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TheStreet Open House

Verizon Shareholders Approve Issuance Of Shares To Acquire Verizon Wireless

MORRISTOWN, N.J., Jan. 28, 2014 /PRNewswire/ -- At a special meeting held today, a substantial majority of shareholders of Verizon Communications Inc. (NYSE, Nasdaq: VZ) approved the company's issuance of up to 1.28 billion shares of common stock to Vodafone shareholders to complete the acquisition of Vodafone Group PLC's indirect 45 percent interest in Verizon Wireless.

Earlier today at a shareholder meeting in London, Vodafone shareholders also approved matters necessary for the transaction to close.

Lowell McAdam, Verizon chairman and CEO, said: "Acquiring Vodafone's stake in Verizon Wireless will provide Verizon with greater financial flexibility to invest in new technologies and address evolving customer demands. This is critical because we believe that, when it comes to wireless growth, we are just getting started."

At today's special shareholder meeting, Verizon shareholders also approved an amendment to the company's charter to increase by 2 billion the number of shares of Verizon common stock the company is authorized to issue. The approval of this charter amendment was not a condition to the completion of the Verizon Wireless transaction, but will allow for additional authorized common stock to support the company's growth and provide flexibility for future corporate needs.

Under the terms of the stock purchase agreement and as a result of the shareholder vote, Verizon will not exercise an election to increase the cash consideration by up to $15 billion.

The acquisition of Vodafone's indirect 45 percent interest in Verizon Wireless remains subject to approval of the High Court of Justice of England and Wales and other customary closing conditions. On Dec. 4, 2013, Verizon received the approvals needed from the Federal Communications Commission for the acquisition. The transaction is currently expected to close on or about Feb. 21, 2014.

Vote tallies are considered preliminary until the final results are tabulated and certified by independent election inspectors. The final special meeting results will be posted on Verizon's website at www.verizon.com .

Verizon Communications Inc. (NYSE, Nasdaq: VZ), headquartered in New York, is a global leader in delivering broadband and other wireless and wireline communications services to consumer, business, government and wholesale customers. Verizon Wireless operates America's most reliable wireless network, with nearly 103 million retail connections nationwide. Verizon also provides converged communications, information and entertainment services over America's most advanced fiber-optic network, and delivers integrated business solutions to customers in more than 150 countries. A Dow 30 company with more than $120 billion in 2013 revenues, Verizon employs a diverse workforce of 176,800.  For more information, visit www.verizon.com .

VERIZON'S ONLINE NEWS CENTER: Verizon news releases, executive speeches and biographies, media contacts and other information are available at Verizon's online News Center at newscenter.verizon.com. The news releases are available through an RSS feed. To subscribe, visit newscenter.verizon.com/corporate/feeds.

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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 published by Verizon in connection with the proposed transaction with Vodafone Group Plc. Copies of the U.K. prospectus are available from Verizon's registered offices and on Verizon's website at www.verizon.com/investor/shareownersservices.

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 further financing; 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.

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