Exhibit 1.2
Vodafone Group Plc
U.S. $1,000,000,000
5.00% Notes due 2013
I, Neil Garrod, Deputy Group Treasurer of Vodafone Group Plc (the “Company”), pursuant to resolutions duly adopted by the Board of Directors of the Company on February 18, 2003 whereby, inter alia, certain officers of the Company were authorized to approve on behalf of the Company those terms of the issue of U.S.$1,000,000,000 aggregate principal amount of its 5.00% Notes due 2013 (the “Securities”) issued by the Company, and resolutions of such officers duly adopted on September 15, 2003, HEREBY APPROVE AND CONFIRM the following such terms:
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| Title of Securities: | | 5.00% Notes due 2013 |
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| Issue Price: | | 99.213% |
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| Issue Date: | | September 22, 2003 |
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| Principal Amount of Securities: | | U.S.$1,000,000,000 |
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| Form of Securities: | | The Securities 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., and executed and delivered in substantially the form attached hereto as Exhibits A and B. |
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| Maturity: | | December 16, 2013 |
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| Interest Rate: | | 5.00% |
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| Place of Payment, Paying Agent: | | Citibank, N.A.
Corporate Agency & Trust
111 Wall Street
14th Floor
New York, NY 10043 |
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| Notices and Demands to Company: | | Vodafone Group Plc
Vodafone House
The Connection
Newbury
Berkshire RG14 2FN, England |
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| | | Or
CT Corporation System
111 8th Avenue
13th Floor
New York, NY 10011 |
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| Redemption Provisions: | | Optional, in whole or in part, at the option of the Company, at any time in accordance with the redemption provisions set out in the forms of the note attached hereto as Exhibits A and B. |
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| Further Issuances | | The Company may, at its option, at any time and without the consent of the then existing holders of the Securities issue additional notes in one or more transactions subsequent to the date hereof with terms (other than the issuance date, issue price and, possibly, the first interest payment date) identical to the Securities. These additional notes will be deemed to be part of the same series as the Securities and will provide the holders of these additional notes the right to vote together with holders of the Securities. |
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| Other Terms of the Securities: | | The other terms of the Securities shall be substantially as set forth in the Indenture, dated February 10, 2000, the Base Prospectus, dated November 30, 2000 (the “Base Prospectus”) and the Prospectus Supplement, dated September 15, 2003 (the “Prospectus Supplement”) relating to the Securities and the forms of the note attached hereto as Exhibits A and B. |
Dated: September 22, 2003
| | | | |
| | | | /s/ Neil Garrod
|
| | | | Name: Neil Garrod |
| | | | Title: Deputy Group Treasurer |
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