Atlas 2022 Holdings Limited, Emirates Telecommunications Group Company PJSC (e&), and Emirates Investment Authority (EIA) report joint beneficial ownership of 3,944,743,685 Ordinary Shares of Vodafone Group Plc, representing 17.13% of the class as of July 10, 2026. The percentage is calculated on 23,027,555,926 Ordinary Shares outstanding as of June 30, 2026 per Vodafone's Total Voting Rights and Capital announcement dated July 1, 2026.
The filing amends the Schedule 13D previously filed and states that following termination of the relationship agreement and the resignation of Mr. Hatem Dowidar as a director on July 10, 2026, the Reporting Persons have determined they no longer hold securities for the purpose of changing or influencing control of Vodafone. A Joint Filing Agreement is attached by reference.
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Insights
TL;DR: Three related entities jointly report a 17.13% stake (3.94 billion shares) in Vodafone and amend prior Schedule 13D after a governance change on July 10, 2026.
The filing clarifies beneficial ownership across a corporate chain: Atlas 2022 Holdings (direct), e& (parent), and EIA (60% owner of e&) together hold 3,944,743,685 shares. The 17.13% figure is explicitly tied to an outstanding share base of 23,027,555,926 as of June 30, 2026, which the parties cite from Vodafone's announcement.
The amendment also records a governance change: termination of a relationship agreement and the cessation of Mr. Hatem Dowidar’s directorship on July 10, 2026, after which the Reporting Persons state they do not hold securities to change or influence control. Investors tracking ownership should note the reported percentage and the stated relinquishment of control intent as company-disclosed facts.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Vodafone Group Plc
(Name of Issuer)
Ordinary Shares of 20 20/21 US cents each
(Title of Class of Securities)
92857W308
(CUSIP Number)
07/10/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
92857W308
1
Names of Reporting Persons
Atlas 2022 Holdings Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,944,743,685.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,944,743,685.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,944,743,685.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
17.13 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Atlas 2022 Holdings Limited ("Atlas Holdings") is wholly-owned by Emirates Telecommunications Group Company PJSC ("e&"), which is in turn 60% owned by the Emirates Investment Authority ("EIA"). Together these entities indirectly and directly beneficially own 3,944,743,685 Ordinary Shares of Vodafone Group Plc ("Vodafone" or the "Issuer"), as of July 10, 2026, representing approximately 17.13% of the voting rights attached to Vodafone's shares. Such percentage is based on a total of 23,027,555,926 Ordinary Shares outstanding (i.e. excluding treasury shares) as of June 30, 2026 as reported by the Issuer in its Total Voting Rights and Capital announcement dated July 1, 2026.
SCHEDULE 13G
CUSIP Number(s):
92857W308
1
Names of Reporting Persons
Emirates Telecommunications Group Company PJSC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,944,743,685.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,944,743,685.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,944,743,685.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
17.13 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Atlas Holdings is wholly-owned by e&, which is in turn 60% owned by EIA. Together these entities indirectly and directly beneficially own 3,944,743,685 Ordinary Shares of Vodafone, as of July 10, 2026, representing approximately 17.13% of the voting rights attached to Vodafone's shares. Such percentage is based on a total of 23,027,555,926 Ordinary Shares outstanding (i.e. excluding treasury shares) as of June 30, 2026 as reported by the Issuer in its Total Voting Rights and Capital announcement dated July 1, 2026.
SCHEDULE 13G
CUSIP Number(s):
92857W308
1
Names of Reporting Persons
Emirates Investment Authority
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,944,743,685.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,944,743,685.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,944,743,685.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
17.13 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Atlas Holdings is wholly-owned by e&, which is in turn 60% owned by EIA. Together these entities indirectly and directly beneficially own 3,944,743,685 Ordinary Shares of Vodafone, as of July 10, 2026, representing approximately 17.13% of the voting rights attached to Vodafone's shares. Such percentage is based on a total of 23,027,555,926 Ordinary Shares outstanding (i.e. excluding treasury shares) as of June 30, 2026 as reported by the Issuer in its Total Voting Rights and Capital announcement dated July 1, 2026. EIA is an integral part of the Federal Government and was established through Federal Decree Law No. 4 of 2007 as amended by Federal Decree Law No. 13 of 2009 and Federal Decree Law No. 11 of 2018. EIA has an independent legal identity with full capacity to act in fulfilling its statutory mandate and objectives.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Vodafone Group Plc
(b)
Address of issuer's principal executive offices:
Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by:
i. Atlas 2022 Holdings Limited, a limited liability exempted company formed under the laws of the Cayman Islands ("Atlas Holdings");
ii. Emirates Telecommunications Group Company PJSC, a public joint-stock company incorporated under the laws of the United Arab Emirates ("e&"); and
iii. Emirates Investment Authority, a public institution established under the laws of the United Arab Emirates ("EIA").
