UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rules 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

Dated May 23, 2012

Commission File Number: 001-10086

VODAFONE GROUP

PUBLIC LIMITED COMPANY

(Translation of registrant’s name into English)

VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN, ENGLAND

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):         

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):        

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-        .

This Report on Form 6-K contains a news release dated 22 May 2012 entitled ‘Vodafone announces results for the year ended 31 March 2012’

Vodafone announces results for the year ended 31 March 2012

22 May 2012

Robust financial performance in a difficult environment

·      Group revenue up 1.2% to £46.4 billion; full year organic service revenue growth +1.5%*; Q4 +2.3%*

·      EBITDA down 1.3% at £14.5 billion; EBITDA margin 31.2%, down 0.8 percentage points (0.6 percentage points before restructuring costs)

·      Verizon Wireless service revenue up 7.3%*; our share of profits up 9.3%* to £4.9 billion

·      Adjusted operating profit at £11.5 billion, up 2.5%* on an organic basis

·      Gain on disposal of investments of £3.5 billion1 and impairment charges of £4.0 billion

·      Free cash flow £6.1 billion after capex of £6.4 billion

·      Final dividend per share of 6.47 pence, giving total dividends per share for the year of 13.52 pence (including 4.0 pence special dividend), up +51.9%

Financial highlights

Continued strategic progress

·      Service revenue growth driven by focus on data (+22.2%*), enterprise (+2.2%*) and emerging markets (India +19.5%*3, Vodacom +7.1%*, Turkey +25.1%*)

·      Smartphone penetration in Europe 26.9%, +8.3 percentage points year-on-year; 43.2% of consumer contract revenue in our major European markets from integrated tariffs in Q4

·      £14.8 billion raised from disposals since September 2010, of which £6.8 billion committed to share buybacks – programme now 91% complete

·      £2.9 billion income dividend received from Verizon Wireless (‘VZW’), of which £2.0 billion was paid out as a special dividend to Vodafone shareholders

Guidance for the 2013 financial year

·      On an underlying basis, we expect growth in adjusted operating profit and stability in free cash flow

·      Adjusted operating profit expected to be in the range of £11.1billion to £11.9 billion, reflecting the weaker euro offset by continued profit growth from VZW

·      Free cash flow expected to be in the range of £5.3 billion to £5.8 billion, reflecting the weaker euro and the loss of the dividend from SFR

Vittorio Colao, Group Chief Executive, commented:

“Our focus on the key growth areas of data, emerging markets and enterprise is positioning us well in a difficult macroeconomic environment. Our commercial performance and our ability to leverage scale continue to be strong, enabling us to gain or hold market share in most of our key markets, and reduce the rate of margin decline. Our robust cash generation and the dividend received from Verizon Wireless have enabled us to translate this operational success into good returns for shareholders.

“Our goal over the next three years is to continue to strengthen our technology and commercial platforms through reliable and secure high speed data networks, significantly enhanced customer service across all channels, and improved data pricing models, to enrich customers’ experience and maximise our share of value in the markets in which we operate.”

Notes:

*     All amounts in this document marked with an “*” represent organic growth which presents performance on a comparable basis, both in terms of merger and acquisition activity and movements in foreign exchange rates. At the start of Q3 the Group revised its intra-group roaming charges. Whilst neutral to Group revenue and profitability, these changes do have an impact on reported service revenue by country and regionally from Q3 onwards. Whilst prior period reported revenue has not been restated, to ensure comparability in organic growth rates, country and regional revenue in the prior financial year have been recalculated based on the new pricing structure to form the basis for our organic calculations.

1    Includes a £3.4 billion gain on disposal of the Group’s 44% interest in SFR and a £0.1 billion net after tax gain on disposal of the Group’s 24.4% interest in Polkomtel.

2    Excludes the special dividend of 4.0 pence per share paid out of the VZW income dividend received.

3    Financial amounts in relation to India comprise Vodafone India Limited, the Group’s share of Indus Towers Limited and certain Indian shared service functions.

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CHIEF EXECUTIVE’S STATEMENT

Financial review

Our overall financial performance this year has been steady. Our major emerging markets operations have had a very strong year. In addition, Verizon Wireless, our 45% owned associate in the United States, combined continued good revenue growth with substantial cash flow. On the other hand, the tough macroeconomic and regulatory environment in much of Europe has made revenue growth in that region increasingly challenging.

However, on a relative basis, we have held or gained share in most of our major markets, continuing last year’s trend. The quality of our network continues to improve, with high speed data now available across a growing proportion of our voice network in our European markets, and low frequency spectrum for 4G/LTE services now secured in Italy and Spain. Cash flow generation and shareholder remuneration, even after sustained network investment, continue to be significant.

