72 Vodafone Group Plc Annual Report 2026
Strategic report
Governance
Financials
Other information
Chair’s governance statement We seek to ensure the highest standards of corporate governance remain embedded throughout the Company Dear shareholders,
On 18 February 2026, we announced our agreement to sell our interests in VodafoneZiggo Group Holding B.V. to Liberty Global plc for €1.0 billion in cash and a 10% shareholding in a soon-to-be-formed Benelux entity, which will own 100% of both VodafoneZiggo and Liberty Global’s Belgian subsidiary, Telenet Group Holding. The transaction is subject to the receipt of customary approvals and regulatory clearances and is expected to complete in the second half of 2026. On 5 May 2026, we announced our agreement for the buyout of CK Hutchison Group Telecom Holding Limited from the VodafoneThree joint venture for £4.3 billion (€4.9 billion) via a cancellation of shares. Completion is subject to the receipt of approvals under the UK National Security and Investment Act and expected in the second half of 2026. Following completion, Vodafone will become the sole owner of VodafoneThree, the UK’s largest mobile operator and one of the fastest growing broadband providers. Concluding an extensive and rigorous international recruitment process, supported by Egon Zehnder and MWM, Pilar López was formally appointed as Chief Financial Officer and Executive Director to the Board on 1 December 2025, following Luka Mucic’s departure on 30 November 2025. Pilar had initially joined the Company on 1 October 2025 as Chief Financial Officer Designate to enable a smooth transition and handover from Luka. Pilar brings strong experience from the finance, telecoms and technology sectors across Europe and Emerging Markets, and is an excellent addition to our team. Board composition Executive Directors
Non-Executive Directors As I discussed in last year’s report, there were a number of scheduled changes in the composition of our Non-Executive Directors and Board Committees expected during FY26. With effect from the conclusion of the 2025 Annual General Meeting, David Nish retired as a Board Member and our Senior Independent Director (‘SID’), Simon Segars was appointed SID and joined the Nominations and Governance Committee. Anne-Françoise Nesmes was appointed as a Non-Executive Director and joined the Audit and Risk and ESG Committees. Simon Dingemans, Non-Executive Director, was appointed as Chair of the Audit and Risk Committee and member of the Remuneration Committee. Michel Demaré, Non-Executive Director ceased to be a member of the Nominations and Governance Committee. Christine Ramon, Non-Executive Director ceased to be a member of the ESG Committee and joined the Remuneration Committee. Delphine Ernotte Cunci, Non-Executive Director ceased to be a member of the Remuneration Committee and joined the Nominations and Governance Committee. The Board, together with the Nominations and Governance Committee, has continued to monitor the composition and skills of the Board with a focus on succession planning for our Non-Executive Directors as there are scheduled retirements anticipated over the next couple of years. On 15 May 2026 we announced that Amparo Moraleda will not be seeking re-election at the 2026 Annual General Meeting (‘AGM’) and will be retiring as a Board member and Chair of the ESG and Remuneration Committees with effect from the conclusion of the AGM. I would like to take the opportunity to thank Amparo for her outstanding service to the Company. In light of this change, with effect from the conclusion of the
experience. Our spectrum and network sharing activation is ahead of plan, with 28.6 million Vodafone and Three customers already benefiting from seamlessly using both networks and we have upgraded over 8,000 radio sites, removing a total of 16,500 km 2 of ‘not spot’ areas. On 1 October 2025, we completed the acquisition of assets of Telekom Romania Mobile Communications S.A for €30 million, strengthening our position in the market. The integration is fully underway and we are migrating the contract customer base. On 4 December 2025, we announced that Vodacom Group Ltd had agreed to acquire an effective 20% of the issued share capital in Safaricom Plc, Kenya’s leading telecoms operator. Vodacom will acquire 15% from the Government of Kenya for a cash consideration of €1.36 billion, and 5% from Vodafone for a cash consideration of €0.45 billion. Following completion of the acquisition, Safaricom will be owned by Vodacom (55%), the Government of Kenya (20%) and public investors (25%) and will be consolidated by both Vodacom and Vodafone. The acquisition provides both Vodafone and Vodacom with an opportunity to gain controlling ownership of one of Africa’s most successful telecoms and financial services businesses. Completion of the acquisition is subject to certain conditions and is currently prevented by a court order. The parties expect to resolve the court proceedings and complete the acquisition in the 2026 calendar year. On 17 December 2025, we announced the acquisition of Skaylink, a cloud, digital transformation and security specialist. The acquisition will support the acceleration of our growth in key areas, such as professional and managed services, cloud and security in Germany and across Europe.
On behalf of the Board, I am pleased to present the Corporate Governance Report for the year ended 31 March 2026. This report provides details about the Board and an explanation of our individual roles and responsibilities. It also provides an insight into the activities of the Board and Committees over the year and how we seek to ensure the highest standards of corporate governance remain embedded throughout the Company, underpinning and supporting our business and the decisions we make. I would like to give thanks to my fellow Directors, the executive team, and the people of Vodafone for everything you have delivered over this year. Your energy and passion drives us forward in keeping We have continued to progress and implement the strategic transformation plans focused on three priorities: Customers, Simplicity and Growth. We have been accelerating financially in line with expectations and must now continue to drive the next phase of our transformation; to see Vodafone grow. After the changes and momentum of the last two years, we are now well positioned, for multi-year growth across both Europe and Africa. Strategic activity FY26 has seen a continuation of strategic activity for Vodafone. On 31 May 2025, we completed the merger of Vodafone UK and Three UK. VodafoneThree is now the biggest mobile network operator in the UK with 28 million customers, with a multi-brand mobile strategy in Consumer through the Vodafone, Three, VOXI, SMARTY and Talkmobile brands. It was a fast start to our merger integration including significant network improvements as part of our promise to deliver a best-in-class everyone connected. The year in review
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