Vodafone 2009 Annual Report Download - page 131

Vodafone Group Plc Annual Report 2009 129
Additional information
Shareholders at 31 March 2009
Number of % of total
Number of ordinary shares held accounts issued shares
1 – 1,000 440,296 0.21%
1,001 – 5,000 81,147 0.31%
5,001– 50,000 25,850 0.56%
50,001 – 100,000 1,149 0.14%
100,001– 500,000 1,123 0.46%
More than 500,000 1,817 98.32%
551,382 100.00
Geographical analysis of shareholders
At 31 March 2009, approximately 54.3% of the Company’s shares were held in the UK,
30.3% in North America, 11.9% in Europe (excluding the UK) and 3.5% in the rest of
the world.
Major shareholders
The Bank of New York Mellon, as custodian of the Company’s ADR programme, held
approximately 11.7% of the Company’s ordinary shares of US$0.113/7 each at 18 May
2009 as nominee. The total number of ADRs outstanding at 18 May 2009 was
618,284,295. At this date, 1,258 holders of record of ordinary shares had registered
addresses in the United States and in total held approximately 0.008% of the ordinary
shares of the Company. At 18 May 2009, 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. 4.61%
Legal & General Group Plc 4.43%
The rights attaching to the ordinary shares of the Company held by these
shareholders are identical in all respects to the rights attaching to all the ordinary
shares of the Company. The directors are not aware, at 18 May 2009, 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 as in force,
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 131.
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.
The current authorised share capital comprises 68,250,000,000 ordinary shares of
US$0.113/7 each and 50,000 7% cumulative fixed rate shares of £1.00 each and
38,563,935,574 B shares of £0.15 each and 28,036,064,426 deferred shares of £0.15
pence each.
Ination and foreign currency translation
Inflation
Inflation has not had a significant effect on the Group’s results of operations and
financial condition during the three years ended 31 March 2009.
Foreign currency translation
The following table sets out the pounds sterling exchange rates of the other principal
currencies of the Group, being: “euros”, “€” or “eurocents”, the currency of the
European Union (‘EU’) Member states which have adopted the euro as their currency,
and “US dollars”, “US$”, “cents” or “¢”, the currency of the United States.
31 March Change
Currency (=£1) 2009 2008 %
Average:
Euro 1.20 1.42 (15.5)
US dollar 1.72 2.01 (14.4)
At 31 March:
Euro 1.08 1.26 (14.3)
US dollar 1.43 1.99 (28.1)
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 31 March Average High Low
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
2009 1.43 1.72 2.00 1.37
Month High Low
November 2008 1.60 1.47
December 2008 1.55 1.44
January 2009 1.52 1.37
February 2009 1.49 1.42
March 2009 1.47 1.38
April 2009 1.50 1.44
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 £66.9 billion at 18 May 2009, making it the third largest listing in The
Financial Times Stock Exchange 100 index and the 31st 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 130.