Vodafone FY25 Annual Report
Vodafone Group Plc Annual Report 2025
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Vodafone Group Plc Annual Report 2025
Welcome to our 2025 Annual Report Helping you get the most from our 2025 reporting suite You’ll find the fundamentals of our business within our annual report, for greater detail on the topics that matter to you, please refer to our cross-referencing table. We continue to move our future reporting under the Corporate Sustainability Reporting Directive (‘CSRD’).
In this report Strategic report
1 FY25 highlights 2 About Vodafone 3 Business model 6 Key performance indicators 8 Chair’s message 9 Chief Executive’s statement and strategic roadmap 10 Mega trends 11 Stakeholder engagement 14 Our people strategy 19 Our financial performance 30 Purpose, sustainability and responsible business 31 ESG governance structure and reporting 34 Protecting the Planet 39 Empowering people 42 Maintaining trust 44 – Human rights 46 – Privacy, security and resilience 53 Non-financial information 55 Our principle risks and uncertainties 60 Risk management 61 Climate-related risk Governance 67 Governance at a glance 68 Chair’s governance statement 70 Our governance structure and responsibilities 73 Our Board 77 Our Executive Committee 78 Culture and the Board 79 Board activities and effectiveness 83 Nominations and Governance Committee 86 Audit and Risk Committee 92 Technology Committee 93 ESG Committee 94 Remuneration Committee 97 Annual Report on Remuneration 116 Reporting on our financial performance 117 Directors’ statement of responsibility 119 Auditor’s report 127 Consolidated financial statements and notes 206 Company financial statements and notes Other information 213 Non-GAAP measures 223 Shareholder information 229 History and development, and regulation 236 Form 20-F cross reference guide 240 Forward-looking statements 241 Definition of terms 107 Remuneration Policy 113 US listing requirements 114 Directors’ report Financials
Modern Slavery Statement
Vodafone Annual Report
ESG Addendum & Methodology
Climate Transition Plan
Pay Gap Reporting Site
Code of Conduct
Transparency Report
Our reporting suite Strategy Financial Performance Stakeholder Engagement People Strategy GHG Emissions & Net Zero Human Rights Modern Slavery Privacy & Cyber Security Climate Related Risk Our Governance Structure Pay Gap Key:
Human Rights
Detailed information available
High level information available
Visit our corporate website and investor site to see the full reporting suite: investors.vodafone.com/esga-z
New shape of the Group Following the announced sale of Vodafone Spain and Vodafone Italy as part of right-sizing our portfolio for growth, both businesses are now treated as discontinued operations, and therefore excluded from Group results for continuing operations. Prior periods have also been restated to reflect the new shape of the Group. Environmental, Social and Governance (‘ESG’) reporting This year we have simplified our ESG reporting in the Annual Report as we have focused on embedding our purpose strategy across the business. We also report against a number of voluntary reporting frameworks to help our stakeholders understand our sustainable business performance. Disclosures prepared in accordance with the Global Reporting Initiative (‘GRI’) and Sustainability Accounting Standards Board (‘SASB’) guidance can be found in our ESG Addendum and on our website.
This document is the Group’s UK Annual Report and is not the Group’s Annual Report on Form 20-F that will be filed separately with the US SEC. This report contains references to Vodafone’s website, and other supporting disclosures located thereon such as videos, our ESG Addendum and Methodology document, and our cyber security factsheet, amongst others. These references are for readers’ convenience only and information included on Vodafone’s website is not incorporated in, and does not form part of, this Annual Report. References We have cross-referenced
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Vodafone Group Plc Annual Report 2025 1
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FY25 highlights
Vodafone has changed Over the last two years, we have made good progress against our strategic priorities, which are focused on Customers, Simplicity and Growth. We have reshaped our European footprint, reset our capital structure, improves customer satisfaction, simplified our operations and grown digital services. €13.3bn of cash proceeds from Spain, Italy & Vantage disposals. Our UK merger completed on 31 May 2025 FY25 results Our financial performance was in line with expectations for the year. Highlights €4.5c Full year dividend per share R ead more about our financial performance in FY25 on pages 19 to 29 Notes: 1. Opex and productivity targets have been restated to reflect the disposals of Vodafone Italy and Vodafone Spain. 2. This is a non-GAAP measures. See page 213 for more information. 3. As at October 2024. 4. Organic growth. See page 214 for more information. 5. The employee engagement index is based on an average index of responses to three questions: satisfaction working at Vodafone; experiencing positive emotions at work; and recommending us as an employer. 6. Updated methodology reflecting average monthly capital employed throughout the year.
Customers Consumer NPS
Simplicity Europe opex savings 1 €0.4bn (FY23–FY25)
Growth Organic service revenue growth 2,4 +5.1% (FY24:+6.3%) Reported service revenue growth +2.8% (FY24: -1.3%) Adjusted free cash flow 2 €2.5bn (FY24: €2.6bn) Net cash inflow/(outflow) for the year €4.9bn (FY24: €(5.4)bn)
Revenue market share
Detractors
Germany UK
Productivity (role reductions) 7.7k (up to FY25 vs. 10k in 3-year plan) Shared operations NPS +81% (May’24: 85%) Employee engagement 3,5 +75% (May’24: 75%)
Other Europe South Africa Key: Improved Deteriorated Stable Network quality ‘Very good reliability’ in all European markets. German cable network quality recognised in 4 independent tests.
