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ADVERTISEMENT

This communication is deemed an advertisement for the purposes of the U.K. prospectus rules and is not a prospectus or a prospectus

equivalent document. Any decision to subscribe for, purchase, otherwise acquire, sell or otherwise dispose of any Verizon

Communications Inc. shares must be made only on the basis of the information contained in and incorporated by reference into the U.K.

prospectus expected to be published by Verizon in connection with the proposed transaction with Vodafone Group Plc. Copies of the U.K.

prospectus will be available from Verizon’s registered offices and on Verizon’s website at

FORWARD-LOOKING STATEMENTS

In this communication we have made forward-looking statements.  These statements are based on our estimates and assumptions and

are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future

results of operations.  Forward-looking statements also include those preceded or followed by the words “anticipates,” “believes,”

“estimates,” “hopes” or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking

statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors, along with those discussed in

our filings with the Securities and Exchange Commission (the “SEC”), could affect future results and could cause those results to differ

materially from those expressed in the forward-looking statements: the ability to realize the expected benefits of our proposed transaction

with Vodafone in the timeframe expected or at all; the ability to complete the Vodafone transaction in the timeframe expected or at all and

the costs that could be required to do so; failure to obtain applicable regulatory or shareholder approvals in connection with the Vodafone

transaction in a timely manner or at all; failure to satisfy other closing conditions to the Vodafone transaction or events giving rise to

termination of the transaction agreement; an adverse change in the ratings afforded our debt securities by nationally accredited ratings

organizations or adverse conditions in the credit markets affecting the cost, including interest rates, and/or availability of financing; the

ability of Verizon to complete the financing of the Vodafone transaction on satisfactory terms; significantly increased levels of indebtedness

as a result of the Vodafone transaction; changes in tax laws or treaties, or in their interpretation; adverse conditions in the U.S. and

international economies; material adverse changes in labor matters, including labor negotiations, and any resulting financial and/or

operational impact; material changes in technology or technology substitution; disruption of our key suppliers’ provisioning of products or

services; changes in the regulatory environment in which we operate, including any increase in restrictions on our ability to operate our

networks; breaches of network or information technology security, natural disasters, terrorist attacks or acts of war or significant litigation

and any resulting financial impact not covered by insurance; the effects of competition in the markets in which we operate; changes in

accounting assumptions that regulatory agencies, including the SEC, may require or that result from changes in the accounting rules or

their application, which could result in an impact on earnings; significant increases in benefit plan costs or lower investment returns on plan

assets; and the inability to implement our business strategies.

Filed by Verizon Communications Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company:  Vodafone Group Plc

Filer’s SEC File No.: 001-08606

Date: November 4, 2013

“SAFE HARBOR”

STATEMENT AND LEGENDS

www.verizon.com/investor.

“SAFE HARBOR”

STATEMENT AND LEGENDS

(cont.)

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NO OFFER OR SOLICITATION

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or

approval nor shall there be any offer or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a

prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or pursuant to an exemption from the

registration requirements thereof.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

Verizon Communications Inc. has filed with the SEC a registration statement on Form S-4 containing a preliminary prospectus with respect

to the Verizon securities to be offered in the proposed transaction with Vodafone (the “preliminary prospectus”).  Verizon has also filed with

the SEC a preliminary proxy statement with respect to the special meeting of the Verizon shareholders to be held in connection with the

proposed transaction (the “preliminary proxy statement”). The registration statement on Form S-4 has not yet been declared effective and

the preliminary prospectus and the preliminary proxy statement are not yet final and will be further amended.  VODAFONE

SHAREHOLDERS ARE URGED TO READ CAREFULLY THE PRELIMINARY PROSPECTUS AND VERIZON SHAREHOLDERS ARE

URGED TO READ CAREFULLY THE PRELIMINARY PROXY STATEMENT, EACH TOGETHER WITH OTHER RELEVANT

DOCUMENTS FILED OR TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY

CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and shareholders can obtain free copies of the preliminary prospectus, the preliminary proxy statement and other documents

filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will

be able to obtain free copies of the prospectus, the proxy statement and other documents filed with the SEC by Verizon by contacting

Verizon’s Assistant Corporate Secretary, Verizon Communications Inc., 140 West Street, 29th Floor, New York, New York 10007. These

materials are also available on Verizon’s website at www.verizon.com/investor.

PARTICIPANTS IN THE SOLICITATION

Verizon, Vodafone and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from

the shareholders of Verizon in respect of the proposed transaction contemplated by the proxy statement. Information regarding the

persons who are, under the rules of the SEC, participants in the solicitation of the shareholders of Verizon in connection with the proposed

transaction, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the preliminary proxy

statement filed by Verizon with the SEC. Information regarding Verizon’s directors and executive officers is contained in Verizon’s Annual

Report on Form 10-K for the year ended December 31, 2012 and its Proxy Statement on Schedule 14A, dated March 18, 2013, which are

filed with the SEC. Information regarding Vodafone’s directors and executive officers is contained in Vodafone’s Annual Report on Form

20-F for the year ended March 31, 2013, which is filed with the SEC.

Acquisition of Vodafone’s 45%

Interest in Verizon Wireless

•

Sole ownership drives strategic and financial benefits across entire

business

•

Accretive to earnings per share at close of transaction

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Access to all of wireless cash flows

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Favorable capital markets environment

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U.S. wireless marketplace in growth phase

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No integration risk

Transaction is a “natural”

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