Niel family lines up Vodafone (NASDAQ: VOD) stake via derivatives

Rhea-AI Filing Summary

Vodafone Group Public Ltd Co (VOD) has a new Schedule 13D filer group led by Vega SAS, Maya SAS and members of the Niel family. Through equity derivative transactions, Vega has the right to acquire 2,287,892,576 Ordinary Shares of Vodafone within 60 days, representing 9.9% of the outstanding voting rights.

The position arises from a First Equity Derivative Transaction for up to 630,000,000 shares and Second Equity Derivative Transactions for up to 3,944,743,685 shares with several banks, generally settling in shares but subject to regulatory clearances and a 9.9% ownership cap, otherwise settling in cash. Vega currently has no voting or dispositive power over the banks’ hedging shares until settlement.

Vega also made a binding offer for the 3,944,743,685 shares held by Emirates Telecommunications Group Company PJSC at GBX 110.4792 per share, to be acquired by the banks to hedge their obligations. The reporting persons state a long‑term investment intent but may consider a wide range of potential strategic actions regarding Vodafone over time.

Filing Explained

The first regulatory clearance was obtained on August 19, 2026, so the equity derivatives may now physically settle up to the group’s 9.9% ownership cap; the filing still describes the position as a right to acquire shares, not a completed delivery.

Key Figures

Beneficially owned Ordinary Shares: 2,287,892,576 shares Percent of class beneficially owned: 9.9 % First Equity Derivative Transaction notional: 630,000,000 shares +5 more

8 metrics

Beneficially owned Ordinary Shares 2,287,892,576 shares Shares Vodafone that Vega SAS can acquire within 60 days under derivative transactions

Percent of class beneficially owned 9.9 % Portion of Vodafone Ordinary Shares represented by the reported beneficial ownership

First Equity Derivative Transaction notional 630,000,000 shares Maximum number of Vodafone Ordinary Shares under the First Equity Derivative Transaction

Second Equity Derivative Transactions notional 3,944,743,685 shares Aggregate Vodafone Ordinary Shares across three Second Equity Derivative Transactions

Binding Offer price per share GBX 110.4792 per share Offer price for 3,944,743,685 Vodafone shares held by Emirates Telecommunications Group Company PJSC

Voting rights outstanding 23,110,026,036 Vodafone voting rights outstanding as of July 31, 2026, used to compute 9.9% stake

Ordinary Shares composing share capital 24,328,684,399 shares Total Vodafone Ordinary Shares composing share capital

Treasury shares 1,218,658,363 shares Vodafone Ordinary Shares held in treasury included in share capital figure

Key Terms

equity derivative transaction, physical settlement, cash settlement, beneficial ownership, +2 more

6 terms

equity derivative transaction financial

"Vega entered into an equity derivative transaction (the "First Equity Derivative Transaction")"

physical settlement financial

"The First Equity Derivative Transaction provides for (i) automatic physical settlement in Ordinary Shares"

Physical settlement is when the actual item, like a commodity or product, is delivered to the buyer after a trade, instead of just settling with money. For example, if you buy a barrel of oil through a contract with physical settlement, you will receive the oil itself. It matters because it ensures the real thing changes hands, not just the price.

cash settlement financial

"or (ii) otherwise cash settlement as the case may be"

Cash settlement is a process where, instead of exchanging physical assets like stocks or commodities, the parties involved settle the difference in value with money after a contract ends. For investors, it simplifies transactions by avoiding the need to handle or deliver the actual asset, making it quicker and more convenient to complete trades. This method ensures a straightforward way to settle agreements based on their final value.

beneficial ownership financial

"aggregate beneficial ownership of Ordinary Shares exceeding 9.9% of total outstanding"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

treasury financial

"of which 1,218,658,363 Ordinary Shares are held in treasury"

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

voting rights financial

"on the basis of 23,110,026,036 voting rights outstanding as of July 31, 2026"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

FAQ

How much of Vodafone (VOD) do Vega SAS and the Niel family report beneficially owning?

They report beneficial ownership of 2,287,892,576 Ordinary Shares of Vodafone, representing 9.9% of the class, based on 23,110,026,036 voting rights outstanding as of July 31, 2026, via rights to acquire shares under equity derivative transactions.

