communicated cases (33) and new cases (15). Internal risk mitigation measures are underway to facilitate the verification and confirmation of full licensing for all active microwave links.

Furthermore, after completing the licensing procedure for existing base stations (according to Law 4635/2019), the NRA EETT launched a series of hearings for 34 base stations where the licence applications had been rejected or withdrawn. Vodafone Greece submitted the relevant memoranda for each case on 15 July 2024. Decisions are expected by the end of Q4 FY26.

In the Czech Republic, the NRA (‘CTU’) renewed 900 MHz and 1800 MHz licences of O2 Czech Republic and T-Mobile Czech Republic. The new licences are valid until end of 2044 and include an obligation to share passive infrastructure built in selected rural areas and railway corridors with other 900 MHz or 1800 MHz licence holders, including Vodafone. In September 2024, Vodafone submitted a formal request to the CTU to start the renewal process of Vodafone’s 900 MHz and 1800 MHz licence. In October 2024 the CTU launched a public consultation of Vodafone licence renewal and the CTU published the settlement of comments from the public consultation in February 2025. Vodafone received the renewed 900 MHz and 1800 MHz licence, which will be valid until June 2049.

Universal Service Obligations (‘USO’) and consumer support measures

Vodafone Greece has four active appeals against EETT. These are in relation to charges of approximately €16.75 million. Of this, €9.0 million is in relation to the provision of universal services by operator Hellenic Telecommunications Organisation (‘OTE’) for the period of 2010 through to 2011. Vodafone Greece has appealed these costs. The hearings were held in April 2024 before the Administrative Court of Appeal in relation to the charges for 2010 and 2011, and the decision was issued in March 2025. The Council of State rejected the company’s appeals. Vodafone has exhausted procedural rights. Therefore, the decision is considered final and irrevocable.

The remaining €7.7 million is related to USO net costs for the period of 2012 to 2016. Vodafone Greece also appealed these costs. The appeal has been referred to the Administrative Court of Appeal and the court’s decision is pending. Α decision referring the case for adjudication to the Substantive Formation of the Athens Administrative Court of Appeal was issued, OTE S.A. challenged the above decision before the Council of State, the hearing of which was postponed to 18 November 2025. In parallel, the date of hearing for Vodafone’s petition of annulment before the Administrative Court of Appeal was scheduled for 15 October 2024 and a decision was issued, by which the issuance of the final judgment is postponed until the Council of State issues a ruling on the appeal filed by OTE S.A.

In addition, the Universal Service Net Cost Allocation Decision for the years 2017 to 2019 was issued in October 2023, with the Vodafone share (including CYTA, an operator subsidiary that merged with Vodafone Greece in 2019) being calculated at €2.2 million. Vodafone Greece appealed these costs before the Administrative Court of Appeal in April 2024, with the hearing scheduled for 12 December 2025.

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Regulation (continued)

Furthermore, in Greece, a hearing for perceived breaches of consumer regulation regarding 22 retail customer cases was held by EETT on 20 May 2024. Vodafone Greece submitted its memorandum on 7 August 2024, and the decision is still pending.

Similarly, Vodafone Portugal continues to challenge payment notices totalling €34.8 million issued by ANACOM regarding 2007 to 2014 extraordinary compensation of USO costs.

In Ireland, Eircom challenged the ComReg’s 2019 findings on USO cost for the periods 2010-2015. For each year ComReg found the net cost of provision of universal service did not represent an unfair burden on Eircom for the years in question. In 2020, the Irish court referred a question to the Court of Justice of the EU (‘CJEU’) concerning the unfair burden assessment. In 2022 the CJEU delivered its judgment, and the Irish High Court consequently made orders for ComReg to review aspects of its decisions in accordance with the CJEU judgment. ComReg has since reviewed all years 2010-2015 and again found that there was no unfair burden. The final review completed in July 2025.

In the Czech Republic, based on the results of a public tender the CTU announced, Vodafone Czech Republic will again become one of the universal service providers of subsidy (up to CZK 200 per month) to consumers with certain social needs. The subsidy will be provided by the state through designated service providers. The obligation to provide the subsidy is valid from 1 January 2026 until 31 December 2028.

