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Remuneration for the year ended 31 March 2008

The remuneration of current executive directors(1) receiving remuneration during the year ended 31 March 2008 was as follows:

    Salary/fees     Incentive
schemes(2)		   Cash in
lieu of pension		     Benefits     Total
  2008
£’000		 2007
£’000		   2008
£’000		 2007
£’000		   2008
£’000		 2007
£’000		   2008
£’000		 2007
£’000		   2008
£’000		 2007
£’000
Chief Executive                            
    Arun Sarin 1,310 1,272   2,130 1,928   – –   155 49   3,595 3,249
Executive directors                            
    Vittorio Colao 830 383   1,291 500   249 115   594 58   2,964 1,056
    Andy Halford 632 592   1,027 897   156 145   31 56   1,846 1,690
Total 2,772 2,247   4,448 3,325   405 260   780 163   8,405 5,995
Notes:
(1) Former executive director, Thomas Geitner, received the final payments under his compromise agreement during the year ended 31 March 2008. These included cash payments of £287,000 and benefit costs of £1,000. These payments were disclosed within the total compensation costs for Thomas Geitner in the 2007 Annual Report. The payments were staggered, and conditional on not joining a competitor.
(2) These figures are the cash payouts from the 2008 financial year Vodafone Group Short Term Incentive Plan applicable to the year ended 31 March 2008. These awards are in relation to the performance against targets in adjusted operating profit, service revenue, free cash flow, total communications revenue and customer delight for the financial year ended 31 March 2008.

The remuneration of the non-executive directors serving during the year(1) ended 31 March 2008 was as follows:

    Salary/fees     Benefits     Total
  2008
£’000		 2007
£’000		   2008
£’000		 2007
£’000		   2008
£’000		 2007
£’000
Chairman                
     Sir John Bond 540 363   13 11   553 374
Deputy Chairman                
     John Buchanan 145 119   10 15   155 134
Non-executive directors                
     Dr Michael Boskin 166 139   12 –   178 139
     Lord Broers 35 95   – 14   35 109
     Anne Lauvergeon 105 95   – –   105 95
     Professor Jürgen Schrempp 105 95   – –   105 95
     Luc Vandevelde 125 110   10 1   135 111
     Philip Yea 105 95   – –   105 95
     Anthony Watson 105 87   8 –   113 87
     Nick Land 105 32   10 –   115 32
     Alan Jebson 135 32   12 –   147 32
     Simon Murray 79 –   – –   79 –
Total 1,750 1,262   75 41   1,825 1,303
Note:
(1) Former non-executive director, Lord MacLaurin, received consulting fees of £125,000 during the year, together with continued benefits valued at £34,000 from his previous arrangements.

The aggregate remuneration paid by the Company to its collective senior management(1) for services for the year ended 31 March 2008, is set out below. The aggregate number of senior management at 31 March 2008 was seven, one fewer than at 31 March 2007.

  2008
£’000		 2007
£’000
Salaries and fees 3,255 3,817
Incentive schemes(2) 4,964 4,752
Cash in lieu of pension 279 248
Benefits/Other 1,713 6,980
Total 10,211 15,797
Notes:
(1) Aggregate remuneration for senior management is in respect of those individuals who were members of the Executive Committee during the year ended 31 March 2008, other than executive directors, and reflects compensation paid from either 31 March 2007 or date of appointment to the Executive Committee, to 31 March 2008 or date of leaving, where applicable.
(2) Comprises the incentive scheme information for senior management on an equivalent basis to that disclosed for directors in the table at the top of this section. Details of share incentives awarded to directors and senior management are included in footnotes to Medium term incentives and Long term incentives.

Pensions

Pension benefits earned by the directors serving during the year ended 31 March 2008 were:

