Vodafone 2008 Annual Report Download - page 144

Foreign currency translation
The following table sets out the pounds sterling exchange rates of the other
principal currencies of the Group, being: “euros”, “€” or “eurocents”, the currency
of the EU Member States which have adopted the euro as their currency, and
“US dollars”, “$”, “cents” or “¢”, the currency of the United States.
At year ended Change
Currency (=£1) 2008 2007 %
Average:
Euro 1.42 1.48 (4.1)
US dollar 2.01 1.89 6.3
At 31 March:
Euro 1.26 1.47 (14.3)
US dollar 1.99 1.97 1.0
The following table sets out, for the periods and dates indicated, the period end,
average, high and low exchanges rates for pounds sterling expressed in US dollars
per £1.00.
Year ended 31 March Period end Average High Low
2004 1.84 1.69 1.90 1.55
2005 1.89 1.85 1.96 1.75
2006 1.74 1.79 1.92 1.71
2007 1.97 1.89 1.98 1.74
2008 1.99 2.01 2.11 1.94
Month High Low
November 2007 2.11 2.05
December 2007 2.07 1.98
January 2008 1.99 1.95
February 2008 1.99 1.94
March 2008 2.03 1.98
April 2008 2.00 1.96
Markets
Ordinary shares of Vodafone Group Plc are traded on the London Stock Exchange
and, in the form of ADSs, on the NYSE. The Company had a total market
capitalisation of approximately £86.8 billion at 23 May 2008, making it the third
largest listing in
The Financial Times Stock Exchange 100 index and the 24th largest
company in the world based on market capitalisation at that date.
ADSs, each representing ten ordinary shares, are traded on the NYSE under the
symbol ‘VOD’. The ADSs are evidenced by ADRs issued by The Bank of New York
Mellon, 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, as further amended and restated as of 30 June 1999,
and as further amended and restated as of 31 July 2006 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 Mellon 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” on page 143.
Shareholders at 31 March 2008
Number of % of total
Number of ordinary shares held accounts issued shares
1 – 1,000 443,176 0.21
1,001 – 5,000 81,173 0.30
5,001– 50,000 25,087 0.55
50,001 – 100,000 1,158 0.14
100,001– 500,000 1,142 0.45
More than 500,000 1,757 98.35
553,493 100.00
Geographical analysis of shareholders
At 31 March 2008, approximately 51.58% of the Company’s shares were held in
the UK, 33.64% in North America, 11.73% in Europe (excluding the UK) and 3.05%
in the rest of the world.
Major shareholders
The Bank of New York Mellon, as custodian of the Company’s ADR programme,
held approximately 12.6% of the Company’s ordinary shares of $0.113/7 each at
23 May 2008 as nominee. The total number of ADRs outstanding at 23 May 2008
was 670,777,009. At this date, 1,182 holders of record of ordinary shares had
registered addresses in the United States and in total held approximately 0.006%
of the ordinary shares of the Company. At 23 May 2008, the following percentage
interests in the ordinary share capital of the Company, disclosable under the
Disclosure and Transparency Rules, (DTR 5), have been notified to the directors:
Shareholder Shareholding
AXA S.A. 5.81%
Legal & General Group Plc 4.53%
The rights attaching to the ordinary shares of the Company held by this
shareholder are identical in all respects to the rights attaching to all the ordinary
shares of the Company. The directors are not aware, at 23 May 2008, of any other
interest of 3% or more in the ordinary share capital of the Company. The Company
is not directly or indirectly owned or controlled by any foreign government or any
other legal entity. There are no arrangements known to the Company that could
result in a change of control of the Company.
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 England and
Wales, as amended and the Companies Act 2006 of England and Wales (the
“Companies Acts”), 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” on page 144.
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.
A resolution to change the Articles of Association in order to comply with the
Companies Act 2006 will be put to shareholders at the 2008 AGM.
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 affect 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.
The directors are empowered to exercise all the powers of the Company subject
to any restrictions in the Articles of Association.
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 (together with
142 Vodafone Group Plc Annual Report 2008
Vodafone – Additional Information
Shareholder Information continued