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as attached in exhibit 99.1. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13G.
Atlas Holdings is a wholly-owned subsidiary of e&, which in turn is 60% owned by EIA (which, therefore, is deemed a control person of Atlas Holdings and e&).
On July 10, 2026, the relationship agreement between e& and the Issuer was terminated and Mr. Hatem Dowidar ceased to serve as a director of the Issuer. As a result, the Reporting Persons have determined that they no longer hold any securities for the purpose of or with the effect of changing or influencing the control of the Issuer. Accordingly, the reporting persons are filing this statement on Schedule 13G pursuant to Rule 13d-1(c) of the Exchange Act in accordance with Rule 13d-1(h) of the Exchange Act. Accordingly, this Schedule 13G operates as an amendment to the Schedule 13D filed by the Reporting Persons with respect to the Issuer on April 24, 2023 (as amended on May 11, 2023, February 14, 2025 and December 8, 2025).
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of Atlas Holdings is 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands.
The address of the principal business office of e& is Emirates Telecommunications Group Company PJSC, Head Office Building A, Intersection of Zayed the 1st Street and Sheikh Rashid Bin Saeed Al Maktoum Street, PO Box 3838, Abu Dhabi.
The address of the principal business office of EIA is PO Box 3235, International Tower, ADNEC Capital Centre, Abu Dhabi, United Arab Emirates.
(c)
Citizenship:
Rows (4) of the cover page for Atlas Holdings, e& and EIA to this Schedule 13G, respectively, are hereby incorporated by reference.
(d)
Title of class of securities:
Ordinary Shares of 20 20/21 US cents each
(e)
CUSIP No.:
92857W308
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The aggregate percentage of Ordinary Shares reported by each person named herein is based upon 23,027,555,926 Ordinary Shares outstanding (i.e. excluding treasury shares) as of June 30, 2026 as reported by the Issuer in its Total Voting Rights and Capital announcement dated July 1, 2026.
(b)
Percent of class:
Rows (11) of the cover page for Atlas Holdings, e& and EIA to this Schedule 13G, respectively, are hereby incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Rows (9) of the cover page for Atlas Holdings, e& and EIA to this Schedule 13G, respectively, are hereby incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Rows (6) of the cover page for Atlas Holdings, e& and EIA to this Schedule 13G, respectively, are hereby incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Rows (7) of the cover page for Atlas Holdings, e& and EIA to this Schedule 13G, respectively, are hereby incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Rows (8) of the cover page for Atlas Holdings, e& and EIA to this Schedule 13G, respectively, are hereby incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 2 to this Schedule 13G.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Atlas 2022 Holdings Limited
Signature:
/s/ Mohamed Karim Bennis
Name/Title:
Mohamed Karim Bennis, Group CFO and Authorised Signatory
Date:
07/10/2026
Emirates Telecommunications Group Company PJSC
Signature:
/s/ Masood M. Sharif Mahmood
Name/Title:
Masood M. Sharif Mahmood, Group CEO
Date:
07/10/2026
Emirates Investment Authority
Signature:
/s/ Mohamed Al Mehairi
Name/Title:
Mohamed Al Mehairi, Chief Executive Officer
Date:
07/10/2026
Exhibit Information
99.1 Joint Filing Agreement, dated April 24, 2023, between Atlas Holdings, e& and EIA (incorporated by reference to the Schedule 13D relating to Vodafone Group plc filed by Atlas Holdings, e& and EIA on April 24, 2023).
