Vodafone 2004 Annual Report Download - page 132

Vodafone Group Plc Annual Report 2004
130
Additional Shareholder Information continued
Two year data on a quarterly basis
London Stock Frankfurt Stock
Exchange Exchange NYSE
Pounds per Euros per Dollars
ordinary share ordinary share per ADS
Financial Year High Low High Low High Low
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 1.35 1.13 1.93 1.61 22.16 18.28
Second Quarter 1.28 1.12 1.86 1.59 21.14 18.10
Third Quarter 1.40 1.20 2.03 1.70 25.15 20.26
Fourth Quarter 1.50 1.24 2.22 1.88 27.88 22.81
2004/2005
First Quarter(1) 1.42 1.29 ––25.68 23.38
Note:
(1) covering period up to 24 May 2004.
Six month data on a monthly basis
London Stock Frankfurt Stock
Exchange Exchange NYSE
Pounds per Euros per Dollars
ordinary share ordinary share per ADS
Financial Year High Low High Low High Low
November 2003 1.39 1.21 2.02 1.78 23.79 20.55
December 2003 1.40 1.32 2.03 1.84 25.15 23.41
January 2004 1.50 1.36 2.22 1.96 27.88 25.04
February 2004 1.43 1.28 2.12 1.92 27.02 24.25
March 2004(1) 1.38 1.24 2.11 1.88 25.86 22.81
April 2004 1.42 1.29 ––25.56 23.38
May 2004(2) 1.41 1.32 ––25.68 23.92
Note:
(1) High and low share prices for the Frankfurt Stock Exchange only reported to 23 March 2004, the date of
delisting from this exchange.
(2) High and low share prices for May 2004 only reported until 24 May 2004.
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 and,
in the form of ADSs, on the New York Stock Exchange. In addition, the Company’s
ordinary shares were listed on the Frankfurt Stock Exchange until 23 March 2004.
ADSs, each representing ten ordinary shares, are traded on the New York Stock
Exchange under the symbol ‘VOD’. The ADSs are evidenced by 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 and
restated as of 16 September 1991 and as further amended and restated as of 30
June 1999, between 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 Company’s shares – Voting rights”below.
Shareholders at 31 March 2004
Number of % of total
ordinary shares Number of issued
held accounts shares
1 – 1,000 461,540 0.21
1,001 – 5,000 117,560 0.37
5,001 – 50,000 34,072 0.67
50,001 – 100,000 1,863 0.19
100,001 – 500,000 1,746 0.58
More than 500,000 2,432 97.98
619,213 100.00
Geographical analysis of shareholders
At 31 March 2004, approximately 53.25% of the Company’s shares were held in the
UK, 28.37% in North America, 14.89% in Europe (excluding the UK) and 3.49% in the
Rest of the World.
Memorandum and Articles of Association and
Applicable English law
The following description summarises certain provisions of the Company’s
Memorandum and Articles of Association and applicable English law. This summary is
qualified in its entirety by reference to the Companies Act 1985 of Great Britain (the
“Companies Act”), as amended, and the Company’s Memorandum and Articles of
Association. Information on where shareholders can obtain copies of the
Memorandum and Articles of Association is provided under “Documents on Display”.
All of the Company’s ordinary shares are fully paid. Accordingly, no further contribution
of capital may be required by the Company from the holders of such shares.
The Company’s Objects
The Company is a public limited company under the laws of England and Wales. The
Company is registered in England & Wales under the name Vodafone Group Public
Limited Company, with the registration number 1833679. The Company’s objects are
set out in the fourth clause of its Memorandum of Association and cover a wide range
of activities, including to carry on the business of a holding company, to carry on
business as dealers in, operators, manufacturers, repairers, designers, developers,
importers and exporters of electronic, electrical, mechanical and aeronautical
equipment of all types as well as to carry on all other businesses necessary to attain
the Company’s objectives. The Memorandum of Association grants the Company a
broad range of powers to effect its objects.
Directors
The Company’s Articles of Association provide for a board of directors, consisting of
not fewer than three directors, who shall manage the business and affairs of the
Company.
Under the Company’s Articles of Association, a director cannot vote in respect of any
proposal in which the director, or any person connected with the director, has a
material interest other than by virtue of the director’s interest in the Company’s shares
or other securities. However, this restriction on voting does not apply to resolutions (a)
giving the director or a third party any guarantee, security or indemnity in respect of
obligations or liabilities incurred at the request of or for the benefit of the Company, (b)
giving any guarantee, security or indemnity to the director or a third party in respect of
obligations of the Company for which the director has assumed responsibility under an
indemnity or guarantee, (c) relating to an offer of securities of the Company in which
the director participates as a holder of shares or other securities or in the underwriting
of such shares or securities, (d) concerning any other company in which the director