Vodafone 2007 Annual Report Download - page 156

154 Vodafone Group Plc Annual Report 2007
Shareholder Information
continued
representatives with respect to the underlying ordinary shares represented
by their ADSs. Alternatively, holders of ADSs are entitled to vote by
supplying their voting instructions to the Depositary or its nominee, who
will vote the ordinary shares underlying their ADSs in accordance with their
instructions.
Employees are able to vote any shares held under the Vodafone Group Share
Incentive Plan and “My ShareBank” (a vested share account) through the
respective plan’s trustees, Halifax EES Trustees Limited.
Liquidation rights
In the event of the liquidation of the Company, after payment of all liabilities
and deductions in accordance with English law, the holders of the Company’s
7% cumulative fixed rate shares would be entitled to a sum equal to the
capital paid up on such shares, together with certain dividend payments, in
priority to holders of the Company’s ordinary shares. The holders of the fixed
rate shares do not have any other right to share in the Company’s
surplus assets.
The holders of B shares will be entitled, before any payment to holders of the
Company’s ordinary shares but after any payment to holders of the
Company’s 7% cumulative fixed rate shares, to repayment of the amount paid
up or treated to be paid up on the nominal value of each B share, together
with any outstanding entitlement to the B share continuing dividend up to the
future redemption date immediately before the liquidation. The holders of B
shares do not have any other right to share in the Company’s surplus assets.
Pre-emptive rights and new issues of shares
Under Section 80 of the Companies Act 1985, directors are, with certain
exceptions, unable to allot relevant securities without the authority of the
shareholders in a general meeting. Relevant securities as defined in the
Companies Act include the Company’s ordinary shares or securities
convertible into the Company’s ordinary shares. In addition, Section 89 of the
Companies Act 1985 imposes further restrictions on the issue of equity
securities (as defined in the Companies Act, which include the Company’s
ordinary shares and securities convertible into ordinary shares) which are, or
are to be, paid up wholly in cash and not first offered to existing shareholders.
The Company’s Articles of Association allow shareholders to authorise
directors for a period up to five years to allot (a) relevant securities generally
up to an amount fixed by the shareholders and (b) equity securities for cash
other than in connection with a rights issue up to an amount specified by the
shareholders and free of the restriction in Section 89. In accordance with
institutional investor guidelines, the amount of relevant securities to be fixed
by shareholders is normally restricted to one third of the existing issued
ordinary share capital, and the amount of equity securities to be issued for
cash other than in connection with a rights issue is restricted to 5% of the
existing issued ordinary share capital.
Disclosure of interests in the Company’s shares
There are no provisions in the Articles of Association whereby persons
acquiring, holding or disposing of a certain percentage of the Company’s
shares are required to make disclosure of their ownership percentage,
although such requirements exist under rules derived by the Disclosure and
Transparency Rules (“DTRs”).
The basic disclosure requirement upon a person acquiring or disposing of
shares carrying voting rights is an obligation to provide written notification to
the Company, including certain details as set out in DTR 5, where the
percentage of the person’s voting rights which he holds as shareholder or
through his direct or indirect holding of financial instruments (falling within
DTR 5.3.1R) reaches, exceeds or falls below 3% and each 1% threshold
thereafter.
Under Section 793 of the Companies Act 2006, the Company may by notice
in writing require a person that the Company knows or has reasonable cause
to believe is or was during the preceding three years interested in the
Company’s shares to indicate whether or not that is correct and, if that person
does or did hold an interest in the Company’s shares, to provide certain
information as set out in the Companies Act 2006.
DTR 3 deals with the disclosure by persons “discharging managerial
responsibility” and their connected persons of the occurrence of all
transactions conducted on their account in the shares in the Company.
Chapter 1 of Part 28 of The Companies Act 2006 sets out the statutory
functions of the Panel on Takeovers & Mergers (the “Panel”). The Panel is
responsible for issuing and administering the Code on Takeovers & Mergers
and governs disclosure requirements on all parties to a takeover with regard
to dealings in the securities of an offeror or offeree company and also on
their respective associates during the course of an offer period.
General meetings and notices
Annual general meetings are held at such times and place as determined by
the directors of the Company. The directors may also, when they think fit,
convene an extraordinary general meeting of the Company. Extraordinary
general meetings may also be convened on requisition as provided by the
Companies Act.
An annual general meeting and an extraordinary general meeting called for
the passing of a special resolution need to be called by not less than
twenty-one days’ notice in writing and all other extraordinary general
meetings by not less than fourteen days’ notice in writing. The directors may
determine that persons entitled to receive notices of meetings are those
persons entered on the register at the close of business on a day determined
by the directors but not later than twenty-one days before the date the
relevant notice is sent. The notice may also specify the record date, which
shall not be more than forty-eight hours before the time fixed for the
meeting.
Shareholders must provide the Company with an address or (so far as the
Companies Act allows) an electronic address or fax number in the United
Kingdom in order to be entitled to receive notices of shareholders’ meetings
and other notices and documents. In certain circumstances, the Company
may give notices to shareholders by advertisement in newspapers in the
United Kingdom. Holders of the Company’s ADSs are entitled to receive
notices under the terms of the Deposit Agreement relating to the ADSs.
Under Section 366 of the Companies Act 1985 and the Company’s Articles of
Association, the annual general meeting of shareholders must be held each
calendar year, with no more than fifteen months elapsing since the date of
the preceding annual general meeting.
Variation of rights
If, at any time, the Company’s share capital is divided into different classes of
shares, the rights attached to any class may be varied, subject to the
provisions of the Companies Act, either with the consent in writing of the
holders of three fourths in nominal value of the shares of that class or upon
the adoption of an extraordinary resolution passed at a separate meeting of
the holders of the shares of that class.
At every such separate meeting, all of the provisions of the Articles of
Association relating to proceedings at a general meeting apply, except that
(a) the quorum is to be the number of persons (which must be at least two)
who hold or represent by proxy not less than one-third in nominal value of
the issued shares of the class or, if such quorum is not present on an
adjourned meeting, one person who holds shares of the class regardless of
the number of shares he holds, (b) any person present in person or by proxy
may demand a poll, and (c) each shareholder will have one vote per share
held in that particular class in the event a poll is taken.
Class rights are deemed not to have been varied by the creation or issue of
new shares ranking equally with or subsequent to that class of shares in
sharing in profits or assets of the Company or by a redemption or repurchase
of the shares by the Company.
Limitations on voting and shareholding
There are no limitations imposed by English law or the Company’s Articles of
Association on the right of non-residents or foreign persons to hold or vote
the Company’s shares other than those limitations that would generally apply
to all of the shareholders.