Organic service revenue growth 2 – Decline in Germany more than offset by growth across rest of Europe, Africa & Türkiye – Vodafone Business accelerating throughout the year (Q4: +5.1%)
Adjusted EBITDAaL 2 – On a like-for-like basis +2.5% growth in FY25 – Revenue growth and lower energy costs, offset by MDU impact and higher investment in Germany, CX and Business.
Return on capital employed (‘ROCE’) 2 – Pre-tax ROCE broadly unchanged year-on-year – Post-tax ROCE +4.4%, FY24: +4.4%
FY24 EBITDAaL (reported)
€11.0bn
7.2% 5
FY25 Other markets Underlying Germany FY24 MDU Impact
5.4%
Q4 FY25 Q3 FY25 Q2 FY25 Q1 FY25
4.2%
(0.8)pp
Organic Growth +2.5%
(0.3)pp
5.2%
5.4%
0.9pp
FY25 EBITDAaL (reported)
€10.9bn
7.0%
Group
Pre-tax ROCE
2
Vodafone Group Plc Annual Report 2025
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About Vodafone We are a leading European and African telecommunications company transforming the way our customers live and work through our technology, platforms, products and services. Where we operate
How we are structured and what we sell Our business comprises of infrastructure assets, shared operations, growth platforms, and retail and service operations. Our retail and service operations are split across three broad business lines: Vodafone Business, Europe Consumer and Africa Consumer. Core connectivity products and services in fixed and mobile account for the majority of our revenue. However, our portfolio also includes high return growth areas that leverage and complement our core connectivity business, such as digital services, the Internet of Things (‘IoT’) and financial services. We market and sell through digital and physical channels.
We provide mobile and fixed services to over 275 million customers in 15 countries and have over 51 million FinTech users. Through our joint ventures and associates we serve a further 66 million customers and 37 million FinTech users, across five countries. We also partner with mobile networks in over 40 countries outside our footprint. Our portfolio of local markets is supported by corporate services and shared operations, which deliver benefits through scale and standardisation.
Vodafone Business Operating across all markets 4.7m customers 205m IoT connections €144bn addressable market 26% of Group service revenue Strategic
Investments Operations
Consumer
Controlled operations
Non-controlled operations
Europe 1
Africa
Infrastructure
Innovation
partnerships Microsoft, Google and Accenture
9 countries 96m mobile customers
17m fixed customers
6 countries 161m mobile customers
51m FinTech users
40+ countries
Partner markets
Note: 1. Includes Türkiye
Shared operations
Procurement & roaming services
Network services
Shared Operations
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Business model We operate in growing markets, where we hold strong positions with good local scale. We have a sustainable and predictable financial profile, and have compelling structural drivers in Vodafone Business, Africa and in our portfolio of investments. Strong positions in growing markets 1 Attractive markets Germany €57bn (market size +1.7%) 1 Other Europe €23bn (market size +1.6%) 1 Africa €17bn (market size +10.2%) 1 UK €50bn (market size +2.7%) 1 Türkiye €9bn (market size +16.9%) 1 Solid financial position Leverage position 2 2.0x (target range of 2.25–2.75x) Share buyback 3 Focus on driving operational excellence Clear and consistent strategic priorities To drive operational excellence across the Group. Customers – Delivering the simple and predictable experience our customers expect – Getting the basics right and refocusing our resources towards improving customer experience 9 of 15 markets lead/co-lead NPS 6% reduction in deep detractors Simplicity – Become a simpler and faster business – Simplify our operations and executing on our cost programmes to improve profitability 7.7k role reductions 81% shared operations NPS
Creating value Creating long-term value for our stakeholders
We are committed to delivering value and building strong relationships with all of our stakeholders. Our customers 4 310m mobile customers 15m TV customers
22m broadband customers
Our suppliers 8,500 number of suppliers €6.9bn capital additions €21bn spend Our people 92,000 employees and contractors 75% employee engagement index 37% women in senior leadership positions Our local communities and non-governmental organisations (‘NGOs’)
€40m donated in contributions and in-kind services, combined with our technology, to improve health and education, and provide emergency response across 24 countries. Government and regulators 5 €2.3bn total direct contribution across €8.0bn total tax and economic contribution
5.1% organic service revenue growth 7.0% pre-tax return on capital employment
Growth – Right-sizing the portfolio for growth – Significant opportunity to grow in: – Business – Africa – Vodafone Investments
€2.0bn (target of €4bn in total) Dividend per share 4.5 eurocents (for FY25, payable in two tranches)
45 markets
Notes: 1. Growth rates over a two-year period from 2022–2024 2. Net debt to adjusted EBITDAaL leverage ratio 3. As of 19 May 2025 4. As of 31 March 2025 (incl VodafoneZiggo and Safaricom) 5. FY24
Well positioned to take advantage of the key mega trends shaping our industry Read more on page 5
Our investors – Secure and growing dividend – Sustainable returns
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At Vodafone our purpose is to connect everyone We are a leading European and African telecoms company. We provide mobile and fixed services to over 340 million customers, partner with mobile networks in over 40 more and have one of the world’s largest IoT platforms.
…aligning to key megatrends driving growth opportunities… We operate in growing markets, where we hold strong positions with good local scale. There are four megatrends that we believe will continue to shape our industry and the key areas of focus in our strategy for the years ahead: – Connected devices – Generative artificial intelligence (‘AI’) – Digital payments – Adoption of cloud technology
…achieving our long-term ambition…
…which is enabled by our people and culture…
…our commitments to sustainability…
…and driven by a clear capital allocation framework… We will continue our disciplined investment approach, supporting our network, strategy and growth levers and have adopted a new lower target leverage range with built-in flexibility.