  Total accrued
benefit at 31
March 2008(1)
£’000		 Change in
accrued
benefit over
the year(1)
£’000		 Transfer
value at 31
March 2007(2)
£’000		 Transfer
value at 31
March 2008(2)
£’000		 Change in
transfer value
over year
less member
contributions
£’000		 Change in
accrued
benefit in
excess of
inflation
£’000		 Transfer value
of change in
accrued benefit
net of
member
contributions
£’000		 Employer
allocation/
contribution
to defined
contribution
plans(3)
£’000
Arun Sarin – – – – – – – 393.0
Vittorio Colao(4) – – – – – – – –
Andy Halford(5) 20.6 3.7 223.4 316.4 89.1 3.0 42.3 –
Notes:
(1) The accrued pension benefits earned by the directors are those which would be paid annually on retirement, based on service to the end of the year, at the normal retirement age. The increase in accrued pension excludes any increase for inflation.
(2) The transfer values have been calculated on the basis of actuarial advice in accordance with the Faculty and Institute of Actuaries’ Guidance Note GN11. No director elected to pay additional voluntary contributions. The transfer values disclosed above do not represent a sum paid or payable to the individual director. Instead they represent a potential liability of the pension scheme.
(3) Arun Sarin’s pension contributions were split between £169,000 into the Vodafone’s UK defined contribution scheme and £224,000 into an unfunded defined contribution arrangement. The latter gives rise to a liability held on the Consolidated Balance Sheet.
(4) Vittorio Colao has elected to take a 30% pension allowance as cash.This allowance is included in the ‘cash in lieu of pension’ category for the year in the table in the Remuneration for the year ended 31 March 2008 section.
(5) Andy Halford is a member of the Vodafone’s UK defined benefit scheme for salary up to the scheme cap of £110,000. On base salary in excess of this cap he receives 30% pension allowance, which he has elected to take as cash. This allowance is included in the ‘cash in lieu of pension’ category for the year in the table in the Remuneration for the year ended 31 March 2008 section.

In respect of senior management, the Group has made aggregate contributions of £1.1 million into pension schemes.

Directors’ interests in the shares of the Company

Medium term incentives

Conditional awards of ordinary shares made to executive directors under the STIP/Deferred Share Bonus, and dividends on those shares paid under the terms of the Company’s dividend reinvestment plan, are shown below. STIP shares which vested and were sold or transferred during the year ended 31 March 2008 are also shown below.

  Total interest in
STIP/DSB at 1 April 2007		   Conditional DSB matching awards made in the 2008
financial year		   Shares sold or transferred
during the year in respect
of the 2005
financial year(1)		   Shares forfeited during the
year in respect of the
2005 financial year		   Total interest in DSB
at 31 March 2008
  Number
of shares		   Number
of shares		 Value at date of
award(2)(3)
£’000		   In respect
of base
awards		 In respect of
enhancement
shares		   In respect
of base
awards		 In respect of
enhancement
shares		   Number
of shares(4)		 Total
value(5)
£’000
Arun Sarin 1,880,051   592,974 964   840,498 339,981   – 80,268   1,212,278 1,829
Vittorio Colao –   153,671 250   – –   – –   153,671 232
Andy Halford 240,840   275,820 448   – –   – –   516,660 780
Notes:
(1) Shares in respect of the STIP awards for the 2005 financial year were transferred on 2 July 2007.
(2) Previously disclosed as the annual incentive value with the directors’ emoluments for the year ended 31 March 2007.
(3) For awards granted during the 2008 financial year, the value at date of award is based on the price of the Company’s ordinary shares on 15 June 2007 of 162.6 pence. The performance period for this grant ends on 31 March 2009, with the shares vesting on 15 June 2009.
(4) There are two outstanding awards, which have performance periods ending on 31 March 2008 and 31 March 2009.
(5) The value at 31 March 2008 is calculated using the closing middle market price of the Company’s ordinary shares at 31 March 2008 of 150.9 pence.

The aggregate number of shares conditionally awarded during the year under the Deferred Share Bonus to the Company‘s senior management, other than executive directors, is 969,346. For a description of the performance and vesting conditions, see 2007 Deferred Bonus Section.

Long term incentives

Performance shares

Conditional awards of ordinary shares made to executive directors under the Vodafone Group Plc 1999 Long Term Stock Incentive Plan and the Vodafone Global Incentive Plan are shown below. Long term incentive shares that vested and were sold or transferred during the year ended 31 March 2008 are also shown below.