Access

In Albania, in the latest Fixed Telephony market Analysis (currently under public consultation), the NRA has proposed a glidepath for the reduction of national fixed termination rates from 0.7 ALL/min to 0.07 ALL/min in March 2027, with a gradual reduction every 6 months. Considering that for Vodafone Albania the outgoing traffic volume towards fixed networks exceeds the volume of incoming calls, Vodafone expects to benefit from this reduction. The reduction in cost will be higher than the reduction in revenues.

In Greece, the EETT launched a public consultation on the main principles of the NGA BULRIC+ model update regarding the wholesale broadband access services in January 2024. A second consultation regarding the draft model follows from July until October 2025. The draft model indicates an increase in wholesale fees for copper (+5%) & FTTC (+2%), whilst showing a decrease for FTTH (-10%), with no impact on the discount scheme agreements. Additionally, discounted one-off fees for multiple requests are included as per Vodafone proposal. Vodafone advocated for (i) reduction in the proposed fee increases for copper/FTTC and for additional reductions in FTTH pricing; (ii) lift regulatory restriction to allow in-contract price increases; and (iii) delay introduction of new prices to prevent impact on the current fiscal year.

Vodafone Albania has initiated the gradual shutdown of its 3G network, with full deactivation targeted for March 2026. The process has received formal approval from the National Regulatory Authority (‘NRA’). Phase 1 of the 3G shutdown has been successfully completed, covering 66 sites (approximately 9.5% of the total network) and generating savings of around €0.5 million. Phase 2 is scheduled to commence on 13 October, encompassing 12 cities and areas, following the same phased implementation approach, with completion expected by early November.

In Romania, after completing its fixed market analysis, ANCOM has identified Digi as having significant market power (SMP) in over 6,200 localities where Digi is either the sole provider or holds over 70% market share. As a result, ANCOM has proposed regulatory obligations for Digi to ensure fair competition. These obligations include granting fair access to Digi’s fibre-optic network in the selected localities, publishing transparent wholesale offers, and ensuring non-discriminatory conditions for other operators. The process is currently in the public consultation phase and is expected to be completed by the end of 2025.

Other Africa and Middle East: Democratic Republic of the Congo (‘DRC’); Tanzania; Mozambique; Lesotho; Türkiye; Egypt

Spectrum

In Mozambique, the 5G auction consultation proposes a reserve price of $15m per 2x5 of 700 MHz, $15m per 2600 MHz and $15m per 3500 MHz. The price for 2600 and 3500MHz is comparatively excessive against both Vodafone and neighbouring markets benchmarks. The proposed draft auction rules are also against best practice. The Communications Regulator has indicated a willingness to introduce coverage obligations in exchange for marginally reduced pricing, but these are yet to be reflected in the official auction rules. The cabinet of ministers approved the auction rules and terms and conditions, which have now been published in the Government Gazette, to legalise the launch of the auction. The auction was expected be scheduled 60 days subsequent to the publication of the joint dispatch; however, there is a risk that the auction may have been postponed.

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Regulation (continued)

In Egypt, following the obtaining of 5G license, operators officially launched the 5G technology on 4 June 2025.

Regarding the spectrum, Vodafone Egypt’s spectrum strategy aims to secure both immediate capacity and sustained long-term growth through a structured approach. The plan includes a potential acquisition of an additional 10 MHz in the 1800 MHz band to address short-term requirements, renewal of the existing 40 MHz at 2600 MHz (extending the window from 4 January 2032 to 6 October 2039), and a phased allocation of 3.5 GHz spectrum – awarding 50 MHz in January 2028 and another 50 MHz in January 2030. This approach incorporates microwave and E-band backhaul solutions to ensure that new spectrum allocations directly enhance network performance. Financially, the program is designed to fit within an estimated multi-year investment envelope of approximately US$1.07 billion, with an emphasis on milestone-based payments and practical foreign exchange risk mitigation. The process is currently at the pre-decision stage. Principal risks include potential delays at the board level, upfront fee structures, and transmission constraints; these are being addressed through direct engagement, phased payment models, and clearly defined approval service level agreements.