…delivering shareholder returns and sustainable value. We have a sustainable and predictable financial profile. We re-based the FY25 dividend to 4.5 eurocents per share to reflect the reshaped Group, with the intention to grow over time; and return surplus capital to shareholders through share buybacks.
We have reshaped our business through our strategic priorities… Our focus on Customers, Simplicity, and Growth, continues to drive the strategic shifts to: – Focus on the basics to deliver the simple & predictable experience our customers expect – Rebalance the organisation, maximising the growth potential of our business – Become a leaner and simpler organisation to increase our commercial agility and free up resources
Our strategic roadmap aims to transform Vodafone to be: – The best-in-class telco in Europe & Africa – Europe’s leading platform for Business
The Spirit of Vodafone outlines the beliefs we stand for and the key behaviours that help us to make our strategy and purpose reality. This is reinforced by our strong governance and risk management framework.
We aim to build an inclusive, sustainable and trusted digital society where all individuals and businesses can thrive. Maintaining trust with our customers, employees, suppliers and the societies we serve is at the heart of everything we do.
9 of 15 markets lead/co-lead in Net Promoter Score (‘NPS’) rankings
205m Internet of Things (IoT) connections
340m people put their trust in us every day
93% of our employees completed ‘Doing What’s Right’ employee training as of 31 March 2025
77m customers are connected to our financial inclusion services
2.0x net debt to Adjusted EBITDAaL leverage ratio with a target range of 2.25x – 2.75x
€4bn total share buyback programme with proceeds from the sales of Vodafone Italy and Vodafone Spain Read more about our investment case on investors.vodafone.com
R ead more about our strategy and transformation on page 9
R ead more about megatrends on page 5 and page 10
R ead more about our
R ead more around our people and culture on pages 14 to 18
R ead more about our Purpose on pages 30 to 52
R ead more about our solid financial position on page 3
Business model on page 2
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Operating in a rapidly changing industry
Our governance Governance
Mega trends Connected devices – The world is becoming more connected, driven by new devices across all sectors. This connectivity extends beyond smartphones to various IoT devices – IoT devices are increasingly used in consumer and business applications. As their number grows, physical assets communicate in real-time, establishing new digital markets – This leads to the Economy of Things, where devices trade securely on a user’s behalf without human intervention, offering businesses opportunities to transform goods into tradeable digital assets for new online markets
Principal risks and uncertainties Risks are not static and as the environment changes, so do risks – some diminish or increase, while new risks appear. We continuously review and improve our risk processes in order to ensure that the Company has the appropriate level of support in meeting its strategic objectives. Our risk framework clearly defines roles and responsibilities, and sets out a consistent end-to- end process for identifying and managing risks. We have embedded the risk framework across the Group as this allows us to take a holistic approach and to make meaningful comparisons. Our approach is continuously enhanced, enabling more dynamic risk detection and use of data, all of which are improving our risk visibility and our responses. Our Board oversees principal and emerging risks , which are reported to the various management committees and the Board throughout the year. Additionally, risk owners are invited to present in-depth reviews to ensure that risks are continuously monitored, and appropriate treatment plans are implemented to bring each risk within an acceptable tolerance level. Read more on pages 55 to 60 Watch our privacy and cyber experts explain how we protect customer data and our networks: investors.vodafone.com/videos This has been another good year for innovation at Vodafone with 161 new patent applications, bringing the size of our patent portfolio to over 3,200. Our research teams in Düsseldorf and Newbury have developed telecommunications standards and new solutions to improve our network. Our R&D hubs in Malaga and Dresden have further developed our technology in Open RAN, IoT, and AI solutions.
Generative artificial intelligence (‘Gen AI’) – Gen AI adoption has surged, with 65% of organisations using it in at least one business function, nearly double from the previous year – Common use cases include AI-generated recommendations, hyper-personalised marketing content, and software development. Enterprises are investing in Gen AI for customer service chatbots, automated IT testing, and content generation – These applications are expected to drive efficiency and profitability, enhancing customer interactions and operational processes. The technology is poised to create disruptive changes across industries, boosting productivity and opening new business opportunities Learn more about how Vodafone works with artificial intelligence (‘AI’): investors.vodafone.com/artificial-intelligence Adoption of cloud technology – Significant investment in cloud technology by large tech companies has led to advanced centralised data storage and remote processing capabilities – Corporates are adopting multi-cloud solutions for more flexibility and reduced risk. Smaller businesses are transitioning too, often needing network operator assistance – Demand for fast, secure connectivity with low latency is driving cloud adoption. AI and edge computing will enhance cloud capabilities, crucial for digital transformation Watch our Vodafone Technology investor briefing: investors.vodafone.com/vtbriefing
The Board held seven scheduled meetings this year. Discussion focused on strategy, including the turnaround plan in Germany, business developments and financial performance, purpose and culture, our people and stakeholder interests, in view of our three strategic priorities. The Nominations and Governance Committee monitors the composition, size and structure of the Board and its Committee to ensure that there is an appropriate balance of skills, knowledge, experience and diversity so that responsibilities can be discharged effectively. The Audit and Risk Committee oversees the governance of the Group’s risk management system, financial reporting, the external audit process, internal control and related assurance processes. The Technology Committee supports the Board with fulfilling the technology strategy for the Group, including assessing risks and exploring new innovations for future growth. The ESG Committee oversees our Environmental, Social and Governance (‘ESG’) programme, including our purpose, sustainability and responsible business practices, and our contribution to the societies we operate in under our social contract. The Remuneration Committee advises the Board on policies for executive remuneration and reward packages for the Chair, executives and senior management team. Read more on pages 67 to 93 Watch our Non-Executive Directors speak about their roles in short video interviews: investors.vodafone.com/videos
Read more about our partnership with Microsoft: investors.vodafone.com/microsoft-strategic- partnership Watch our Vodafone Business investor briefing: investors.vodafone.com/vbbriefing
Digital payments – Businesses in Europe are migrating sales channels online, driving demand for mobile enabled payment services and reliable connectivity. Consumers are shifting from cash to digital payments via mobile phones and smartwatches – In Africa, digital payments are primarily conducted via mobile phones through networks owned by operators – Rising smartphone penetration drives mobile payment adoption, enabling operators and FinTech start-ups to offer services like insurance, loans, and e-commerce, improving financial inclusion in underserved areas
Watch our Digital Services investor briefing: investors.vodafone.com/digital-services
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Vodafone Group Plc Annual Report 2025
Financial and non-financial performance Key Performance Indicators
2025 Performance against our strategic priorities 1 We measure our success by tracking key performance indicators that reflect our strategic, operational and financial progress and performance.
