Vodafone Group Public Limited (VOD) 8-A12B Registration of securities on exchange

Exhibit 1.2

Vodafone Group Plc

U.S.$600,000,000 2.875% Notes due March 2016

U.S.$500,000,000 4.375% Notes due March 2021

I, Neil Garrod, Director of Treasury of Vodafone Group Plc (the “Company”), pursuant to resolutions duly adopted by the Board of Directors of the Company on March 2, 2010, whereby, inter alia, certain officers of the Company were authorized to approve on behalf of the Company the terms of an issue of U.S.$600,000,000 aggregate principal amount of its 2.875% Notes due March 2016, executed and delivered in substantially the form attached hereto as Exhibits A and B (the “Tranche 1 Notes”) and an issue of U.S.$500,000,000 aggregate principal amount of its 4.375% Notes due March 2021 executed and delivered in substantially the form attached hereto as Exhibit C (the “Tranche 2 Notes”), HEREBY APPROVE AND CONFIRM the terms set forth below and in Exhibit D hereto:

Tranche 1 Notes

The terms set forth with respect to the Tranche 1 Notes in Exhibits A and B.

The Tranche 1 Notes will be issued in fully registered form and will be represented by two Global Securities, which will be registered in the name of The Depository Trust Company’s nominee, Cede & Co.

Tranche 2 Notes

The terms set forth with respect to the Tranche 2 Notes in Exhibit C.

The Tranche 2 Notes will be issued in fully registered form and will be represented by a Global Security, which will be registered in the name of The Depository Trust Company’s nominee, Cede & Co.

Terms applicable to each of the Notes:

Place of Payment, Paying Agent:	The Bank of New York Mellon
	Corporate Trust Office
	101 Barclay Street
	New York, NY 10286
	The Bank of New York Mellon
	40th Floor
	One Canada Square
	London E14 5AL

Notices and Demands to Company:	Vodafone Group Plc
	Vodafone House
	The Connection
	Newbury
	Berkshire RG14 2FN, England
	Or
	CT Corporation System
	111 8th Avenue
	13th Floor
	New York, NY 10011
Other Terms of the Notes:	The other terms of the Notes shall be substantially as set forth in the Indenture, dated February 10, 2000, the Base Prospectus dated July 28, 2010, and the Prospectus Supplement, dated March 9, 2011 (the “Prospectus Supplement”), relating to the Securities and the forms of the notes attached hereto as Exhibits A through C.

Dated:  March 16, 2011

/s/ Neil Garrod
Name:	Neil Garrod
Title:	Director of Treasury

Exhibit D

DESCRIPTION OF THE NOTES

2.875% Notes due March 2016(the “Tranche 1 Notes”)

Maturity Date:	We will repay the Tranche 1 Notes on March 16, 2016 at 100% of their principal amount plus accrued and unpaid interest.
Issue Date:	March 16, 2011.
Issue Price:	99.506% of the principal amount, plus accrued interest, if any, from and including March 16, 2016 to the date the Tranche 1 Notes are delivered to investors.
Interest Rate:	2.875% per annum.
Interest Payment Dates:	Semi-annually on March 16 and September 16 of each year, commencing September 16, 2011, up to and including the maturity date for the Tranche 1 Notes, subject to the applicable business day convention.
Business Day Convention:	Following, unadjusted.
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 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 15 basis points, together with accrued interest to the date of redemption.

4.375% Notes due March 2021 (the “Tranche 2 Notes” and, together with the Tranche 1 Notes, the “Notes”)

Maturity Date:	We will repay the Tranche 2 Notes on March 16, 2021 at 100% of their principal amount plus accrued and unpaid interest.
Issue Date:	March 16, 2011.
Issue Price:	99.288% of the principal amount, plus accrued interest, if any, from and including March 16, 2011 to the date the Tranche 2 Notes are delivered to investors.
Interest Rate:	4.375% per annum.
Interest Payment Dates:	Semi-annually on March 16 and September 16 of each year, commencing September 16, 2011, up to and including the maturity date for the Tranche 2 Notes, subject to the applicable business day convention.
Business Day Convention:	Following, unadjusted.
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 20 basis points, together with accrued interest to the date of redemption.

The following terms apply to each of the Notes:

Business Days:	New York.
Ranking:	The Notes will rank equally with all present and future unsecured and unsubordinated indebtedness of Vodafone. Because we are a holding company, the Notes will effectively rank junior to any indebtedness or other liabilities of our subsidiaries.
Regular Record Dates for Interest:	With respect to each interest payment date, the regular record date for interest on global securities in registered form will be the close of business on the Clearing System Business Day prior to the date for payment, where “Clearing System Business Day” means Monday to Friday, inclusive, except December 25 and January 1. The regular record date for interest on debt securities that are represented by physical certificates will be the date that is 15 calendar days prior to such date, whether or not such date is a business day.
Payment of Additional Amounts:	We intend to make all payments on the Notes without deducting United Kingdom (U.K.) withholding taxes. If any deduction is required on payments to non-U.K. investors, we will pay additional amounts on those payments to the extent described under “Description of Debt Securities We May Offer — Payment of Additional Amounts” in the prospectus.
Optional Tax Redemption:	We may redeem the Notes before they mature if we are obligated to pay additional amounts due to changes on or after the date of the final term sheet in U.K. withholding tax requirements, a merger or consolidation with another entity or a sale or lease of substantially all our assets and other limited circumstances described under “Description of Debt Securities We May Offer—Payment of Additional Amounts” in the prospectus. In

	that event, we may redeem the Notes in whole but not in part on any interest payment date, at a price equal to 100% of their principal amount plus accrued interest to the date fixed for redemption.
Adjusted Treasury Rate:	“Adjusted treasury rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.
	“Comparable treasury issue” means the U.S. Treasury security selected by the quotation agent as having a maturity comparable to the remaining term of such notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining terms of such notes.
	“Comparable treasury price” means, with respect to any redemption date, the average of the reference treasury dealer quotations for such redemption date.
	“Quotation agent” means the reference treasury dealer appointed by the trustee after consultation with us. “Reference treasury dealer” means any primary U.S. government securities dealer in New York City selected by the trustee after consultation with us.
	“Reference treasury dealer quotations” means with respect to each reference treasury dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the comparable treasury issue (expressed as a percentage of its principal amount) quoted in writing to the trustee by such reference treasury dealer at

	5:00 p.m. Eastern Standard Time on the third business day preceding such redemption date.
Listing:	We will file an application to list the Notes on the New York Stock Exchange. We expect that the Notes will be eligible for trading on the New York Stock Exchange within 30 days after delivery of the Notes.
Use of Proceeds:	We intend to use the net proceeds from the sale of the Notes for general corporate purposes.
Risk Factors:	You should carefully consider all of the information in the prospectus supplement and the prospectus, which includes information incorporated by reference. In particular, you should evaluate the specific factors under “Risk Factors” beginning on page 5 of the prospectus and “Principal risk factors and uncertainties” beginning on page 38 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2010 for risks involved with an investment in the Notes.
Trustee and Principal Paying Agent:	The Bank of New York Mellon.
Timing and Delivery:	We currently expect delivery of the Notes to occur on or about March 16, 2011.
Underwriters:	Barclays Capital Inc., BNP Paribas Securities Corp., Mizuho Securities USA Inc. and Morgan Stanley & Co. Incorporated.