Vodafone 2007 Annual Report Download - page 157

Vodafone Group Plc Annual Report 2007 155
Documents on Display
The Company is subject to the information requirements of the US Securities
and Exchange Act of 1934 applicable to foreign private issuers. In accordance
with these requirements, the Company files its Annual Report on Form 20-F
and other related documents with the SEC. These documents may be
inspected at the SEC’s public reference rooms located at 450 Fifth Street,
NW Washington, DC 20549. Information on the operation of the public
reference room can be obtained in the US by calling the SEC on
+1-800-SEC-0330. In addition, some of the Company’s SEC filings, including
all those filed on or after 4 November 2002, are available on the SEC’s
website at www.sec.gov. Shareholders can also obtain copies of the
Company’s Memorandum and Articles of Association from the Vodafone
website at www.vodafone.com or from the Company’s registered office.
Material Contracts
At the date of this Annual Report, the Group is not party to any contracts that
are considered material to the Group’s results or operations, except for its
$11.3 billion credit facilities which are discussed under “Performance –
Financial Position and Resources”.
Exchange Controls
There are no UK government laws, decrees or regulations that restrict or
affect the export or import of capital, including but not limited to, foreign
exchange controls on remittance of dividends on the ordinary shares or on
the conduct of the Group’s operations, except as otherwise set out under
“Taxation” below.
Taxation
As this is a complex area, investors should consult their own tax adviser
regarding the US federal, state and local, the UK and other tax consequences
of owning and disposing of shares and ADSs in their particular circumstances.
This section describes, primarily for a US holder (as defined below), in general
terms, the principal US federal income tax and UK tax consequences of
owning or disposing of shares or ADSs in the Company held as capital assets
(for US and UK tax purposes). This section does not, however, cover the tax
consequences for members of certain classes of holders subject to special
rules including holders that, directly or indirectly, hold 10% or more of the
Company’s voting stock. The tax consequences of the return of capital and
the share consolidation undertaken during the year pursuant to a B share
scheme are also not covered in this section. Guidance for holders of B shares
in certain specific circumstances was included in the Circular for the issue of
B shares, a copy of which is available on the Company’s website at
www.vodafone.com.
A US holder is a beneficial owner of shares or ADSs that is for US federal
income tax purposes:
•a citizen or resident of the United States;
•a US domestic corporation;
•an estate the income of which is subject to US federal income tax
regardless of its source; or
•a trust if a US court can exercise primary supervision over the trust's
administration and one or more US persons are authorised to control all
substantial decisions of the trust.
This section is based on the Internal Revenue Code of 1986, as amended, its
legislative history, existing and proposed regulations thereunder, published
rulings and court decisions, and on the tax laws of the United Kingdom and
the Double Taxation Convention between the United States and the United
Kingdom (the “Treaty”), all as currently in effect. These laws are subject to
change, possibly on a retroactive basis.
This section is further based in part upon the representations of the
Depositary and assumes that each obligation in the Deposit Agreement and
any related agreement will be performed in accordance with its terms.
Based on this assumption, for purposes of the Treaty and the US-UK double
taxation convention relating to estate and gift taxes (the “Estate Tax
Convention”), and for US federal income tax and UK tax purposes, a holder of
ADRs evidencing ADSs will be treated as the owner of the shares in the
Company represented by those ADSs. Generally, exchanges of shares for
ADRs, and ADRs for shares, will not be subject to US federal income tax or to
UK tax, other than stamp duty or stamp duty reserve tax (see the section on
these taxes below).
Taxation of dividends
UK Taxation
Under current UK tax law, no withholding tax will be deducted from dividends
paid by the Company.
A shareholder that is a company resident for UK tax purposes in the United
Kingdom will not be taxable on a dividend it receives from the Company. A
shareholder in the Company who is an individual resident for UK tax purposes
in the United Kingdom is entitled, in calculating their liability to UK income
tax, to a tax credit on cash dividends paid on shares in the Company or ADSs,
and the tax credit is equal to one-ninth of the cash dividend.
US Federal Income Taxation
A US holder is subject to US federal income taxation on the gross amount of
any dividend paid by the Company out of its current or accumulated earnings
and profits (as determined for US federal income tax purposes). Dividends
paid to a non-corporate US holder in tax years beginning before 1 January
2011 that constitute qualified dividend income will be taxable to the holder
at a maximum tax rate of 15%, provided that the ordinary shares or ADSs are
held for more than 60 days during the 121 day period beginning 60 days
before the ex-dividend date and the holder meets other holding period
requirements. Dividends paid by the Company with respect to the shares or
ADSs will generally be qualified dividend income.
A US holder is not subject to a UK withholding tax. The US holder includes in
gross income for US federal income tax purposes only the amount of the
dividend actually received from the Company, and the receipt of a dividend
does not entitle the US holder to a foreign tax credit.
Dividends must be included in income when the US holder, in the case of
shares, or the Depositary, in the case of ADSs, actually or constructively
receives the dividend and will not be eligible for the dividends-received
deduction generally allowed to US corporations in respect of dividends
received from other US corporations. Dividends will be income from sources
outside the United States. Dividends paid in taxable years beginning before
1 January 2007 generally will be “passive” or “financial services” income, and
dividends paid in taxable years beginning after 31 December 2006 generally
will be “passive” or “general” income, which in either case is treated
separately from other types of income for the purposes of computing any
allowable foreign tax credit.
In the case of shares, the amount of the dividend distribution to be included
in income will be the US dollar value of the pound sterling payments made,
determined at the spot pound sterling/US dollar rate on the date of the
dividend distribution, regardless of whether the payment is in fact converted
into US dollars. Generally, any gain or loss resulting from currency exchange
fluctuations during the period from the date the dividend payment is to be
included in income to the date the payment is converted into US dollars will
be treated as ordinary income or loss. Generally, the gain or loss will be
income or loss from sources within the United States for foreign tax credit
limitation purposes.
Shareholders