Vodafone 2008 Annual Report Download - page 146

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
or exceeds 3% and reaches, exceeds or falls below 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. 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. General meetings may also
be convened on requisition as provided by the Companies Acts.
An annual general meeting and an extraordinary general meeting called for the
passing of a special resolution needs 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 Acts allow) 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 336 of the Companies Act 2006, the annual general meeting
of shareholders must be held each calendar year and within six months of the
Company’s year end.
Electronic communications
The Company may, subject to and in accordance with the Companies Act 2006,
communicate all shareholder information by electronic means, including by
making such information available on a website, with notification that such
information shall be available on the website.
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 Acts, 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
As far as the Company is aware, there are no limitations imposed on the transfer,
holding or voting of the Company’s shares other than those limitations that would
generally apply to all of the shareholders. No shareholder has any securities
carrying special rights with regard to control of the Company.
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 100 F Street, NE 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.
Debt securities
Pursuant to an Agreement of Resignation, Appointment and Acceptance, dated
as of 24 July 2007, by and among the Company, The Bank of New York Mellon
and Citibank N.A, The Bank of New York Mellon has become the successor trustee
to Citibank N.A. under the Company’s Indenture dated as of 10 February 2000.
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 “Financial Position and Resources” on
page 57.
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.
144 Vodafone Group Plc Annual Report 2008
Vodafone – Additional Information
Shareholder Information continued