How are Vega SAS and associates gaining exposure to Vodafone (VOD) shares?

Exposure comes through a First Equity Derivative Transaction for up to 630,000,000 shares and Second Equity Derivative Transactions for up to 3,944,743,685 shares with multiple banks, which provide for automatic physical or cash settlement subject to conditions and regulatory clearances.

What is the ownership cap mentioned in the Vodafone (VOD) Schedule 13D?

Physical settlement of the equity derivatives is limited so that Vega and its affiliates’ aggregate beneficial ownership does not exceed 9.9% of total outstanding Ordinary Shares. Amounts above this level require additional regulatory clearances or will be settled in cash instead of shares.

What offer did Vega make for Emirates Telecommunications’ Vodafone (VOD) stake?

On July 7, 2026, Vega delivered a binding offer to acquire the Seller’s 3,944,743,685 Ordinary Shares in Vodafone at GBX 110.4792 per share. The Seller accepted on July 10, 2026, with Vega’s counterparty banks purchasing the shares to hedge derivative obligations.

Do Vega and the Niel family currently control voting rights in Vodafone (VOD)?

The agreements state Vega has no direct or indirect voting, investment or dispositive control over Ordinary Shares held by the banks for hedging until settlement and delivery of shares to Vega. The banks will not notify or consult Vega on voting those hedging shares.

What are Vega SAS’s stated intentions regarding its Vodafone (VOD) investment?

The reporting persons state a long-term investment intent and plan to continue reviewing their investment. They may engage with Vodafone’s board, management, other shareholders or third parties and may consider a wide range of potential strategic or corporate actions, subject to applicable law.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/26/2026 - 04:57 PM Accepted by SEC EDGAR 08/26/2026 - 04:57 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

VODAFONE GROUP PUBLIC LTD CO

(Name of Issuer)

Ordinary Shares of 20 20/21 US cents each

(Title of Class of Securities)

92857W308

(CUSIP Number)

Denis Klimentchenko
Skadden, Arps, Slate,, Meagher & Flom (UK) LLP, 22 Bishopsgate
London, X0, EC2N 4BQ
44(0)20 7519 7289

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 92857W308

1

Name of reporting person

Vega SAS

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,287,892,576.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,287,892,576.00

11

Aggregate amount beneficially owned by each reporting person

2,287,892,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The aggregate amount beneficially owned in row 11 in the table above reflects 2,287,892,576 Ordinary Shares of 20 20/21 US cents each ("Ordinary Shares") of Vodafone Group Public Limited Company (the "Issuer") that Vega SAS, a company incorporated under French law as a societe par actions simplifiee ("Vega") has the right to acquire under the First Equity Derivative Transaction and the Second Equity Derivative Transactions (each as defined in Item 4 below) within 60 days of the date of this filing. Maya SAS ("Maya"), as the sole owner of Vega, may be deemed to have beneficial ownership over the Ordinary Shares beneficially owned by Vega. Xavier Niel, the President of Maya, Jules Niel, John Niel, Elisa Niel and Joseph Niel (together, the "Niel Family") may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by Vega and Maya.

SCHEDULE 13D

CUSIP Number(s): 92857W308

1

Name of reporting person

Maya SAS

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,287,892,576.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,287,892,576.00

11

Aggregate amount beneficially owned by each reporting person

2,287,892,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The aggregate amount beneficially owned in row 11 in the table above reflects 2,287,892,576 Ordinary Shares that Vega has the right to acquire under the First Equity Derivative Transaction and the Second Equity Derivative Transactions (each as defined in Item 4 below) within 60 days of the date of this filing. Maya, as the sole owner of Vega, may be deemed to have beneficial ownership over the Ordinary Shares beneficially owned by Vega. The Niel Family may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by Vega and Maya.

SCHEDULE 13D

CUSIP Number(s): 92857W308

1

Name of reporting person

Xavier Niel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,287,892,576.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,287,892,576.00

11

Aggregate amount beneficially owned by each reporting person

2,287,892,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The aggregate amount beneficially owned in row 11 in the table above reflects 2,287,892,576 Ordinary Shares that Vega has the right to acquire under the First Equity Derivative Transaction and the Second Equity Derivative Transactions (each as defined in Item 4 below) within 60 days of the date of this filing. Maya, as the sole owner of Vega, may be deemed to have beneficial ownership over the Ordinary Shares beneficially owned by Vega. The Niel Family may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by Vega and Maya.

