Vodafone 2005 Annual Report Download - page 145

Shareholder information |143
Five year data on an annual 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
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
2003/2004 1.50 1.12 2.22 1.59 27.88 18.10
2004/2005 1.49 1.14 ––28.54 20.83
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
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 1.44 1.21 ––25.90 21.87
Second Quarter 1.34 1.14 ––24.21 20.83
Third Quarter 1.49 1.32 ––28.54 24.06
Fourth Quarter 1.46 1.35 ––27.53 25.60
2005/2006
First Quarter(1) 1.47 1.35 ––26.91 25.43
Note:
(1) covering period up to 23 May 2005.
Six month data on a monthly basis
London Stock
Exchange NYSE
Pounds per Dollars
ordinary share per ADS
Financial Year High Low High Low
November 2004 1.49 1.37 27.55 25.45
December 2004 1.48 1.37 28.54 26.62
January 2005 1.46 1.37 27.53 25.68
February 2005 1.42 1.35 26.89 25.60
March 2005 1.44 1.36 27.50 26.23
April 2005 1.43 1.35 26.91 25.70
May 2005(1) 1.47 1.37 26.90 25.43
Notes:
(1) High and low share prices for May 2004 only reported until 23 May 2005.
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.
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 ADSs. See “Memorandum and Articles of Association and Applicable English
Law – Rights attaching to the Company’s shares – Voting rights”below.
Shareholders at 31 March 2005
Number of % of total
ordinary shares Number of issued
held accounts shares
1 – 1,000 448,502 0.21
1,001 – 5,000 109,635 0.36
5,001– 50,000 30,851 0.64
50,001 – 100,000 1,593 0.17
100,001– 500,000 1,501 0.53
More than 500,000 2,168 98.09
594,250 100.00
Geographical analysis of shareholders
At 31 March 2005, approximately 51.53% of the Company’s shares were held in the
UK, 32.17% in North America, 13.91% in Europe (excluding the UK) and 2.39% 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.
English law specifies that any alteration to the Articles of Association must be approved
by a special resolution of the shareholders.
The Company’s Objects
The Company is a public limited company under the laws of England and Wales. The
Company is registered in England and 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