Group revenue for the year was up 1.2% to £46.4 billion, with Group organic service revenue up 1.5%* and data revenue up 22.2%*. Group EBITDA margin fell 0.8 percentage points, as a result of continuing high levels of commercial costs associated with the migration to smartphones, and the difficult trading environment in Spain in particular. Group EBITDA was £14.5 billion, down 1.3% year-on-year, but flat organically before restructuring costs.

Group adjusted operating profit was £11.5 billion, down 2.4% year-on-year but at the top of our guidance range of £11.0 billion – £11.8 billion based on guidance exchange rates. The decline in adjusted operating profit was due to the sale of our interest in SFR at the start of the year; on an organic basis, adjusted operating profit was up 2.5%*, as a result of the good performance at VZW.

We recognised £3.5 billion of net gains on the disposals of our interests in SFR and Polkomtel, and we recorded impairment charges of £4.0 billion relating to our businesses in Italy, Spain, Portugal and Greece primarily driven by lower projected cash flows within business plans and an increase in discount rates, resulting from adverse changes in the economic environment.

Free cash flow was £6.1 billion and within our guidance range of £6.0 billion – £6.5 billion for the year. The year-on-year decline reflected the loss of dividends from China Mobile Limited, the reduction in dividends from SFR, and the conclusion of our prior year working capital programme. Capex was up 2.3% at £6.4 billion, as we continued to maintain our significant level of investment to support our network strategy. In addition to our reported free cash flow we received an income dividend of US$4.5 billion (£2.9 billion) from VZW.

Adjusted earnings per share was 14.91 pence, down 11.0% on last year. The decline was driven by the loss of our share of SFR and Polkomtel profits, the loss of income from our interests in China Mobile Limited and SoftBank, and higher finance charges as the result of our decision to take advantage of low prevailing interest rates to fix a higher proportion of our debt. The Board is recommending a final dividend per share of 6.47 pence, to give total ordinary dividends per share of 9.52 pence, up 7.0% year-on-year. During the year we also paid a special dividend of 4.0 pence per share, paid out of the income dividend we received from VZW. Total dividends per share were therefore up 51.9%.

Europe

Organic service revenue in Europe was down 1.1%* year-on-year. Excluding the impact of regulated cuts to mobile termination rates (‘MTRs’), service revenue grew by 1.4%*. As in the prior year, we saw a broad divide between the more stable major markets of northern Europe, with Germany, the UK and the Netherlands all growing; and the much weaker markets of southern Europe, with Italy and Spain suffering from strong competition and a very poor macroeconomic environment.

Data revenue growth was strong at 20.2%*, with smartphone penetration on contract customers of 44.9%, up 11.5 percentage points during the year. We have continued our major commercial push towards integrated voice, SMS and data tariffs, so that in the final quarter, 43.2% of consumer contract service revenue in our major European markets came from customers on integrated tariffs.

Organic EBITDA was down 4.5%*, and the EBITDA margin fell 1.5* percentage points. The decline in EBITDA margin was almost entirely driven by margin erosion in Spain, where we put through significant price cuts during the year. Elsewhere, we benefited from increased cost efficiency.

AMAP

Organic service revenue growth in AMAP was 8.0%*. Our two major businesses, India and Vodacom, reported growth of 19.5%* and 7.1%* respectively. In India, pricing showed clear signs of stabilisation after a prolonged price war. In South Africa, growth continued to be strong, despite significant price cuts on data tariffs. In Australia, revenue declined sharply as our network perception continued to suffer after service issues experienced more than a year ago.

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CHIEF EXECUTIVE’S STATEMENT

Organic EBITDA was up 7.8%* with EBITDA margin down 0.1* percentage points. EBITDA margins in our two biggest AMAP businesses, Vodacom and India, increased, but this positive impact was offset by a significant decline in the EBITDA margin in Australia.

Verizon Wireless

Our share of the net income of VZW represented 42.2% of our Group adjusted operating profit. VZW enjoyed another very strong year, with organic service revenue up 7.3%* and EBITDA up 7.9%*. Our share of profits from VZW amounted to £4.9 billion, up 9.3%* year-on-year. In December 2011 VZW announced the proposed acquisition of 122 Advanced Wireless Services spectrum licenses, covering a population of 259 million, from SpectrumCo for US$3.6 billion (£2.3 billion).

Update on strategic priorities

1)    Mobile data

Data services offer the single biggest growth opportunity for the mobile industry since the launch of voice services over 25 years ago. Increasing data speeds, combined with the proliferation of new mobile devices and customer applications, are leading to rapid adoption. Our success in data is absolutely central to our strategy.