Customers Consumer NPS
Simplicity 1 Europe opex savings 3 €0.4bn (FY23–FY25)
Growth 2 Organic service revenue growth +5.1% (FY24: +6.3%) Organic adjusted EBITDAal growth +2.5% (FY24: +2.2%) Adjusted free cash flow
Revenue market share
Detractors
Germany UK
Productivity (role reductions) 7.7k (up to FY25 vs. 10k in 3-year plan) Shared operations NPS +81% (May’24: 85%) Employee engagement 4,5 75% (May’24: 75%)
Other Europe South Africa Key: Improved Deteriorated Stable Network quality ‘Very good reliability’ in all European markets. German cable network quality recognised in 4 independent tests.
€2.5bn (FY24: €2.6bn) Pre-tax ROCE +7.0% (FY24: +7.2%) 6
Financial results summary 1
2025
2024
2023
Group revenue Group service revenue Operating (loss)/profit Adjusted EBITDAaL 2
€m €m €m €m €m €c €c €m €m €m €c
37,448 30,758 10,932 (3,724) (15.86) 7.87 15,373 (411) 2,548 (22,397)
36,717 29,912 3,665 11,019 1,570 4.45 7.47 16,557 2,600 (33,242)
37,672 30,318 14,451 12,424 12,582 43.66 11.28 18,054 4,139 (33,250)
Notes: 1. The results for the year ended 31 March 2025 exclude Vodafone Spain and Vodafone Italy and therefore, except as otherwise described, the results for the year ended 31 March 2024 and 31 March 2023 have been re-presented to reflect that. 2. Non-GAAP measure. See page 213 for more information. 3. Opex and productivity targets have been restated to reflect the disposals of Vodafone Italy and Vodafone Spain. 4. As at October 2024. 5. The employee engagement index is based on an average index of responses to three questions: satisfaction working at Vodafone; experiencing positive emotions at work; and recommending us as an employer. 6. Updated methodology reflecting average monthly capital employed throughout the year
(Loss)/Profit for the financial year – continuing operations Basic (loss)/earnings per share – continuing operations Adjusted basic earnings per share 2 Cash inflow from operating activities
Adjusted free cash flow 2 Total dividends per share Net debt 2
4.5
9.00
9.00
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Financial and non-financial performance continued
A purpose-led, sustainable and responsible business We want to enable a digital, inclusive and sustainable society. To underpin the delivery of our purpose, we ensure that we operate in a responsible way. Acting lawfully and with integrity is critical to our long-term success. Empowering People 1 2025 2024 2023 5G population coverage (outdoor 1Mbps) – Europe % 75 71 62 4G population coverage (outdoor 1Mbps) – Africa % 76 74 70 4G population coverage (outdoor 1Mbps) – Türkiye % 97 97 97 Customers connected to our financial inclusion services 2 million 77.1 66.2 60.7 Smartphone penetration – Africa % 62 – – Maintaining Trust 1 Our people Average number of employees and contractors Employee turnover rate (voluntary) Women on the Board Women in management and senior leadership roles
2025
2024
2023
thousand
92 38 36 8 39 23
93 42 35 9 39 18
91 12 54 33 39 13
% % % %
Women as a percentage of employees Health & safety Number of lost-time incidents – employees and contractors Total Recordable Incident Rate per 200,000 hours 5 Code of Conduct Completed ‘Doing What’s Right’ employee training
Protecting our Planet 1
#
2025
2024
2023
Energy use Total energy use
# 0.02 0.02 0.01
GWh 5,453 5,271 5,107
Mobile and fixed access network and technology centres energy use Percentage of purchased electricity from renewable sources 3
%
93
94
92
%
94
93 84
93 75
Number of ‘Speak Up’ reports Tax and economic contribution Total tax and economic contributions 6 Responsible supply chain Total spend 8 Number of direct suppliers 7,8
# 684 649 505
% 100
Greenhouse gas emissions (‘GHGWs’) Total Scope 1 and Scope 2 GHG emissions (market-based method) m tonnes CO 2 e 0.27 0.69 0.92 Total Scope 3 GHG emissions 4 m tonnes CO 2 e 6.61 7.17 8.21 Waste Total network waste (including hazardous waste) metric tonnes 6,679 6,205 7,716 Network waste reused or recycled % 100 96 95
€bn €bn
–
8.0
9.3
21
19
21
thousand
9
8
9
Number of site assessments conducted collectively by JAC 9 initiative members
# 150 150
83
Notes: 1. Information on our discontinued operations in Italy is reported in our ESG Addendum and has been re-baselined for all comparative periods to exclude Spain in accordance with our re-baselining policy. 2. Includes 100% of data relating to Safaricom. 3. Correct to zero decimal places. Less than 0.2% of electricity we use is not matched with renewable sources because credible renewable electricity purchasing mechanisms are currently unavailable in the locations where this electricity is used and these locations are not grid-connected. 4. All information for comparative periods have been restated to reflect changes to our methodology for calculating Scope 3 GHG emissions. See our ESG Addendum Methodology (investors.vodafone.com/esgmethodology) for more information on our approach to calculating Scope 3 GHG emissions.