  Total interest
in performance
shares at
1 April 2007
or date of
appointment(1)		   Shares conditionally
awarded during the
2008 financial year		   Shares
forfeited
in respect of
awards for
the 2005
financial
year		   Shares sold
or transferred
in respect of
awards for
the 2005
financial
year		   Total interest in long term
incentives at 31 March 2008
  Number
of shares		   Number
of shares		 Value at date
of award(2)
£’000		   Number
of shares(3)		   Number
of shares(3)		   Number
of shares(4)		   Total value(5)
£’000
Arun Sarin 6,242,306   3,065,872 5,145   1,440,000   576,806   7,291,372   11,003
Vittorio Colao 1,073,465   1,557,409 2,613   –   –   2,630,874   3,970
Andy Halford 1,622,150   1,190,305 1,997   –   135,617   2,676,838   4,039
Notes:
(1) Restricted share awards under the Vodafone Group Plc 1999 Long Term Stock Incentive Plan and the Vodafone Global Incentive Plan.
(2) The value of awards granted during the year under the Vodafone Global Incentive Plan is based on the price of the Company’s ordinary shares on 29 June 2007 of 167.8 pence. These awards have a performance period running from 1 April 2007 to 31 March 2010. The vesting date will be in July 2010.
(3) Shares in respect of awards made in the 2005 financial year, granted on 28 July 2004, were sold or transferred on 28 July 2007. The closing middle market price of the Company’s ordinary shares was 119.0 pence on 2 July 2004, the date of the award. The closing middle market price was 162.1 pence on 5 July 2007 (the date of vesting of Andy Halford’s 2004 share grant) and 148.1 pence on 30 July 2007 (the date of vesting of Arun Sarin’s 2004 share grant).
(4) The total interest at 31 March 2008 includes awards over three performance periods ending on 31 March 2008, 31 March 2009 and 31 March 2010.
(5) The value at 31 March 2008 is calculated using the closing middle market price of the Company’s ordinary shares at 31 March 2008 of 150.9 pence.

The aggregate number of shares conditionally awarded during the year to the Company‘s senior management is 4,391,443 shares. For a description of the performance and vesting conditions see 2007 GLTI performance shares section.

Share options

The following information summarises the directors’ options under the Vodafone Group 1998 Sharesave Scheme, the Vodafone Group 1998 Company Share Option Scheme, Vodafone Group Plc 1999 Long Term Stock Incentive Plan and the Vodafone Global Incentive Plan, which are all HMRC approved schemes. The table also summarises the directors’ options under the Vodafone Group 1998 Executive Share Option Scheme, which is not HMRC approved. No other directors have options under any of these schemes. Options have only been granted to directors during the 2008 financial year under the Vodafone Global Incentive Plan (under which GLTI options were granted). For a description of the performance and vesting conditions see 2007 GLTI share options section.

Under the Vodafone Group 1998 Sharesave Scheme, options may be granted at a discount of 20% to the market value of the shares at the time of the grant. No other options may be granted at a discount.

  Options held at
1 April 2007
or date of
appointment(1)
Number		 Options
granted
during the
2008 financial
year
Number		 Options
exercised
during the
2008 financial
year
Number		 Options
lapsed during
the 2008
financial
year
Number		 Options
held at
31 March 2008
Number		 Weighted
average
exercise
price at
31 March 2008
Pence		 Earliest
date from
which
exercisable		 Latest
expiry
date
Arun Sarin 28,281,629 5,912,753 – 3,522,353 30,672,029 132.4 July 2006 July 2017
Vittorio Colao 3,472,975 3,003,575 – – 6,476,550 150.5 November 2009 July 2017
Andy Halford 5,767,986 2,295,589 – – 8,063,575 141.0 July 2002 July 2017
Note:
(1) The weighted average exercise price of options over shares in the Company granted during the year and listed above is 167.8 pence. The earliest date from which they are exercisable is July 2010 and the latest expiry date is July 2017. For a description of the performance and vesting conditions see 2007 GLTI share options section.

The aggregate number of options granted during the year to the Company’s senior management, other than executive directors, is 8,469,214. The weighted average exercise price of the options granted to senior management during the year is 167.8 pence. The earliest date from which they are exercisable is July 2010 and the latest expiry date is July 2017.

Further details of the options outstanding at 31 March 2008 as disclosed above are as follows:

    Exercisable
Market price greater than
option price(1)		     Exercisable
Option price greater than
market price(1)		     Not yet exercisable
  Options
held
Number		 Weighted
average
exercise
price
Pence		 Latest
expiry
date		   Options
held
Number		 Weighted
average
exercise
price
Pence		 Latest
expiry
date		   Options
held
Number		 Weighted
average
exercise
price
Pence		 Latest
expiry
date
Arun Sarin 10,915,924 119.2 July 2014   – – –   19,756,105 139.6 July 2017
Vittorio Colao – – –   – – –   6,476,550 150.5 July 2017
Andy Halford 554,585 114.2 July 2014   344,800 214.6 July 2011   7,164,190 139.6 July 2017
Note:
(1) Market price is the closing middle market price of the Company’s ordinary shares at 31 March 2008 of 150.9 pence. During the year, the share price moved between a high of 197.5 pence and a low of 137.5 pence.

