Appendix III Important notice
This presentation has been prepared by Vodafone Group plc (“Vodafone”) in connection with: (i) Vodafone’s changing shape and footprint; (ii) its agreement for the sale of Vodafone Italia s.p.a. ; (iii) its capital allocation review (together, the “Investor Updates”). The information set out in this presentation is not intended to form the basis of any contract. By attending (whether in person, by telephone or webcast) this presentation or by reading the presentation slides, you agree to the conditions set out below. This presentation (including any oral briefing and any question-and-answer session in connection with it) is for information only. The presentation is not intended to, and does not constitute, represent or form part of any offer, invitation, inducement or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. It must not be acted on or relied on in connection with any contract or commitment whatsoever. It does not constitute a recommendation regarding any securities. Nothing herein should be construed as financial, legal, tax, accounting, actuarial or other specialist advice. No shares are being offered to the public by means of this presentation. You should conduct your own independent analysis of the Vodafone Group and the Investor Updates, including consulting your own independent advisers in order to make an independent determination of the suitability, merits and consequences of the Investor Updates. The release, presentation, publication or distribution of this presentation in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. You have been provided access to this presentation on the basis that you are an investment professional for the purposes of Article 19 or a member of the press for the purposes of Article 47 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or a person who is otherwise permitted by law to receive it. No other person should act or rely on the information presented and you agree to be bound by the following conditions. You may not disseminate these slides or any recording of this conference, in whole or in part, without the prior consent of Vodafone. Nothing in this presentation constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient. This presentation contains non-GAAP financial information which the Vodafone Group’s management believes is valuable in understanding the performance of the Vodafone Group. This includes Adjusted EBITDal and OpFCF. However, non-GAAP financial information is not uniformly defined by all companies and therefore it may not be comparable with similarly titled measures disclosed by other companies, including those in the Vodafone Group’s industry. Although these measures are important in the assessment and management of the Vodafone Group’s business, they should not be viewed in isolation or as replacements for, but rather as complementary to, the comparable GAAP measures. Information in this presentation relating to the price at which relevant investments have been bought or sold in the past or the yield on such investments cannot be relied upon as a guide to the future performance of such investments. No statement in this presentation is intended as a profit forecast or estimate for any period. Statements of potential cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, any cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. This presentation includes certain information from third-party sources. The Vodafone Group has not independently verified the market data or other information (i) contained in third-party sources or (ii) on which such third-party sources are based, nor does the Vodafone Group make any representation or give any warranty as to the accuracy or completeness of such information. The information from third-party sources that is cited here has been reproduced accurately. References to Vodafone Group are to Vodafone Group Plc and its subsidiaries unless otherwise stated. The Vodafone trade mark is owned by Vodafone. Other product and company names mentioned herein may be the trade marks of their respective owners.
This presentation, along with any oral statements made in connection therewith, contains “forward-looking statements” including within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to the Vodafone Group’s financial condition, results of operations and businesses, including, but not limited to, the Vodafone Group’s plans and objectives, including the Vodafone Group’s strategy and consensus forecasts for Vodafone Italy, which are subject to risks and uncertainties because they relate to future events. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions including as to future potential cost savings, synergies, earnings, cash flow, return on average capital employed, production and prospects. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “believe’’, “could’’, “estimate’’, “expect’’, “intend’’, ‘‘may’’, “plan’’, “objectives’’, “outlook’’, “probably’’, “project’’, “seek’’, “risks’’, “goals’’, “should’’, “will”, “plan”, “pathway”, “target”, “create”, “ambition”, “outcome” or “accelerate” and similar terms and phrases (including in their negative form). By their nature, forward- looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. Reliance should not be placed on any such statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and Vodafone’s plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. There are a number of factors that could affect the future operations of the Vodafone Group and Vodafone Italy and could cause those results to differ materially from those expressed in the forward-looking statements included in this presentation, including (without limitation): (a) currency fluctuations; (b) loss of market share and industry competition; and (c) changes in trading conditions. All forward-looking statements contained in this presentation are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward- looking statements. A review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found under “Forward looking-statements and other matters” in Vodafone’s Q3 results for the three months ended 31 December 2023. This can be found at investors.vodafone.com. All subsequent written or oral forward-looking statements attributable to Vodafone, to any member of the Vodafone Group or to any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in or made in connection with this presentation will be realised. Any forward-looking statements are made as of the date of this presentation. Vodafone does not undertake any obligation to release publicly any revisions to any information (including forward looking statements) to reflect events and circumstances after the date of this presentation, or to reflect the occurrence of unanticipated events, except as may be required under applicable laws and regulations. None of Vodafone, Vodafone Group, Vodafone Italy or their shareholders, subsidiaries, affiliates, associates, or their respective directors, officers, partners, employees, representatives and advisers(the “Relevant Parties”) makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this presentation, or otherwise made available, nor as to the reasonableness of any assumption contained in such information, and any liability therefor (including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. No information contained herein or otherwise made available is, or shall be relied upon as, a promise, warranty or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of such information. None of the Relevant Parties has independently verified the material in this presentation.
Investor update ⫶ March 2024
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