SCHEDULE 13D

CUSIP Number(s): 92857W308

1

Name of reporting person

Jules Niel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,287,892,576.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,287,892,576.00

11

Aggregate amount beneficially owned by each reporting person

2,287,892,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The aggregate amount beneficially owned in row 11 in the table above reflects 2,287,892,576 Ordinary Shares that Vega has the right to acquire under the First Equity Derivative Transaction and the Second Equity Derivative Transactions (each as defined in Item 4 below) within 60 days of the date of this filing. Maya, as the sole owner of Vega, may be deemed to have beneficial ownership over the Ordinary Shares beneficially owned by Vega. The Niel Family may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by Vega and Maya.

SCHEDULE 13D

CUSIP Number(s): 92857W308

1

Name of reporting person

John Niel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,287,892,576.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,287,892,576.00

11

Aggregate amount beneficially owned by each reporting person

2,287,892,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The aggregate amount beneficially owned in row 11 in the table above reflects 2,287,892,576 Ordinary Shares that Vega has the right to acquire under the First Equity Derivative Transaction and the Second Equity Derivative Transactions (each as defined in Item 4 below) within 60 days of the date of this filing. Maya, as the sole owner of Vega, may be deemed to have beneficial ownership over the Ordinary Shares beneficially owned by Vega. The Niel Family may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by Vega and Maya.

SCHEDULE 13D

CUSIP Number(s): 92857W308

1

Name of reporting person

Elisa Niel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,287,892,576.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,287,892,576.00

11

Aggregate amount beneficially owned by each reporting person

2,287,892,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The aggregate amount beneficially owned in row 11 in the table above reflects 2,287,892,576 Ordinary Shares that Vega has the right to acquire under the First Equity Derivative Transaction and the Second Equity Derivative Transactions (each as defined in Item 4 below) within 60 days of the date of this filing. Maya, as the sole owner of Vega, may be deemed to have beneficial ownership over the Ordinary Shares beneficially owned by Vega. The Niel Family may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by Vega and Maya.

SCHEDULE 13D

CUSIP Number(s): 92857W308

1

Name of reporting person

Joseph Niel

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,287,892,576.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,287,892,576.00

