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Vodafone Group Plc Annual Report & Accounts and Form 20-F 2003 139
ADDITIONAL INFORMATION FOR SHAREHOLDERS
Related Party Transactions
During the year ended 31 March 2003, and as of 23 May 2003, neither any
director nor any other executive officer, nor any associate of any director or any
other executive officer, was indebted to the Company, except for Dr Michael Boskin
who, at the start of the year held a $100,000 unsecured promissory note facility
entered into with AirTouch for the purposes of financing the purchase of AirTouch
common stock pursuant to the 1993 Long Term Incentive Plan, bearing interest at a
market rate. On 8 January 2003, Dr Boskin repaid the loan and accumulated
interest in full.
Since 1 April 2002, the Company has not been, and is not now, a party to any
other material transactions, or proposed transactions, in which any member of
the key management personnel (including directors, any other executive officer,
senior manager, any spouse or relative of any of the foregoing, or any relative of
such spouse), had or was to have a direct or indirect material interest.
Transactions with joint ventures and associated undertakings of the Group are
regularly entered into by the Company and its subsidiaries. Information regarding
the value of transactions and loans with joint ventures and associated
undertakings is provided in the Notes to the Consolidated Financial Statements in
this Annual Report.
Share Price History
Upon flotation of the Company on 11 October 1988 the ordinary shares were
valued at 170p each. On 16 September 1991, when the Company was finally
demerged, for UK taxpayers the base cost of Racal Electronics Plc shares was
apportioned between the Company and Racal Electronics Plc for capital gains tax
purposes in the ratio of 80.036% and 19.964% respectively. Opening share
prices on 16 September 1991 were 332p for each Vodafone share and 223p for
each Racal share.
On 21 July 1994, the Company effected a bonus issue of two new shares for
every one then held and on 30 September 1999 it effected a bonus issue of four
new shares for every one held at that date. The flotation and demerger share
prices, therefore, may be restated as 11.333p and 22.133p, respectively.
The share price at 31 March 2003 was 113.00p (31 March 2002: 129.75p).
The share price on 23 May 2003 was 125.50p.
The following tables set out, for the periods indicated, (i) the reported high and low
middle market quotations of ordinary shares on the London Stock Exchange, (ii) the
reported high and low sales prices of ordinary shares on the Frankfurt Stock
Exchange, and (iii) the reported high and low sales prices of ADSs on the NYSE.
Five year data on an annual basis
London Stock Frankfurt
Exchange Stock Exchange* NYSE
Pounds per Euros per Dollars
ordinary share ordinary share per ADS
Financial Year High Low High Low High Low
1998/1999 2.45 1.11 ––39.52 19.15
1999/2000 3.99 2.13 ––63.06 34.11
2000/2001 3.56 1.82 5.82 2.87 56.63 26.01
2001/2002 2.29 1.24 3.70 2.00 33.26 17.88
2002/2003 1.31 0.81 2.15 1.26 20.30 12.76
* The Companys ordinary shares have been traded on the Frankfurt Stock
Exchange since 3 April 2000 and therefore information has not been provided
for certain prior periods.
Two year data on a quarterly basis
London Stock Frankfurt
Exchange Stock Exchange NYSE
Pounds per Euros per Dollars
ordinary share ordinary share per ADS
Financial Year High Low High Low High Low
2001/2002
First Quarter 2.29 1.46 3.70 2.43 33.26 20.56
Second Quarter 1.68 1.24 2.80 2.00 23.50 18.25
Third Quarter 1.93 1.47 3.13 2.38 27.58 21.80
Fourth Quarter 1.84 1.26 3.02 2.09 26.69 17.88
2002/2003
First Quarter 1.31 0.87 2.15 1.34 18.80 13.13
Second Quarter 1.10 0.81 1.73 1.26 16.87 12.76
Third Quarter 1.27 0.84 2.00 1.36 20.19 13.35
Fourth Quarter 1.26 1.01 1.90 1.50 20.30 16.80
2003/2004
First Quarter* 1.27 1.16 1.86 1.67 20.94 18.53
* covering period up to 23 May 2003.
Six month data on a monthly basis
London Stock Frankfurt
Exchange Stock Exchange NYSE
Pounds per Euros per Dollars
ordinary share ordinary share per ADS
Financial Year High Low High Low High Low
November 2002 1.27 0.99 2.00 1.56 20.19 15.45
December 2002 1.24 1.10 1.94 1.68 19.43 17.60
January 2003 1.26 1.07 1.90 1.65 20.30 18.11
February 2003 1.18 1.09 1.74 1.65 18.90 17.80
March 2003 1.22 1.01 1.83 1.50 19.45 16.80
April 2003 1.27 1.16 1.86 1.67 20.51 18.53
May 2003* 1.26 1.18 1.78 1.68 20.94 19.14
* High and low share prices for May 2003 only reported until 23 May 2003.
The current authorised share capital comprises 78,000,000,000 ordinary shares
of $0.10 each and 50,000 7% cumulative fixed rate shares of £1.00 each.
Markets
Ordinary shares of Vodafone Group Plc are traded on the London Stock
Exchange, the Frankfurt Stock Exchange and, in the form of American Depositary
Shares (ADSs), on the New York Stock Exchange.
ADSs, each representing ten ordinary shares, are traded on the New York Stock
Exchange under the symbol VOD. The ADSs are evidenced by American
Depositary Receipts (ADRs) issued by The Bank of New York, as Depositary
under a Deposit Agreement, dated as of 12 October 1988 as amended and
restated as of 26 December 1989, as further amended as restated as of 16
September 1991 and as further amended and restated as of 30 June 1999,
among the Company, the Depositary and the holders from time to time of ADRs
issued thereunder.
ADS holders are not members of the Company but may instruct The Bank of
New York on the exercise of voting rights relative to the number of ordinary
shares represented by their ADRs. See “Memorandum and Articles of Association
and Applicable English Law Rights attaching to the Companys shares Voting
rightsbelow.