In Tanzania, the NRA initiated a spectrum auction for the 3600–3800 MHz band, aiming to enhance access to affordable and reliable services, promote efficient spectrum allocation, and ensure effective competition. The NRA held a spectrum auction on 10 July 2025 for the 3600-3800 MHz band, assigning four blocks of spectrum to three operators VTPLC acquired lot 1 equating to 1x50MHz of 3700MHz at a cost of USD $18.9m which was within its valuation and budget envelope. The price was payable in Tanzanian Shillings and over a payment plan of 40% due within 14 days of the auction and the remainder, payable in four equal instalments of 15% each, every six months, starting on 8 January 2026. VTPLC has been assigned the frequencies 3750-3800MHz.

On 16 October 2025, Vodafone Turkiye acquired 100 MHz of spectrum in a 5G auction conducted by the Information and Communication Technologies Authority (‘ICTA’) for a total cost of US$627 million.

While 5G obligations are more demanding than previous technologies, especially in investment, service quality and coverage, they have been refined to a manageable level.

Licence duration is until 31 December 2042 for both 5G blocks and spectrum will extend in 2029.

In 2025, Turk Telekom Mobil (‘TT Mobil’) reached an agreement with the Information and Communication Technologies Authority (‘BTK’) to extend its 2G GSM concession agreement until 30 April 2029. Under this extension, TT Mobil will continue to utilise the 900 MHz and 1800 MHz frequency bands through the end of the new term.

The total cost of the extension is €67.2 million, excluding VAT. Of this amount, €33.6 million was paid upfront. The remaining €17.4 million will be paid in two equal instalments on 24 September 2026, and 24 September 2027.

Also, TT Mobil’s fixed concession has been officially extended until 2050, with the announcement made on 27 August 2025. The agreement includes a $3 billion fee (including VAT) to be paid over a 10-year-long structured schedule: $500 million annually in 2026 and 2027, $200 million annually from 2028 to 2034, and $100 million in 2035. Under the extended concession, TT Mobil has also committed to a $17 billion investment plan aligned with its long-term strategic goals and financial sustainability. This includes expanding fibre coverage, deploying new infrastructure in line with technological advancements, and investing in innovative areas such as cybersecurity services and digital product development.

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Regulation (continued)

Regulatory and legal disputes and fines

In the DRC, Vodacom DRC are in ongoing negotiations with the NRA (‘ARPTC’) in relation to new regulatory fees that were first introduced in March 2022. On 22 October 2022, the mobile network operators (‘MNO’) (including Vodacom DRC), Minister of Communications, and ARPTC reached an agreement and signed a Memorandum of Understanding (‘MoU’) on the new regulatory fees, setting out revised fees and modality of payment. The MoU also provides for resolution of any pending fines and legal actions in this regard. Execution of each party’s obligations under the MoU is ongoing.

In the DRC, the Minister of Communications further extended the deadline for licence conversion under the new Communications Act to 30 September 2024. The terms and conditions under the new Act have been signed by the NRA and all MNOs. Vodacom DRC awaits the signing of its new converged license by the Minister of Communications.

In Egypt, on 7 July 2025, a fire at Ramses Central caused major telecom disruptions and exposed critical infrastructure vulnerabilities. Following the outage, Egypt’s telecom regulator NTRA penalised Vodafone Egypt EGP 31 million for mobile service downtime and EGP 5 million for fixed (ADSL) connectivity loss. Vodafone Egypt is still negotiating with NTRA to remove or reduce these penalties, citing its strong network resilience and rapid recovery efforts compared to other operators.

On 22 July 2025, Vodafone Egypt encountered a red-severity network incident during the evening peak, coinciding with the announcement of high school examination results. A sudden surge in network traffic led to signalling congestion across core network components, resulting in intermittent disruptions to VoLTE/CSFB voice services and brief impacts on data connectivity between 9:00 PM and 12:00 AM (Cairo time). Approximately 3 million subscribers experienced increased call setup failures and reduced voice quality. In response, emergency protocols were promptly enacted, including traffic management measures, escalation to vendors, and parameter adjustments. This allowed for full-service restoration within three hours. The root cause was identified as event-driven demand surpassing available signalling capacity. In accordance with regulatory obligations, the NTRA was notified and subsequently levied an administrative fine of EGP 21 million.

