Vodafone 2024 Annual Report

109 Vodafone Group Plc Annual Report 2024

Strategic report



Other information

The adjusted free cash flow for the three-year period ended on 31 March 2024 was €16.1 billion and equates to vesting under the FCF element of 65.3% of maximum. The chart to the right shows that our TSR performance over the three-year period ended on 31 March 2024 was below the median of the peer group resulting in no vesting under this measure. ESG performance across our three metrics was as follows: – GHG reduction: exceeded GHG reduction of 60% from the FY17 baseline as at 31 March 2024. – Women in management: exceeded 35% representation of women in management at 31 March 2024. – M-Pesa: slightly below ambition of 68.2m connections at 31 March 2024. The Committee reviewed the above performance and determined vesting under the ESG element of 96.9% of maximum. This reflected full achievement under the GHG reduction and the Women in management metrics where ambitions were exceeded, and partial vesting under the M-Pesa metric where strong progress against the stretching ambition was made.

2022 GLTI award: TSR performance Growth in the value of a hypothetical US$100 holding over the performance period, six-month averaging

117 148

100 120 140 160

116 141



102 119









40 60 80











Vodafone Group

Median of peer group

Outperformance of median 8.5% p.a.

The vesting outcome when applied to the number of shares granted is set out in the table below.

Adjusted free cash flow performance payout % of maximum

Maximum number of shares

Relative TSR performance payout % of maximum

ESG performance payout % of maximum

Weighted performance payout % of maximum

Value of shares vesting (’000)

2022 GLTI share awards subject to performance conditions vesting in August 2024

Number of shares vesting

Margherita Della Valle 0% 96.9% 48.9% 1,317,713 £893,936 Specified procedures are performed by our internal audit team over the adjusted free cash flow to assist with the Committee’s assessment of performance. The performance assessment in respect of the TSR measure is undertaken by WTW. ESG performance is presented to the ESG Committee and the Audit and Risk Committee prior to the achievement level being reviewed by the Remuneration Committee. Details of how the plan works can be found in the Remuneration Policy. Long-term incentive (‘GLTI’) awarded during the year (audited) 2,696,917 65.3% The independent performance conditions for the 2024 long-term incentive awards made in July 2023, and subject to a three-year performance period ending 31 March 2026, are adjusted free cash flow (60% of total award), relative TSR (30% of total award) and ESG (10% of total award) performance as follows: Adjusted FCF performance (60% of total award) Adjusted FCF performance (€bn) Vesting percentage (% of FCF element)

Below threshold Threshold Maximum TSR performance (30% of total award) Below threshold Threshold Maximum

<9.0 9.0 11.0

0% 20% 100%

Vesting percentage (% of TSR element)

TSR outperformance Below median Median 7.00% p.a.

0% 20% 100%

TSR peer group BT Group Orange

Deutsche Telekom Royal KPN

Liberty Global Telecom Italia



Telefónica Deutschland

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