Vodafone 2024 Annual Report

Annual Report on Remuneration (continued) 110 Vodafone Group Plc Annual Report 2024 Strategic report

Governance

Financials

Other information

ESG performance – 10% of total award Purpose pillar

ESG metric for 2024 GLTI

Overall ambition

Baseline position for 2024 GLTI 52% reduction in Scope 1 & 2 emissions versus a FY20 baseline at 31 March 2023 34% representation of women in management at 31 March 2023 60.7m financial inclusion customers at 31 March 2023

Ambition for 2024 GLTI

Planet

Net zero

Net zero under Scope 1 & 2 by 2030 1 40% representation of women in management by 2030 >75m financial inclusion customers by 2026

84% reduction in Scope 1 & 2 emissions versus a FY20 baseline by 31 March 2026 36% representation of women in management by 31 March 2026 70.0m financial inclusion customers by 31 March 2026

Inclusion for All

Female representation in management

Digital Society/ Inclusion for All

Financial inclusion customers

Note: 1. This carbon reduction ambition has been approved by the Science Based Targets initiative.

The table below sets out the conditional awards of shares made to Margherita Della Valle in July 2023 and Luka Mucic in November 2023. The number of shares awarded for the maximum vesting level granted were based on the closing share price prior to the day of grant. At the time of the awards vesting, the Remuneration Committee will assess if any adjustments are required based on any windfall gains believed to have occurred.

Maximum vesting level (number of shares) 8,061,395 4,670,854

Proportion of maximum award vesting at minimum performance

Maximum vesting level (face value 2 ) £6,250,000 £3,400,000

Performance period end 31 Mar 2026 31 Mar 2026

2024 GLTI performance share awards made in 2023 1

Margherita Della Valle

1/5th 1/5th

Luka Mucic

Notes: 1. GLTI awards were granted as conditional share awards over shares with a value equal to the percentages of salary referred to on page 99. Dividend equivalents on the shares that vest are paid in cash after the vesting date. 2. Face value calculated based on the closing share price on 26 July 2023 (day immediately preceding the date of the July grant) of 77.5 pence in respect of the award made to Margherita Della Valle and the closing share price on 16 November 2023 (day immediately preceding the date of the November grant) of 73.2 pence in respect of the award made to Luka Mucic. Outstanding awards The structure for awards made in July 2022 (vesting July 2025) and July 2023 (vesting July 2026) is set out on the previous page. Further details of the structure of these awards, and relevant targets, can be found in the Annual Report on Remuneration of the relevant year. All-employee share plans During the year the Executive Directors were eligible to participate in the Vodafone Group Sharesave Plan which is a HM Revenue & Customs (‘HMRC’) approved scheme. Options under the plan are granted at up to a 20% discount to market value. No Executive Directors currently hold options under the plan. Pensions (audited) During the 2024 financial year, Margherita Della Valle accrued benefits under the defined contribution pension plan of £10,000, with the remainder of her 10% of base salary pension benefit for the year delivered as a cash allowance. Luka Mucic received a pro-rated cash allowance of 10% of base salary. Margherita Della Valle has not participated in a Vodafone sponsored defined benefit scheme during her employment. The Executive Directors are provided benefits in the event of death in service. In the event of ill health, an entitlement to benefit of two-thirds of base salary, up to a maximum benefit determined by the insurer, may be provided up until state pension age. In respect of the Executive Committee members, during the year the Group has made aggregate contributions of £171,177 (2023: £147,507) into defined contribution pension schemes during the year. Alignment to shareholder interests (audited) Share ownership levels and requirements for individuals who held the position of Executive Director are set out in the table below. As shown in the chart below, both executives increased their shareholding level during the year. The share price used for measurement purposes decreased from 93.85 pence for the 31 March 2023 measurement to 67.84 pence for the 31 March 2024 measurement.

Date for requirement to be achieved

Requirement as a % of salary

Current % of salary held

% of requirement achieved

Number of shares owned

Value of shareholding

At 31 March 2024

Margherita Della Valle

500% 400%

172% 322%

34% 3,172,674 81% 3,610,000

£2.2m Apr 2028 £2.4m Sep 2028

Luka Mucic

Margherita Della Valle (as at 31 March 2024) Actual holding (number of shares) Holding scenario (% of salary)

Luka Mucic (as at 31 March 2024) Actual holding (number of shares)

Goal deadline: April 2028

Goal deadline: September 2028

Holding scenario (% of salary)

500%

42% increase

3.6m

3.2m

400%

387%

1.8m

322%

292%

2.2m

258%

207%

172%

138%

Goal

Actual 31/03 2024

Actual 31/03 2023

Illustrative 20% SP decrease

Illustrative 20% SP increase