Share Plans

If you leave Vodafone for any reason within six complete calendar months from the end of the month of the date of an award, those awards will be forfeited in full, i.e. if you were granted shares in July and your leave date is before 1 January then the award will be forfeited in full.

What happens to your remaining awards depends on your reason for leaving:

If you leave due to:

• retirement, ill-health, disability or injury; or
• redundancy and you hold only GLTR awards at your leave date.

you will receive a reduced number of shares, based on the length of time you were employed during the vesting period.

If you leave due to redundancy (and you hold GLTI awards) or leave for any other leaver reason, at your leave date any unvested awards will be forfeited in full

If you hold only GLTR awards at the end of your employment with Vodafone, they will vest shortly after your employment with Vodafone ends.

If you hold any GLTI awards, these awards (along with any other GLTR awards) will vest on the scheduled vest date and any Company performance elements to your award will be based upon the full performance period.

Any awards that would otherwise vest on their scheduled vesting date may lapse if you leave Vodafone by reason of retirement or redundancy and you:

• start working with or for a company that competes with Vodafone
• seek business from Vodafone customers or suppliers; or
• solicit former colleagues that you’ve worked closely with.

If there’s tax withholding to pay, some of the shares that vest to you will be sold to meet your estimated tax liability. The remaining shares will be transferred to your MyShareBank account on EquatePlus. You can hold these shares in your MyShareBank for up to 90 days from your leave date and you will then need to either transfer the shares to a personal brokerage account or sell the shares.

If you’ve got any questions about what leaving could mean for your share awards, contact shareplans@vodafone.com