5. Total Recordable Incident Rate (‘TRIR’) is an industry-standard calculation that is based on the assumption that 100 employees work a combined 200,000 hours p.a (equivalent to 40 hours per week, for 50 weeks of the year per employee). 6. Includes direct taxes, non-taxation based revenue mechanisms, such as payments for the right to use spectrum, and indirect taxes collected on behalf of governments around the world, excludes joint ventures and associates. The FY25 figure will be finalised during FY26. For more information, refer to our Tax and Economic Contribution reports, available at: vodafone.com/tax. 7. Unique suppliers based on suppliers’ ultimate parent company. 8. Excludes Vodafone Automotive. 9. Joint Alliance for CSR.
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Chair’s message Reshaping Vodafone for growth
Two years ago, Margherita outlined her transformation roadmap for the Group, highlighting that Vodafone must change. We have since made considerable progress. We have successfully reshaped our footprint, reset our capital allocation framework and fundamentally redesigned our operating model. Vodafone is now well placed for sustainable growth. Jean-François van Boxmeer Chair This year we have made further progress against our strategic priorities. Our portfolio transformation is now complete, customer satisfaction is improving, and our balance sheet position is stronger. The Board and I have been pleased with both the pace of delivery and the progress made by Margherita and her team in transforming the business. As we move to the next phase in our strategy, we must now focus our efforts on driving growth across the Group. This will be underpinned by our continued focus on operational excellence across our three key strategic priorities of Customers, Simplicity and Growth. Portfolio transformation complete Over the last two years we have taken significant steps to reshape our European footprint to focus on growth markets, where we have strong positions and good local scale. In May 2024, we completed the sale of Vodafone Spain for €4.1 billion in cash and €0.9 billion in redeemable
Digital connectivity is core to the development of societies Our digital services help to improve lives, transform industrial productivity, drive growth and secure infrastructure. At Vodafone, we remain firmly committed to supporting Europe and Africa’s digital ambitions for the benefit of their citizens and businesses. In this context, policymakers are also shifting their priorities. With structurally low returns on capital in European markets and its wider importance to competitiveness, connectivity investment must be a priority to reverse the continent’s declining productivity and share of global output. If Europe is to achieve a globally competitive digital infrastructure, the ‘connectivity’ chasm with North America and Asia must be reversed. While some progress has been achieved by European policymakers, the urgency of the situation must be appreciated. I believe Europe can draw on the lessons of the Competition and Mergers Authority (‘CMA’) decision in the UK. The CMA has demonstrated that in-market consolidation can be pro-competitive as well as supportive of investment, without the need for structural remedies. If a similar approach were adopted by the EU, it would enable operators to deliver Europe’s digital decade targets and support the competitiveness of the European economy. The year ahead On behalf of the Board, I would like to thank all our colleagues across the Group who have continued to work tirelessly to support our transformation as we focus on our customers, become a simpler business, and accelerate growth. For FY26, I am confident that Margherita and her management team will continue to take the actions needed to drive further change, growth and operational excellence across the Group. Jean-François van Boxmeer, Chair
preference shares, and in December we finalised the sale of Vodafone Italy for €7.9 billion in cash. Proceeds from these disposals as well as €1.3 billion from the stake reduction in Vantage have been used to lower our net debt and to support a €4.0 billion share buyback programme, which we are now halfway though. The completion of our merger with Three UK will enable us to become a scaled operator in the UK, with a clear pathway to driving good returns and a firm commitment to build a leading 5G standalone network. This will benefit the country, our customers and our shareholders. In Africa, Vodacom has continued to build on its market leading position. In February, the local management team upgraded their medium-term growth expectations for the business to 2030, highlighting the clear growth opportunities that exist across these markets. Board composition In January 2025, I was pleased to announce that Simon Dingemans had been appointed as a Non-Executive Director to the Board. Simon brings with him a wealth of financial, operational and strategic experience and has also delivered extensive transformation and restructuring programmes. Simon has been appointed as Chair of the Audit and Risk Committee, taking over from David Nish, who after nine years on the Board will not be seeking re-election at our next AGM. I would like to thank David for his outstanding service and commitment to the Company. In April, we also announced that Anne-Françoise Nesmes will be appointed as a Non-Executive Director and join the Audit and Risk and ESG Committees from the conclusion of our AGM. Anne-Françoise is highly experienced and brings a strong focus on strategy, IT, regulation and shared services.