The Company’s register of directors’ interests (which is open to inspection) contains full details of directors’ shareholdings and options to subscribe. These options by exercise price were:

  Option
price
Pence		 Options
held at
1 April 2007
or date of
appointment
Number		 Options
granted
during the
2008
financial
year
Number		 Options
exercised
during the
2008
financial
year
Number		 Options
lapsed
during the
2008
financial year
Number		 Options
held at
31 March 2008
Number
Vodafone Group 1998 Executive Share Option Scheme (Unapproved) 255.00 114,000 – – – 114,000
  282.30 66,700 – – – 66,700
Vodafone Group 1998 Company Share Option Scheme (Approved) 255.00 11,500 – – – 11,500
  282.30 200 – – – 200
Vodafone Group 1998 Sharesave Scheme 95.30 16,710 – – – 16,710
  91.64 10,202 – – – 10,202
Vodafone Group Plc 1999 Long Term Stock Incentive Plan(1) 151.56 152,400 – – – 152,400
  90.00 94,444 – – – 94,444
  119.25 7,612,787 – – – 7,612,787
  119.00 7,285,631 – – 3,522,353 3,763,278
  145.25 7,507,295 – – – 7,507,295
Vodafone Group Plc Global Incentive Plan(1) 115.25 11,177,746 – – – 11,177,746
  135.50 3,472,975 – – – 3,472,975
  167.80 – 11,211,917 – – 11,211,917
    37,522,590 11,211,917 – 3,522,353 45,212,154
Note:
(1) The Vodafone Group Plc 1999 Long Term Stock Incentive Plan and Vodafone Group Plc Global Incentive Plan are both HMRC approved. However, note that the actual awards made under these plans may be approved or unapproved.

Beneficial interests

The directors’ beneficial interests in the ordinary shares of the Company, which includes interests in the Vodafone Share Incentive Plan, but which excludes interests in the Vodafone Group share option schemes, and the Vodafone Group short term or long term incentives, are shown below:

  23 May 2008 31 March 2008 1 April 2007 or
date of appointment
Sir John Bond 224,926 224,926 207,620
Dr John Buchanan 200,009 200,009 191,913
Arun Sarin(1) 7,776,629 7,776,629 5,994,854
Vittorio Colao 180,063 180,063 –
Andy Halford 782,134 781,826 350,632
Dr Michael Boskin 10,000 10,000 10,000
Anne Lauvergeon 27,125 27,125 27,125
Professor Jürgen Schrempp 8,750 8,750 8,750
Luc Vandevelde 17,500 17,500 17,500
Philip Yea 61,250 61,250 61,250
Anthony Watson 100,000 100,000 100,000
Nick Land 25,000 25,000 25,000
Alan Jebson 75,000 75,000 75,000
Simon Murray(2) 157,500 157,500 157,500
Notes:
(1) Arun Sarin also has a non-beneficial interest as the trustee of two family trusts, each holding 5,005 shares.
(2) Simon Murray was appointed as a non-executive director on 1 July 2007.

At 31 March 2008, and during the period from 1 April 2008 to 23 May 2008, no director had any interest in the shares of any subsidiary company. Other than those individuals included in the table above who were Board members at 31 March 2008, members of the Group’s Executive Committee, at 31 March 2008, had an aggregate beneficial interest in 2,598,326 ordinary shares of the Company. At 23 May 2008, Executive Committee members had an aggregate beneficial interest in 2,599,250 ordinary shares of the Company, none of whom had an individual beneficial interest amounting to greater than 1% of the Company’s ordinary shares.

Interests in share options of the Company at 23 May 2008

At 23 May 2008, there had been no change to the directors’ interests in share options from 31 March 2008.

Other than those individuals included in the table above, at 23 May 2008, members of the Group’s Executive Committee at that date held options for 25,229,599 ordinary shares at prices ranging from 91.6 pence to 293.7 pence per ordinary share, with a weighted average exercise price of 139.5 pence per ordinary share exercisable at dates ranging from July 2002 to July 2017.

Sir John Bond, John Buchanan, Dr Michael Boskin, Alan Jebson, Anne Lauvergeon, Nick Land, Professor Jürgen Schrempp, Luc Vandevelde, Philip Yea, Anthony Watson and Simon Murray held no options at 23 May 2008.

Directors’ interests in contracts

None of the current directors had a material interest in any contract of significance to which the Company or any of its subsidiary undertakings was a party during the financial year.

Luc Vandevelde
On behalf of the Board

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