Vodafone 2024 Annual Report

118 Vodafone Group Plc Annual Report 2024

Strategic report



Other information

Annual Report on Remuneration (continued)

Relative TSR (30% of total award) Following the annual review of the performance measures, which included a review of analysis provided by the Committee’s external advisers, the Committee determined that the TSR outperformance range for the 2025 award should be set at 7.0% p.a. at maximum. The Committee reviewed the TSR peer group and noted the removal of Telefónica Deutschland based on its recent unlisted status, and agreed to remove Royal KPN based on its relevance to the Company. Further details on the TSR outperformance range and peer group for the 2025 award are set out in the tables below. Relative TSR (30% of total award) TSR outperformance Vesting (% of relative TSR element) Below threshold Below median 0.0% Threshold Median 20.0% Maximum 7.0% p.a. 100.0% TSR peer group BT Group Deutsche Telekom Liberty Global MTN Orange Telecom Italia Telefónica Linear interpolation (i.e. straight-line vesting) occurs for performance between threshold and maximum. ESG (10% of total award) The table below sets out how performance under the ESG measure for the 2025 award will be assessed against two quantitative ambitions: Purpose focus area 1 Metric for 2025 GLTI Overall ambition Baseline position for 2025 GLTI Ambition for 2025 GLTI Protecting our Planet Net zero

90% reduction in Scope 1 & 2 emissions by 2030 against a FY20 baseline 2 40% representation of women in management by 2030

66% reduction in Scope 1 & 2 emissions versus a FY20 baseline at 31 March 2024 35% representation of women in management at 31 March 2024

86% reduction in Scope 1 & 2 emissions versus a FY20 baseline by 31 March 2027 37% representation of women in management by 31 March 2027

Empowering People

Female representation in management

Notes: 1. This year our Company Purpose has been refreshed and applicable focus areas outlined above have been renamed to Protecting the Planet and Empowering People. Read more on page 80. 2. This near-term greenhouse gas emissions reduction target has been validated by the Science Based Targets initiative (‘SBTi’). Each ambition for the 2025 award has been set by considering both our externally communicated targets and our internal progress as at 31 March 2024. The Committee agreed to remove the financial inclusion metric included in previous awards based on its sole focus on Vodacom Group which limits its global reach compared to other metrics outlined above. At the end of the performance period the Committee will assess achievement across the two metrics against the stated ambitions and determine vesting under this element. Full disclosure of the rationale for the final vesting decision will be provided in the relevant Directors’ Remuneration Report. 2025 remuneration for the Chair and Non-Executive Directors Fees for our Chair and Non-Executive Directors have been benchmarked against the FTSE 30 (excluding financial services companies). Following this year’s review it was agreed that the current additional fee levels for the Senior Independent Director and/or Committee Chairs would be increased. While it was agreed there would be no changes to the Chair and Non-Executive Director base fee at this time, fees will be assessed in next year’s review. Details of the 2025 fee levels are set out in the table below. Position/role 2025 fee payable £’000 2024 fee payable £’000 Chair 1 650 650 Non-Executive Director 115 115 Additional fee for the Senior Independent Director 35 25 Additional fee for Committee Chair: Audit & Risk 40 25 Additional fee for Committee Chair: Remuneration, ESG, and Technology 35 25 Note: 1. The Chair’s fee also includes the fee for the chairing of the Nominations and Governance Committee. Further remuneration information Dilution All awards are made under plans that incorporate dilution limits as set out in the guidelines for share incentive schemes published by the Investment Association. The current estimated dilution from subsisting executive awards is approximately 2.8% of the Company’s share capital at 31 March 2024 (2.4% at 31 March 2023), whilst from all-employee share awards it is approximately 0.3% (0.3% at 31 March 2023). This gives a total dilution of 3.1% (2.7% at 31 March 2023). Service contracts The terms and conditions of appointment of our Directors are available for inspection at the Company’s registered office during normal business hours and at the Annual General Meeting (for 15 minutes prior to the meeting and during the meeting). The Executive Directors have notice periods in their service contracts of 12 months. The Non-Executive Directors’ letters of appointment do not contain provision for notice periods or for compensation if their appointments are terminated. This report on remuneration has been approved by the Board of Directors and signed on its behalf by:

Amparo Moraleda On behalf of the Remuneration Committee 14 May 2024

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