We announced on 7 May 2025 that Luka Mucic would step down as Chief Financial Officer and as a Director of the Company, no later than early 2026 to pursue an external opportunity in Germany. I would like to thank Luka for his commitment to Vodafone as we progressed our transformation programme. A rigorous search is being conducted to find a suitable successor. FY25 financial performance Our financial results for FY25 were in line with our expectations and we achieved our financial guidance for the year. Total revenue grew 2.0% to €37.4 billion, with Group organic service revenue growing by 5.1% this year. Our reported financials were also impacted by adverse currency movements. Adjusted EBITDAaL increased by 2.5% on an organic basis, as solid growth across the majority of our footprint was offset by a decline in Germany, which was largely driven by a change in TV regulation. Adjusted free cash flow was €2.5 billion. We reported a Group operating loss of €0.4 billion in FY25, primarily impacted by goodwill impairments in Germany and Romania, totalling €4.5 billion. The disposals of Vodafone Italy and Spain, as well as an incremental sell down of our Vantage Towers stake, drove an improvement in reported leverage. We ended the year with net debt of €22.4 billion and Group leverage of 2.0x. The Board has declared a total dividend per share of 4.5 eurocents for the year, including a final dividend per share of 2.25 eurocents, which will be paid in August following shareholder approval at our AGM. Our returns to shareholders are complemented by our share buyback program. We successfully completed the first €2.0 billion programme, while the second €2.0 billion programme commenced in May 2025.
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Chief Executive’s statement and strategic roadmap Transformation gaining momentum
Since I set out my plans to transform Vodafone two years ago, Vodafone has changed. We have reshaped Europe, we are seeing the positive impact of our drive for customer satisfaction in all our markets – most noticeably in the UK and Germany – and we have delivered strong operational improvements across the business. Clearly there is much more to do, but this period of transition has repositioned Vodafone for multi-year growth. Looking ahead, we expect to see broad-based momentum across Europe and Africa, and for Germany to return to top-line growth during this year. This is reflected in our guidance for profit and cash flow for the year ahead. Margherita Della Valle Group Chief Executive In May 2023, we set out a new roadmap to transform Vodafone along three strategic priorities: Customers, Simplicity, and Growth. We measure our operational progress in these areas through a consistent scorecard summarised below. Over the past two years, Vodafone has changed. We have reshaped our operating footprint, reset our capital structure, whilst simplifying our operations and improving customer experience. Within all markets, we continue to make progress across our priorities of Customers, Simplicity and Growth. We have improved customer satisfaction across our markets, with both UK and Germany achieving their best ever results and the UK now leading in the market.
Customers – Customer detractors have reduced in most markets, and we now have leading or co-leading net promotor scores in 9 out of our 15 markets. – In Germany, we have stabilised our customer base, the core of our transformation will be building on the step-change of our NPS to achieve customer experience excellence, supported by our ability to offer our customers the largest gigabit footprint in the country. – In the UK we have delivered significant improvements in customer experience this year and now have our lowest ever share of detractors in our base. Simplicity – Simplified our operations with a leaner HQ, commercial decisions delegated to our markets, competitive commercial shared operations and 7,700 role reductions delivered by FY25. – Reset our capital structure maintaining a strong balance sheet, disciplined capital investment, rebased dividend and executing a €4.0 billion share buyback programme. Growth 4 – Reshaped our operating footprint focused on growing telco markets with strong positions and local scale. – We have grown digital services which are now c.10% of our Group service revenue, with B2B digital up 26.1% over the last 2 years and financial services customers reaching 88 million – Organic service revenue growth of Vodafone Business of 4.0% in FY25; with a sequential improvement throughout the year, as expected.
Consumer NPS
Detractors
Revenue market share
Germany UK
Other Europe South Africa Key: Improved Deteriorated Stable Network quality ‘Very good reliability’ in all European markets. German cable network quality recognised in 4 independent tests.
Europe opex savings 1 €0.4bn (FY23–FY25) +81% shared operations NPS
Productivity 7.7k role reductions +75% employee engagement 2,3
+5.1% organic service revenue growth €2.5bn adjusted free cash flow
+2.5% organic adjusted EBITDAal growth +7.0% pre-tax ROCE
Notes: 1. Opex and productivity targets have been restated to reflect the disposals of Vodafone Italy and Vodafone Spain. 2. As at October 2024 3. The employee engagement index is based on an average index of responses to three questions: satisfaction working at Vodafone; experiencing positive emotions at work; and recommending us as an employer. 4. Organic growth, and non-GAAP measures. See page 213–214 for more information.