Data revenue was up 22.2%* year-on-year, and now represents 14.5% of Group service revenue. We have continued to stimulate data adoption by encouraging customers to upgrade to smartphones, and offering a broad portfolio of these handsets across a range of price points. Smartphone penetration in Europe is now 44.9% of contract customers, or 26.9% of the total European base. The proportion of these customers who now take some form of data inclusive bundle has reached 76.9%.

In addition, we have made good progress on integrated tariffs, which combine allowances for voice, SMS and data in one monthly fee. In Q4, 43.2% of consumer contract revenue in Europe was from customers on integrated tariffs. This gives us improved visibility of revenue and reduces our exposure to customers using data bundles to substitute voice and SMS usage.

Network quality is key to our data strategy, and we continue to make significant investments to enhance the coverage, reliability and speed of our service. 82% of our European network can now deliver speeds of up to 14.4 Mbps, compared to 66% 12 months ago. In Germany and Portugal we have launched fourth generation LTE services, offering yet higher speeds and quicker response times. During the year we spent £1.4 billion acquiring spectrum in Italy, Spain, Greece, Portugal and Hungary.

2)    Enterprise and total communications

The enterprise market, where Vodafone is already a leading player, offers attractive growth opportunities. Multinationals and smaller companies alike are looking not only to manage costs but also to move to converged platforms and improve mobile connectivity and productivity for their workforces – making the choice of a mobile telecoms provider an increasingly strategic one.

Group enterprise revenue growth was 2.2%* and represented 23% of our overall service revenue. Within this, Vodafone Global Enterprise, which serves our largest multinational customers, achieved revenue growth of 11%, driven by customer wins and increased penetration of existing accounts. Our broad geographical footprint, further extended through our partner market agreements, is a key differentiator for multinational accounts.

At the other end of the scale, Vodafone One Net, our converged voice proposition targeted at small-to-medium-sized businesses, is now live in six countries with over two million end users – with over half a million new users this year.

3)    Emerging markets

Emerging markets offer long-term growth potential for mobile operators. Voice penetration, though already high, still has further scope to grow and has been a key enabler of development and economic growth. Data remains in its infancy in most emerging markets, but we expect most customers’ experience of the internet to be entirely mobile given the relative lack of fixed line infrastructure. Finally, the prospects for strong GDP growth over the longer term is supportive of increased consumer wealth and spending.

Our major emerging markets operations, Vodacom, India and Turkey, saw organic service revenue growth of 7.1%*, 19.5%* and 25.1%* respectively year-on-year. We expect these and our other emerging markets to represent an increasing proportion of our revenue, profit and cash flow in the coming years.

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CHIEF EXECUTIVE’S STATEMENT

4)    New services

Machine-to-machine (‘M2M’) platforms, mobile commerce and operator billing, among other new services, all offer potential for incremental growth. We made good progress in all these areas in the last 12 months. Growth in M2M, driven by the automotive and utilities sectors, has been strong, with M2M SIMs growing from 5.3 million to 7.8 million year-on-year. In mobile commerce, we continued to expand M-Pesa, our mobile money transfer service. Total active users now number 14.4 million, and the service is established in six markets. During the year we launched a trial in Rajasthan in India, with a view to a full launch in the 2012/13 financial year.

Operator billing allows customers to pay for mobile applications and other goods and services using their Vodafone monthly phone bill. During the year, we were the first to launch the service in Europe for the Android market, and it is also available on the Nokia and Blackberry platforms.

5)    Liquidity or cash flow from our non-controlled interests

In the 2011 financial year we realised £7.2 billion from the sale of our stake in China Mobile Limited and our interests in SoftBank. This strong progress continued in the 2012 financial year with the sale of our 44% holding in SFR, the French operator, for £6.8 billion, and our 24.4% interest in Polkomtel, the Polish operator, for £0.8 billion. Furthermore, VZW paid an income dividend of US$10 billion, of which our 45% interest equated to US$4.5 billion (£2.9 billion).

As a result of these developments, we have now sold all our significant non-controlled interests apart from VZW, where we believe future prospects for value creation and cash generation remain strong.

6)    Disciplined capital allocation

Our capital allocation strategy aims to balance a strong balance sheet and low financing costs with a consistent level of reinvestment into the business and attractive shareholder remuneration. During the year we maintained our low single A credit rating while at the same time investing £6.4 billion in capital expenditure to continue to deliver on our network strategy.