11

Aggregate amount beneficially owned by each reporting person

2,287,892,576.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The aggregate amount beneficially owned in row 11 in the table above reflects 2,287,892,576 Ordinary Shares that Vega has the right to acquire under the First Equity Derivative Transaction and the Second Equity Derivative Transactions (each as defined in Item 4 below) within 60 days of the date of this filing. Maya, as the sole owner of Vega, may be deemed to have beneficial ownership over the Ordinary Shares beneficially owned by Vega. The Niel Family may be deemed to have shared beneficial ownership over the Ordinary Shares beneficially owned by Vega and Maya.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares of 20 20/21 US cents each
(b)	Name of Issuer: VODAFONE GROUP PUBLIC LTD CO
(c)	Address of Issuer's Principal Executive Offices: VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, UNITED KINGDOM , RG14 2FN.
Item 1 Comment: This statement on Schedule 13D (the "Schedule 13D") relates to the Ordinary Shares of 20 20/21 US cents each (the "Ordinary Shares") of Vodafone Group Public Limited Company (the "Issuer").
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by (i) Vega SAS ("Vega"), (ii) Maya SAS ("Maya"), (iii) Xavier Niel, (iv) Jules Niel, (v) John Niel, (vi) Elisa Niel and (vii) Joseph Niel (each a "Reporting Person" and collectively, the "Reporting Persons"). Vega is wholly owned by Maya, which in turn is wholly owned jointly by the Niel Family. Set forth on Annex A attached hereto is a listing of the directors and executive officers of each of Vega and Maya (collectively, the "Covered Persons"), and certain other information, including the business address and present principal occupation or employment/role of each of the Covered Persons, and is incorporated herein by reference.
(b)	The business address of the Reporting Persons is 16 rue de la Ville l'Eveque 75008 Paris, France.
(c)	The principal business of Vega is to invest in securities of the Issuer. The principal business of Maya is to serve as a holding company of the Iliad group. Members of the Niel Family jointly own Maya.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	See Item 6 of each of the cover pages.
Item 3.	Source and Amount of Funds or Other Consideration
	The First Equity Derivative Transaction and the Second Equity Derivative Transactions (each as defined in Item 4 below) are expected to be funded either with the proceeds to be drawn from an equity financing transaction with unaffiliated third party financial institutions or by funds borrowed from one of the affiliates of Vega.
Item 4.	Purpose of Transaction
	First Equity Derivative Transaction On May 22, 2026, Vega entered into an equity derivative transaction (the "First Equity Derivative Transaction" and the documentation relating thereto the "First Equity Derivative Transaction Agreements") with an unaffiliated third party financial institution (the "Bank"), which was subsequently amended on July 13, 2026 and July 27, 2026. Under the First Equity Derivative Transaction, Vega expects to purchase up to 630,000,000 Ordinary Shares on or before February 22, 2027 (such scheduled settlement date to be automatically extended to the business day falling twelve months after May 22, 2026, unless the Bank notifies Vega before August 30, 2026 of its intention not to so extend), provided that Vega may notify an earlier scheduled settlement date as further set out below (as so extended or brought forward, the "Scheduled Settlement Date 1"). The First Equity Derivative Transaction provides for (i) automatic physical settlement in Ordinary Shares subject to certain conditions, absent any extraordinary event and including Vega's obtaining certain regulatory clearances or (ii) otherwise cash settlement as the case may be. On August 19, 2026, the first of such regulatory clearances was obtained. Accordingly, the transaction can be settled up to an amount that does not result in Vega and its affiliates' aggregate beneficial ownership of Ordinary Shares exceeding 9.9% of total outstanding Ordinary Shares on the Scheduled Settlement Date 1 (although Vega has the right to notify an earlier Scheduled Settlement Date 1 for a physical settlement relating to the entire number of notional shares under the First Equity Derivative Transaction Agreements). Physical settlement of the balance above that threshold of the Ordinary Shares under the First Equity Derivative Transaction requires Vega to obtain the additional regulatory clearances. If such additional regulatory clearances have not been evidenced by the applicable Scheduled Settlement Date 1, the First Equity Derivative Transaction will be settled in cash (wholly or in part) such that Vega and its affiliates' aggregate beneficial ownership of Ordinary Shares does not exceed 9.9% of total outstanding Ordinary Shares (including any delivery of Ordinary Shares pursuant to the Second Equity Derivative Transactions referred to below as the case may be). Under the terms of the First Equity Derivative Transaction Agreements, absent any extraordinary event, Vega will be obligated to pay the Bank in cash an amount defined under such agreements for the acquisition of a number of Ordinary Shares determined in accordance with the terms of such agreements, in consideration of which the Bank will be obligated, at the relevant settlement date in accordance with the terms of such agreements, to deliver such number of such Ordinary Shares. Cash dividends (relating to the Ordinary Shares not having yet been delivered to Vega under the First Equity Derivative Transaction Agreements) paid during the term thereof will give