10 Vodafone Group Plc Annual Report 2025 Mega trends
Strategic report
Governance
Financials
Other information
Long-term trends shaping our industry Digital services and next generation connectivity are increasingly central to everything we do. They will be the driving forces that redefine relationships between sectors, employers, employees, customers, and friends and family. There are four ‘mega trends’ that we believe will continue to shape our industry in the years ahead. Connected devices – The world is becoming more connected, Generative artificial intelligence (‘Gen AI’) – Gen AI adoption has surged, with 65% of
Digital payments – Businesses in Europe are migrating sales channels online, driving demand for mobile- enabled payment services and reliable connectivity. Consumers are shifting from cash to digital payments via mobile phones and smartwatches – In Africa, digital payments are primarily conducted via mobile phones through networks owned by operators – Rising smartphone penetration drives mobile payment adoption, enabling operators and FinTech start-ups to offer services like insurance, loans, and e-commerce, improving financial inclusion in underserved areas $1.4 trillion The annual value of mobile money transactions reached globally in 2024, up 14% versus the previous year. The opportunity for Vodafone M-Pesa is Africa’s leading mobile money service and largest FinTech platform, offering secure and affordable money transfers, airtime top-ups, bill payments, salaries, and short-term loans. Businesses increasingly rely on operator-owned payment infrastructure for consumer and business transactions, driving scale benefits and attracting customers to secure networks. Vodacom’s VodaPay super app enables users to manage money through a digital wallet and make payments for various products and services via partner businesses.
Adoption of cloud technology – Significant investment in cloud technology by large tech companies has led to advanced centralised data storage and remote processing capabilities – Corporates are adopting multi-cloud solutions for more flexibility and reduced risk. Smaller businesses are transitioning too, often needing network operator assistance – Demand for fast, secure connectivity with low latency is driving cloud adoption. AI and edge computing will enhance cloud capabilities, which is crucial for digital transformation €84 billion The expected total addressable market in business-to-business cloud and security by 2028, compared to €49 billion in 2024. The opportunity for Vodafone Our strong relationship with the existing customers presents a great opportunity to assist our smaller business customers in navigating their move to the cloud and offering multi-cloud solutions to larger corporates. By partnering with cloud providers to develop edge computing solutions, we can deliver reduced latency and robust, secure connectivity services. This will drive higher demand and corporate agility, thus playing a key role in the evolving cloud technology landscape.
driven by new devices across all sectors. This connectivity extends beyond smartphones to various Internet of Things (‘IoT’) devices – IoT devices are increasingly used in consumer and business applications. As their number grows, physical assets communicate in real-time, establishing new digital markets – This leads to the Economy of Things, where devices trade securely on a user’s behalf without human intervention, offering businesses opportunities to transform goods into tradeable digital assets for new online markets 7.3 billion Forecast for the number of connected devices by 2032, increasing from 2.9 billion in 2022. The opportunity for Vodafone Vodafone is a global leader in managed IoT connectivity services, recognised for its extensive reach and innovative solutions. Vodafone has helped thousands of companies achieve their transformation goals. This ranges from enabling smart production lines to identifying leaking waterpipes, from optimising supply chains to creating more efficient farming methods. We are now ready to hyperscale IoT. We are bringing together partners, and technology to create the IoT eco-system for the next decade. Vodafone’s partnership with Microsoft further gives us the potential to access new technologies such as Generative Artificial Intelligence (‘Gen AI’) and to deploy these at scale for IoT. Read more about our partnership with Microsoft: investors.vodafone.com/microsoft-strategic-partnership Watch our Vodafone Business investor briefing: investors.vodafone.com/vbbriefing
organisations using it in at least one business function, nearly double from the previous year – Common use cases include AI-generated recommendations, hyper-personalised marketing content, and software development. Enterprises are investing in Gen AI for customer service chatbots, automated IT testing, and content generation – These applications are expected to drive efficiency and profitability, enhancing customer interactions and operational processes. The technology is poised to create disruptive changes across industries, boosting productivity and opening new business opportunities 65% The percentage of organisations regularly using Gen AI in at least one business function, nearly double the percentage in 2024 vs. 2023. The opportunity for Vodafone Vodafone is strategically positioned to deploy Gen AI at industry-leading speed and scale. By leveraging deep partnerships with Google and Microsoft, Vodafone can enhance customer satisfaction through hyper-personalised experiences across all customer touch points, including its digital assistant TOBi. Additionally, Vodafone employees can utilise Gen AI capabilities to transform working practices, boost productivity, and improve digital efficiency.
R ead more about how we build platforms for financial inclusion on pages 39 to 41 Watch our digital services and experiences investor briefing: investors.vodafone.com/digital-services
Read more about our six-year strategic partnership with Google: investors.vodafone.com/google-strategic-partnership Learn more about our cloud technology in our technology investor briefing: investors.vodafone.com/vtbriefing
R ead more about Vodafone’s approach to responsible AI on page 49 Learn more about how Vodafone is working with AI: investors.vodafone.com/artificial-intelligence
Vodafone Group Plc Annual Report 2025 11
Strategic report
Governance
Financials
Other information
Stakeholder engagement Engaging regularly with our stakeholders is fundamental to the way we do business Regular engagement ensures we
operate in a balanced and responsible way, in both the short and longer term. We are committed to maintaining good communications and building positive relationships with all of our stakeholders, as we see this as essential to strengthening our sustainable business. Vodafone is required to provide information on how the Directors have performed their duty under section 172 of the Companies Act 2006 to promote the success of Vodafone, and these matters are covered throughout this Annual Report and summarised in the table to the right. This includes how those matters and the interests of Vodafone’s key stakeholders have been taken into account by the Directors. We have also summarised our interactions with key stakeholders during the year in this section. The engagement mechanisms directly involving the Directors are indicated below with a symbol.