In Tanzania, the Tanzania Communications Regulatory Authority (‘TCRA’) found that Vodacom Tanzania had failed to comply with regulatory Quality of Service (‘QoS’) targets during 2023, mostly in the Zanzibar region, and has ordered Vodacom Tanzania to implement network improvements. There have been further reports during 2024 and 2025 where the TCRA has issued reports highlighting Vodacom’s failed QoS KPIs in Zanzibar and Dodoma. The persistent findings of failing QoS against Vodacom pose a risk of non-compliance sanctions. Vodacom is executing on the network improvement commitments made to the TCRA, including construction of additional sites both in Zanzibar and Dodoma. Vodacom has made progress and continues to engage the TCRA to provide updates on its network rollout plan. Vodacom Tanzania continues to provide updates to the NRA regarding its network rollout plan for Zanzibar, ensuring timely implementation and addressing any potential negative outcomes. As of the end of August 2025, Vodacom Tanzania has completed upgrades to all 23 sites in Zanzibar.

In Lesotho, the NRA has initiated enforcement proceedings against Vodacom Lesotho over alleged breaches related to the Top-Up Flexi tariff plan. These relate primarily to the delayed implementation of a business rule intended to restrict airtime conversion into mobile money. Key concerns include insufficient customer notification, onboarding of some customers without contracts, and potentially discriminatory practices, which raises issues under consumer protection principles and the Communications Act. Vodacom submitted written representations on 23 September 2025 and requested engagement with the NRA to clarify its position and outline the corrective measures taken, prior to any final determinations by the NRA.

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Vodafone Group Plc		H1 FY26 Results

Regulation (continued)

Networks, coverage and access

In Egypt, Vodafone’s strategy to phase out 3G services by the end of 2026 has been postponed, pending the development of an industry-wide shutdown roadmap by the NTRA that aligns with our migration plan; the specific timeline and conditions are still under negotiation. In preparation for the eventual 3G sunset, the NTRA has suspended type approvals and, effective as of 1 October 2025, prohibited the import and release of 3G-only devices. All future device shipments must now support at least 4G or 5G technology. This is an enforcement measure designed to accelerate ecosystem readiness and ensure a smooth, disciplined transition away from 3G.

In Egypt, the establishment and operation of data centres, as well as the provision of data centre and cloud computing services, require a formal license, which is granted for a period of fifteen years. In 2023, the NTRA introduced the cloud license. Vodafone’s cloud hosting services are subject to these regulatory requirements, although cloud service providers based outside Egyptian borders may still offer their services in the Egyptian market without being subject to all the regulations imposed domestically. This regulatory framework includes license fees, a 5% NTRA revenue share, and other applicable taxes.

Since late 2023, Vodafone Egypt’s Electronic Know-Your-Customer (‘EKYC’) program has progressed along two closely integrated tracks. The first track focuses on technical enablement in collaboration with the NTRA and is currently in the SDK integration phase, which encompasses environment setup, backend connectivity, and comprehensive end-to-end testing in preparation for launch. The second track, introduced in mid-2024, centres on digital signatures, with the Information Technology Industry Development Agency (‘ITIDA’) overseeing provider licensing and certification as Vodafone completes backend integrations and security approvals. This will enable customers to seamlessly transition from remote identity verification to contract execution within a unified digital process.

Concurrently, Vodafone is engaged in active negotiations with the NTRA to establish a regulatory framework for EKYC through a license annex. This annex aims to define the scope of permissible verification methods and liveness checks, delineate roles and controls, set audit and traceability standards, and align data protection, consent, retention, and revocation requirements. It will also specify protocols for fraud management and exception handling, including fallback procedures for assisted flow, establish service levels and incident reporting mechanisms, synchronise ITIDA certification for digital signature providers, and formalise security testing, approval gates, and milestone-based launch criteria.

With timelines nearing finalisation, the objective is to deliver a fully digital, compliant, and auditable customer journey, from EKYC verification through to digital signature, once the license annex is executed and all technical requirements, including integration, user acceptance testing, security, and operational playbooks, are completed.

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