rise to a payment by the Bank to Vega for an amount determined (taking into account all relevant withholding taxes) in accordance with the First Equity Derivative Transaction Agreements. The First Equity Derivative Transaction Agreements provide that Vega does not have any direct or indirect voting, investment or dispositive control over any of the Ordinary Shares held by the Bank corresponding to its hedging position until a settlement and delivery of such shares to Vega and that the Bank will not notify or consult with Vega regarding any voting rights with respect to the Ordinary Shares that relate to its hedging position. The foregoing description of the First Equity Derivative Transaction is qualified in its entirety by reference to the terms of the First Equity Derivative Transaction Agreements, copies of which are filed as exhibits to this Schedule 13D and incorporated herein by reference. Second Equity Derivative Transactions On July 6, 2026, Vega entered into three separate equity derivative transactions (the "Second Equity Derivative Transactions" and the documentation relating thereto the "Second Equity Derivative Transaction Agreements") with three unaffiliated third party financial institutions (the "Banks"). Under the Second Equity Derivative Transactions, Vega expects to purchase up to an aggregate of 3,944,743,685 Ordinary Shares, divided substantially in equal proportions among the three Banks, on or before July 6, 2027, extendable to January 6, 2028 with the Banks' consent (the "Scheduled Settlement Date 2"). The actual timing and the number of Ordinary Shares under such transactions will be determined based on certain parameters of the Second Equity Derivative Transaction Agreements. The Second Equity Derivative Transactions provide for (i) automatic physical settlement in Ordinary Shares, absent any extraordinary event and subject to certain conditions, including Vega's obtaining certain regulatory clearances or (ii) otherwise cash settlement as the case may be. On August 19, 2026, the first of such regulatory clearances was obtained. Accordingly, automatic physical settlement in Ordinary Shares under the Second Equity Derivative Transactions may occur up to an amount that does not result in Vega and its affiliates' aggregate beneficial ownership of Ordinary Shares exceeding 9.9% of total outstanding Ordinary Shares. Physical settlement of the balance of the Ordinary Shares under the Second Equity Derivative Transactions requires Vega to obtain the additional regulatory clearances. Vega has the right to request an earlier scheduled settlement date for a physical settlement relating to part of the Ordinary Shares thereunder. If such additional regulatory clearances have not been evidenced by the applicable scheduled date for cash settlement under the Second Equity Derivative Transaction Agreements, the Second Equity Derivative Transactions will be settled in cash (wholly or in part) such that Vega and its affiliates' aggregate beneficial ownership of Ordinary Shares does not exceed 9.9% of total outstanding Ordinary Shares (including any delivery of Ordinary Shares pursuant to the First Equity Derivative Transaction referred to above as the case may be). Under the terms of the Second Equity Derivative Transaction Agreements, absent any extraordinary event, Vega will be obligated to pay the Banks in cash on each relevant settlement date an amount defined under such agreements for the acquisition of a number of Ordinary Shares determined in accordance with the terms of such agreements, in consideration of which the Banks will be obligated, at the relevant settlement date in accordance with the terms of such agreements, to deliver such number of such Ordinary Shares. Cash dividends (relating to the Ordinary Shares not having yet been delivered to Vega under the Second Equity Derivative Transaction Agreements) paid during the term thereof will give rise to a payment by the Banks to Vega for an amount determined (taking into account all relevant withholding taxes) in accordance with the Second Equity Derivative Transaction Agreements. The Second Equity Derivative Transaction Agreements provide that Vega does not have any direct or indirect voting, investment or dispositive control over any of the Ordinary Shares held by the Banks corresponding to their hedging positions until a settlement and delivery of such shares to Vega and that the Banks will not notify or consult with Vega regarding any voting rights with respect to the Ordinary Shares that relate to their hedging positions. The foregoing description of the Second Equity Derivative Transactions is qualified in its entirety by reference to the terms of the Second Equity Derivative Transaction Agreements, copies of which are filed as exhibits to this Schedule 13D and incorporated herein by reference. For the avoidance of doubt, the 9.9% regulatory condition limitation described above applies to Vega and its affiliates' aggregate beneficial ownership of Ordinary Shares across the First Equity Derivative Transaction and the Second Equity Derivative Transactions taken together. Offer to Purchase Ordinary Shares On July 7, 2026, Vega delivered a binding offer (the "Binding Offer") to Emirates Telecommunications Group Company PJSC (the "Seller"), in which Vega offered to acquire the entire 3,944,743,685 Ordinary Shares owned by the Seller (the "Seller Shares") for GBX 110.4792 per share. Under the terms of the Binding Offer, each of Vega's counterparty Banks for the Second Equity Derivative Transactions would acquire the Seller Shares via off-market purchases in the form of block trades directly from the Seller to hedge their obligations under the Second