Factors considered by Directors when promoting the success of the Company Disclosure
Location
The likely consequences of any decision in the long term
Business model
page 3
Key performance indicators Stakeholder engagement
pages 6–7 pages 11–13 pages 30–41 pages 42–52 pages 55–60 pages 67–93 pages 6–7 pages 11–13 pages 14–18 pages 30–41 pages 42–52
Our Purpose Maintaining Trust
Principle risks and uncertainties, and risk management
Governance
The interests of the Company’s employees
Key performance indicators Stakeholder engagement Our people strategy Our Purpose Maintaining Trust Culture and the Board
page 78
Remuneration Committee, Remuneration Policy and Annual Report on Remuneration
pages 94–112
The need to foster the Company’s business relationships with suppliers, customers and others
Business model
page 3
Stakeholder engagement
pages 11–13 pages 8–9 pages 30–41 pages 42–52 pages 55–60 pages 79–81
Chief Executive’s statement and strategic roadmap
Our Purpose Maintaining Trust
Principle risks and uncertainties, and risk management Board activities and principal decisions
Supplier financing arrangements Stakeholder engagement
page 165
The impact of the Company’s operations on the community and the environment
pages 11–13 pages 30–41 pages 61–66 pages 42–52
Our Purpose
Climate-related risk Maintaining Trust ESG Committee Maintaining Trust Governance Stakeholder engagement Stakeholder engagement
page 93
The desirability of the Company maintaining a reputation for high standards of business conduct The need to act fairly as between members of the Company
pages 11 to 13 pages 42–52 pages 67–93 pages 11–13 pages 67–93 pages 223–228
Governance
Shareholder information
12 Vodafone Group Plc Annual Report 2025 Stakeholder engagement continued
Strategic report
Governance
Financials
Other information
Our customers We are committed to deepening engagement with our customers to develop long-term, valuable and sustainable relationships. We have hundreds of millions of customers across our global footprint, from individual consumers to large multinationals. How did we engage with them? – Digital channels, call centres and branded retail stores. – Account managers, solution specialists and, for large accounts, executive level engagement. What were the key topics raised? – Fast and reliable fixed internet, wider mobile coverage and strong connectivity. – Easy access to empowered, high-quality support and reduced resolution times for customer problems and queries. – Better value for long-term customers and ensuring greater transparency around price changes. – Connectivity with digital services, such as security and cloud, – Understanding the potential benefits, and how SMEs can make the best use of the latest digital products and services. How did we respond? – Held Customer Experience (‘CX’) as our top priority, with our ‘Ask Once’ programme being rolled out across markets to deliver seamless service guarantee and access to help customers. – Set up CX boards to regularly review customer pain points, and implement action plans with dedicated investment and senior management visibility. – Conducted initiatives such as Spirit surveys and site visits to call centres in key regions. – Used Gen AI for more personalised and comprehensive interactions through digital self-service and to enhance frontline digital experiences. – Used integrated trade-in, flexible financing and second-life refurbished devices, increasing trade-in volumes and second-life refurbished devices, generating significant savings for customers. – Offered support such as free data to customers in the Czech Republic affected by major Central European flooding. – Continued progress towards closing the digital divide for people across Europe and Africa, prioritising the affordability of data for all. – Partnered with AST SpaceMobile to make the world’s first space video call on a standard smartphone from a remote area in UK without coverage. – Focused on understanding and improving business CX, including the needs and engagement preferences across customer segments and sales channels. – Deployed and optimised digital channels for business customers enabling self-serve, seamless experience.
Our people Our people are critical to the successful delivery of our strategy. It is essential that they are engaged and embrace our purpose and values. Throughout the year we focused on a number of areas to ensure that everyone is highly motivated, and we remained focused on wellbeing, diversity and inclusion, and employee engagement. How did we engage with them? – Regular meetings with managers. – European Employee Consultative Committee. – Vodacom Group Employee Engagement Forum. – Executive Committee discussions. – Internal website, live webinars, newsletters and other communications posted on our internal digital platform called ‘Viva Engage’. – Employee Speak Up channel. – Global employee surveys, including onboarding and exit surveys. What were the key topics raised? – Changes to our commercial portfolio. – Company strategy. – Generative AI. – Results of employee listening and Spirit Beat survey. – Hybrid working. – Ownership and active engagement around safety, health and wellbeing, including mental health. – Diversity and inclusion. – Employee experience and engagement. How did we respond? – Updated employees on business and trading performance, regularly. – Launched foundational Generative AI training for all employees. – Delivered leadership training to support our Company transformation. – Embedded our hybrid working policy. – Continued to focus on opportunities identified in employee surveys. – Developed a three-year global capability plan. – Remained committed to safety, health and wellbeing. – Continued to embed diversity and inclusion through attraction, retention, development, allyship and education.
Our suppliers We partner with over 8,000 suppliers to deliver the products and services that we need to deliver our strategy and connect our customers around the globe. These range from start-ups and small businesses to large multinational companies. How did we engage with them? – Regular collaborative performance review meetings with strategic suppliers. – Forums, events, conferences, and site visits. – ESG criteria incorporated into tender process, supplier selection and performance management. – Supplier audits and assessments. What were the key topics raised? – Strategic and commercial delivery and performance. – Diversity and inclusion. How did we respond? – Collaborated with industry peers and supplier through the Joint Alliance for CSR (‘JAC’). – Supply Chain Sustainability Finance Programme for driving environmental progress. – Quarterly supplier safety forums. – Identification of Corrective Action Plans (‘CAP’)s to protect human rights at supplier sites. – Supplier and product innovation. – Human rights in the supply chain. – Driving health and safety standards.
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