Our returns to shareholders have been exceptional this year. From the proceeds from our recent disposals we have committed a total of £6.8 billion to share buybacks, which we expect to complete within the next few weeks. In addition, we paid a special dividend of 4.0 pence per share from the VZW income dividend, on top of the regular dividend of 9.52 pence. Over the last four years we have returned a total of £25.9 billion in cash to shareholders – equivalent to approximately 30% of our market capitalisation as at 31 March 2012.

Prospects for the 2013 financial year

Vodafone is well positioned for the coming year. We have continued to gain revenue share in many of our markets, as we lead the migration to smartphones and the adoption of data services by the mass market. Our exposure to the enterprise segment and our emerging market assets will continue to be strategic drivers of our performance and, with VZW set for another strong year, our overall geographical exposure is a positive differentiator. We have a strong balance sheet and will continue our major focus on shareholder remuneration, while reinvesting substantially in our network to enhance the customer experience.

Nevertheless, the environment in Europe is set to remain very difficult. Weak consumer demand from poor macroeconomic conditions, a harsh regulatory backdrop and ongoing competition create material barriers to growth. MTRs alone will have a negative impact, similar in percentage terms to the 2012 financial year, on service revenue growth in the 2013 financial year.

On an underlying basis, excluding foreign exchange rate movements, we expect growth in adjusted operating profit, and stability in free cash flow, compared with the 2012 financial year.

Adjusted operating profit is expected to be in the range of £11.1 billion to £11.9 billion.

We anticipate free cash flow for the coming year of £5.3 billion to £5.8 billion. The loss of dividends from SFR following the sale of our 44% stake, as well as a weaker euro year-on-year, are the main differences from the 2012 financial year. We expect capital expenditure to remain broadly steady on a constant currency basis.

We expect the Group EBITDA margin decline to continue its improving trend, supported by continued strong growth and operating leverage in our AMAP region, and improving control of commercial costs in Europe.

We remain committed to continuing to deliver a good return to our shareholders through the achievement of our targets for free cash flow and dividend growth; our focused investment in profitable growth areas; and our ongoing capital discipline.

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GROUP FINANCIAL HIGHLIGHTS

Notes:

1      Amounts presented at 31 March or for the year then ended.

2      See page 28 for “Use of non-GAAP financial information” and page 33 for “Definitions of terms”.

3      All references to free cash flow are to amounts before licence and spectrum payments. For the year ended 31 March 2012, payments in respect of a tax case settlement, tax relating to the disposal of our 24.4% interest in Polkomtel, income dividend received from VZW in January 2012 and the return of a court deposit made in respect of the India tax case are also excluded. For the year ended 31 March 2011, other items excluded included tax relating to the disposal of China Mobile Limited, payments in respect of a tax case settlement, proceeds from the SoftBank disposal and a court deposit made in respect of the India tax case.

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GUIDANCE

Please see page 28 for “Use of non-GAAP financial information”, page 33 for “Definitions of terms” and page 34 for “Forward-looking statements”.

Performance against 2012 financial year guidance

Based on guidance foreign exchange rates, our adjusted operating profit for the 2012 financial year was £11.8 billion, at the top end of the £11 billion to £11.8 billion range set in May 2011.  On the same basis, our free cash flow was £6.2 billion, in the middle of the £6.0 billion to £6.5 billion range.

Guidance for the 2013 financial year is based on our current assessment of the global macroeconomic outlook and assumes foreign exchange rates of £1:€1.23 and £1:$1.62. In addition, we will no longer receive a dividend from SFR after the sale of our stake during the 2012 financial year. We have restated the 2012 financial year adjusted operating profit and free cash flow for both these changes in the table above.

Therefore, on an underlying basis, we expect growth in adjusted operating profit, and stability in free cash flow, compared with the 2012 financial year.

Adjusted operating profit is expected to be in the range of £11.1 billion to £11.9 billion and free cash flow in the range of £5.3 billion to £5.8 billion, excluding any income dividends received from VZW.

We expect the Group EBITDA margin decline to continue its improving trend, supported by continued strong growth and operating leverage in our AMAP region, and improving control of commercial costs in Europe. We expect capital expenditure to remain broadly steady on a constant currency basis.

In November 2010 we gave annual guidance ranges for organic service revenue growth and free cash flow which were based on the prevailing macroeconomic environment, regulatory framework and foreign exchange rates. Given larger MTR reductions than previously envisaged, we now expect organic service revenue growth in the 2013 financial year to be slightly below our previous medium term guidance range. We will provide an update on revenue prospects for the 2014 financial year when we publish our results for the year ending 31 March 2013. We expect the Group EBITDA margin to stabilise by March 2014.