Equity Derivative Transactions, including in particular the physical delivery upon maturity of the Seller Shares to Vega under the Second Equity Derivative Transactions in accordance with their terms, subject to Vega's obtaining applicable regulatory clearances (failing which the Second Equity Derivative Transactions would be settled in cash). The Seller accepted the Binding Offer on July 10, 2026. The foregoing description of the Binding Offer is qualified in its entirety by reference to the terms of the Binding Offer, a copy of which is filed as exhibit to this Schedule 13D and incorporated herein by reference. Purpose of Transaction The Reporting Persons intend to acquire the Ordinary Shares indirectly through Vega for long-term investment purposes. The Reporting Persons intend to continue to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including communicating with the board of directors of the Issuer (the "Board"), members of management or other securityholders of the Issuer, or other third parties, including potential acquirers, from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical, industry and/or other advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including a merger, demerger, reorganization or liquidation) involving the Issuer or any of its subsidiaries, including any public offer for all or part of the Issuer's securities; business combinations involving the Issuer or any of its subsidiaries, a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases, contributions or similar transactions; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or management of the Issuer; acting as a participant in debt financings of the Issuer or any of its subsidiaries, changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer's securities, or any action similar to those enumerated above. Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Additionally, the Reporting Persons may from time to time increase or decrease their investment in the Issuer depending upon the price and availability of the Issuer's securities, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or may result in, any of the matters listed in subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, as part of their ongoing evaluation of this investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan or proposal with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board, other stockholders of the Issuer or other third parties regarding such matters.
Item 5.	Interest in Securities of the Issuer
(a)	See Items 11 and 13 of each of the cover pages. The percentage of Ordinary Shares outstanding is calculated on the basis of 23,110,026,036 voting rights outstanding as of July 31, 2026, calculated on the basis of 24,328,684,399 Ordinary Shares composing the share capital of the Issuer, of which 1,218,658,363 Ordinary Shares are held in treasury, as set forth in the Issuer's "Total Voting Rights and Capital" disclosure through the RNS dated August 3, 2026.
(b)	See Items 7 through 10 of each of the cover pages.
(c)	Other than as described in this Schedule 13D, the Reporting Persons have not effected any transactions in Ordinary Shares during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	1. Joint Filing Agreement 2. FBF Master Agreement, dated May 22, 2026, by and between Vega SAS and Societe Generale 3. Amendment Agreement No. 2 relating to the First Equity Derivative Transaction, dated July 27, 2026, by and between Vega SAS and Societe Generale (English translation of French original) 4. FBF Master Agreement, dated July 6, 2026, by and between Vega SAS and BNP Paribas 5. Confirmation related to the Second Equity Derivative Transaction Agreements, dated July 6, 2026, by and between Vega SAS and BNP Paribas 6. FBF Master Agreement, dated July 6, 2026, by and between Vega SAS and Credit Agricole Corporate and Investment Bank 7. Confirmation related to the Second Equity Derivative Transaction Agreements, dated July 6, 2026, by and between Vega SAS and Credit Agricole Corporate and Investment Bank 8. FBF Master Agreement, dated July 6, 2026, by and between Vega SAS and Societe Generale 9. Confirmation related to the Second Equity Derivative Transaction Agreements, dated July 6, 2026, by and between Vega SAS and Societe Generale 10. Binding Offer, dated July 7, 2026, from Vega SAS to Emirates Telecommunications Group Company PJSC 11. Letter of Undertaking, dated July 7, 2026, from BNP Paribas to Emirates Telecommunications Group Company PJSC 12. Letter of Undertaking, dated July 7, 2026, from Credit Agricole Corporate and Investment Bank to Emirates Telecommunications Group Company PJSC 13. Letter of Undertaking, dated July 7, 2026, from Societe Generale to Emirates Telecommunications Group Company PJSC 14. Seller Undertaking Letter, dated July 7, 2026, from Emirates Telecommunications Group Company PJSC to Vega SAS

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Vega SAS

Signature:	/s/ Xavier Niel
Name/Title:	Xavier Niel, President of Maya SAS, itself President of Vega SAS
Date:	08/26/2026

Maya SAS

Signature:	/s/ Xavier Niel
Name/Title:	Xavier Niel, President
Date:	08/26/2026

Xavier Niel

Signature:	/s/ Xavier Niel
Name/Title:	Xavier Niel
Date:	08/26/2026

Jules Niel

Signature:	/s/ Jules Niel
Name/Title:	Jules Niel
Date:	08/26/2026

John Niel

Signature:	/s/ John Niel
Name/Title:	John Niel
Date:	08/26/2026

Elisa Niel

Signature:	/s/ Xavier Niel
Name/Title:	Xavier Niel, Attorney-in-Fact, for and on behalf of as Parent/Guardian of Elisa Niel
Date:	08/26/2026

Joseph Niel

Signature:	/s/ Xavier Niel
Name/Title:	Xavier Niel, Attorney-in-Fact, for and on behalf of as Parent/Guardian of Joseph Niel
Date:	08/26/2026