Vodafone 2026 Annual Report

106 Vodafone Group Plc Annual Report 2026

Strategic report

Governance

Financials

Other information

Remuneration Policy continued

Malus and clawback The Remuneration Committee reviews the incentive plan results before any payments are made to executives or any shares vest and has full discretion to adjust the final payment or vesting if they believe circumstances warrant it. In particular, the Remuneration Committee has the discretion to use either malus or clawback as it sees appropriate. In the case of malus, the award may lapse wholly or in part, may vest to a lesser extent than it would otherwise have vested or vesting may be delayed. In the case of clawback, the Remuneration Committee may recover bonus amounts that have been paid up to three years after the relevant payment date, or recover share awards that have vested up to five years after the relevant grant date. In line with best practice guidance, the key trigger events for the use of the clawback arrangements include material misstatement of results, material miscalculation of performance condition outcomes, the Executive Director’s gross misconduct, or breach of their restrictive covenants, the Executive Director causing a material financial loss to the Group as a result of reckless or negligent conduct or inappropriate values or behaviour, corporate failure or serious reputational damage. The malus and clawback periods were selected based on what was considered appropriate timeframes to review whether any trigger events have occurred under the malus and clawback provisions and to align with the performance, holding, and share ownership periods. Estimates of total future potential remuneration from 2027 pay packages The tables to the right provide estimates of the potential future remuneration for Executive Directors based on the remuneration opportunity to be granted in the 2027 financial year. Potential outcomes based on different performance scenarios are provided in accordance with the relevant regulatory requirements.

The assumptions underlying each scenario are described below. Fixed Consists of base salary, benefits and pension. Base salary is at 1 July 2026.

Benefits are valued using total remuneration figures for the 2026 financial year table on page 110 (of the 2026 annual report). Pensions are valued by applying cash allowance rate of 10% of base salary at 1 July 2026. Base (£) Benefits (£) Pension (£) Total fixed (£) Group Chief Executive 1,332,565 49,000 133,257 1,514,822 Group Chief Financial Officer 725,000 62,000 72,500 859,500 Based on what a Director would receive if performance was in line with the Company’s business plan. The opportunity for the annual bonus (‘GSTIP’) is 100% of base salary under this scenario. The opportunity for the GLTI reflects assumed achievement mid-way between threshold and maximum performance. The opportunity for the MVSOs assumes a share price growth of 10% beyond the exercise price.

Mid-point

Maximum The maximum award opportunity for the GSTIP is 200% of base salary. The maximum GLTI opportunity reflects full vesting based on the maximum award levels set out in this Remuneration Policy (i.e. 350% of base salary for the Group Chief Executive and 315% of base salary for the Group Chief Financial Officer). The maximum MVSO opportunity assumes a share price growth of 30% beyond the exercise price. The same assumptions apply as for ‘Maximum’ but with a 50% uplift in the value of the GLTI award and, for MVSO, a 50% growth beyond the exercise price. All scenarios Long-term incentives consist of share awards only which are measured at face value in the case of GLTI awards and share price growth beyond the exercise price in the case of MVSO awards. Maximum +50%

Margherita Della Valle Group Chief Executive

Pilar López Group Chief Financial Officer

£000 14,174 49%

£000 7,203 47%

48% 6,159

50% 12,042

25% 21% 45% 3,385

23% 20% 47% 6,525

14% 24%

12% 20%

13% 22%

11% 19%

Fixed 100% 1,515

100% 859

Mid-point

Maximum

Fixed

Mid-point

Maximum

Maximum (assuming 50% share price growth)

Salary, Benefits, and Pension Annual Bonus Long-Term Incentive