Our medium term free cash flow guidance is £5.5 billion to £6.5 billion per annum to March 2014. This was based on the prevailing foreign exchange rates in November 2010, including an exchange rate of £1: €1.15. Based on the £1: €1.23 foreign exchange rate used for the 2013 financial guidance, the equivalent range is £5.2 billion to £6.2 billion. This cash generation underpins the three year 7% per annum dividend per share growth target issued in May 2010. We continue to expect that total ordinary dividends per share will be no less than 10.18 pence for the 2013 financial year.

Assumptions

Guidance for the 2013 financial year and the medium term is based on our current assessment of the global macroeconomic outlook and assumes foreign exchange rates of £1:€1.23 and £1:$1.62. It excludes the impact of licence and spectrum purchases, income dividends from VZW, material one-off tax-related payments, restructuring costs and any fundamental structural change to the eurozone. It also assumes no material change to the current structure of the Group.

With respect to the 7% per annum dividend per share growth target, as the Group’s free cash flow is predominantly generated by companies operating within the eurozone, we have assumed that the euro to sterling exchange rate remains within 5% of the above guidance foreign exchange rate.

Actual foreign exchange rates may vary from the foreign exchange rate assumptions used. A 1% change in the euro to sterling exchange rate would impact adjusted operating profit by £40 million and free cash flow by approximately £30 million and a 1% change in the dollar to sterling exchange rate would impact adjusted operating profit by approximately £50 million.

Note:

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GUIDANCE

FINANCIAL RESULTS

Group1

Notes:

8

FINANCIAL RESULTS

Revenue

Group revenue was up 1.2% to £46.4 billion, with service revenue of £42.9 billion, an increase of 1.5%* on an organic basis. Our overall performance reflects continued strong demand for data services and further voice penetration growth in emerging markets, offset by regulatory changes, on-going competitive pressures and challenging macro economic conditions in a number of our mature markets. As a result of the leap year, service revenue growth of 2.3%* in Q4 benefited from the additional day by around 1 percentage point.

AMAP service revenue was up by 8.0%*, with a strong performance in India, Qatar, Ghana and Vodacom and a return to growth in Egypt offset by a decline in Australia.

In Europe, service revenue was down by 1.1%* reflecting challenging macroeconomic conditions in Southern Europe partially offset by growth in Germany, the UK, the Netherlands and Turkey.

EBITDA and profit

Group EBITDA was down 1.3% to £14.5 billion, as revenue growth was offset by higher customer investment due to increased smartphone penetration.

Adjusted operating profit was down 2.4% to £11.5 billion, driven by a reduction in our share of profits from associates following the disposal of our 44% interest in SFR in June 2011. Our share of profits of VZW grew by 9.3%* to £4.9 billion.

Operating profit increased by 100% to £11.2 billion, primarily due to the gain on disposal of the Group’s 44% interest in SFR and 24.4% interest in Polkomtel, and lower impairment losses compared to the prior year.

An impairment loss of £4.0 billion was recorded in relation to Italy, Spain, Portugal and Greece, primarily driven by lower projected cash flows within business plans and an increase in discount rates, resulting from adverse changes in the economic environment.

Net (financing costs)/investment income

Notes:

Net financing costs before income from investments increased from £852 million to £1,642 million, primarily due to the decision to increase the fixed rate debt mix, which is expected to result in lower interest in future periods, and the subsequent recognition of mark-to-market losses. Income from investments decreased by £64 million as a result of the disposal of the Group’s 3.2% interest in China Mobile Limited and the Group’s interests in SoftBank Mobile Corp. Limited during the 2011 financial year.

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FINANCIAL RESULTS

Taxation

Note:

The adjusted effective tax rate for the year ending 31 March 2012 was 25.3%. This is in line with our mid 20s adjusted effective tax rate guidance range.

The Group’s share of associates’ tax declined due to the absence of the tax related to SFR following the disposal of our 44% interest in June 2011.

Income tax expense has increased in the year ended 31 March 2012 largely due to the favourable impact of a tax settlement in the 2011 financial year.

Earnings per share

Adjusted earnings per share was 14.91 pence, a decline of 11.0% year-on-year, reflecting the loss of our 44% interest in SFR and Polkomtel’s profits, the loss of interest income from investment disposals and mark-to-market items charged through finance costs, partially offset by a reduction in shares arising from the Group’s share buyback programme. Basic earnings per share was 13.74 pence (2011: 15.20 pence), reflecting the profit on disposal of our 44% interest in SFR and 24.4% interest in Polkomtel and lower impairment charges compared to the prior financial  year, all of which are excluded from adjusted earnings per share.

Notes:

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FINANCIAL RESULTS

Europe