Vodafone 2025 Annual Report

Vodafone Group Plc Annual Report 2025 185

Strategic report

Governance

Financials

Other information

Movements in outstanding ordinary share options

- 26. Share based payments The Group has a number of share plans used to award shares to Executive Directors and employees as part of their remuneration package. A charge is recognised over the vesting period in the consolidated income statement to record the cost of these, based on the fair value of the award on the grant date. Accounting policies The Group issues equity-settled share-based awards to certain employees. Equity-settled share-based awards are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based award is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted for the effect of non-market-based vesting conditions. A corresponding increase in additional paid-in capital is also recognised. Some share awards have an attached market condition, based on total shareholder return (‘TSR’), which is taken into account when calculating the fair value of the share awards. The valuation for the TSR is based on Vodafone’s ranking within the same group of companies, where possible, over the past five years. The fair value of awards of non-vested shares is a calculation of the closing price of the Company’s shares on the day prior to the grant date, adjusted for the present value of the delay in receiving dividends where appropriate. The maximum aggregate number of ordinary shares which may be issued in respect of share options or share plans will not (without shareholder approval) exceed: − 10% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have been allocated in the preceding ten year period under all plans; and − 5% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have been allocated in the preceding ten year period under all plans, other than any plans which are operated on an all-employee basis. Share options Vodafone Sharesave Plan Under the Vodafone Sharesave Plan UK staff may acquire shares in the Company through monthly savings of up to £375 over a three and/or five year period. The savings may then be used to purchase shares at the option price, which is set at the beginning of the invitation period at a discount of up to 20% to the then prevailing market price of the Company’s shares. Share plans Vodafone Group executive plans Under the Vodafone Global Incentive Plan awards of shares are granted to Directors and certain employees. The release of these shares is conditional upon continued employment and for some awards achievement of certain performance targets measured over a three year period.

Ordinary share options

2025 Millions

2024 Millions

2023 Millions

1 April

70 13

62 63

61 50 (2) (8) (39) 62

Granted during the year Forfeited during the year Exercised during the year Expired during the year

(1)

(1)

(17) 65

(54) 70

31 March

Weighted average exercise price: 1 April Granted during the year Forfeited during the year Exercised during the year Expired during the year

£0.66 £0.61 £0.63 £0.58 £0.74 £0.62

£0.87 £0.58 £0.81 £1.06 £0.82 £0.66

£1.02 £0.83 £1.02 £1.05 £1.01 £0.87

31 March

Summary of options outstanding

31 March 2025 Weighted

31 March 2024 Weighted

Outstanding Millions

Weighted Outstanding

Weighted Months

price

Months

Millions

price

Vodafone Group Sharesave Plan: £0.58 - £1.57

65

£0.62

23

70

£0.66

31

Share awards Movements in non-vested shares are as follows:

2025

2024

2023

Weighted

Weighted average fair value at grant date

Weighted average fair value at grant date

average fair value at grant date

Millions 317 187 (85) (50) 369

Millions 261 177 (76) (45) 317

Millions 270 120 (70) (59) 261

1 April Granted Vested Forfeited 31 March

£0.92 £0.70 £1.09 £0.90 £0.77

£1.14 £0.72 £1.17 £0.99 £0.92

£1.07 £1.17 £1.15 £0.89 £1.14

Other information The total fair value of shares vested during the year ended 31 March 2025 was £93 million (2024: £89 million; 2023: £81 million). The compensation cost included in the consolidated income statement in respect of share options and share plans was € 112 million (2024 : €1 25 million; 2023 : €1 41 million) which is comprised principally of equity-settled transactions. The average share price for the year ended 31 March 2025 was 71.3 pence (2024: 74.7 pence; 2023: 108.2 pence).

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