Vodafone 2010 Annual Report Download - page 129

Vodafone Group Plc Annual Report 2010 127
Additional information
Shareholders at 31 March 2010
Number of % of total
Number of ordinary shares held accounts issued shares
1 – 1,000 435,142 0.21
1,001 – 5,000 80,280 0.31
5,001 – 50,000 26,783 0.58
50,001 – 100,000 1,130 0.14
100,001 – 500,000 1,066 0.43
More than 500,000 1,663 98.33
546,064 100.00
Geographical analysis of shareholders
At 31 March 2010 approximately 48.8% of the Company’s shares were held in the UK,
27.4% in North America, 16.4% in Europe (excluding the UK) and 7.4% in the rest of
the world.
Major shareholders
BNY Mellon, as custodian of the Company’s ADR programme, held approximately 14%
of the Company’s ordinary shares of 113 /7 US cents each at 17 May 2010 as nominee.
The total number of ADRs outstanding at 17 May 2010 was 740,793,229. At this date
1,313 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 17
May 2010 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
Black Rock Inc 5.74%
Legal & General Group Plc 4.07%
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 17 May 2010, 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.
Articles of association and applicable English law
The following description summarises certain provisions of the Company’s articles
of association and applicable English law. This summary is qualified in its entirety by
reference to the Companies Act 2006 of England and Wales and the Company’s
articles of association. Information on where shareholders can obtain copies of the
articles of association is provided under “Documents on display” on page 129.
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.
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.
Articles of association
Pursuant to the Companies Act 2006, a company can remove the object clauses
which become part of its articles of association and as a result the company’s objects
will be unrestricted.
A special resolution will be proposed at the 2010 AGM to i) remove the Company’s
object clause together with all other provisions of its memorandum which, by virtue
of the Companies Act 2006, are treated as forming part of the Company’s articles of
association and ii) adopt new articles of association in order to update the Company’s
existing articles of association to take account of the implementation on 3 August
2009 of the Shareholders’ Rights Regulations and the implementation of the
remaining parts of the Companies Act 2006.
The current authorised share capital comprises 68,250,000,000 ordinary shares of
113
/7 US cents each and 50,000 7% cumulative fixed rate shares of £1.00 each and
38,563,935,574 B shares of 15 pence each and 28,036,064,426 deferred shares of
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 2010.
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 %
Currency (=£1) 2010 2009 change
Average:
Euro 1.13 1.20 (5.8)
US dollar 1.60 1.72 (7.0)
At 31 March:
Euro 1.12 1.08 3.7
US dollar 1.52 1.43 6.3
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
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
2010 1.52 1.60 1.70 1.44
Month High Low
November 2009 1.68 1.64
December 2009 1.67 1.59
January 2010 1.64 1.59
February 2010 1.60 1.52
March 2010 1.54 1.48
April 2010 1.55 1.52
Markets
Ordinary shares of Vodafone Group Plc are traded on the London Stock Exchange
and with effect from 29 October 2009 its listing of ADSs was transferred from the
NYSE to NASDAQ. The Company had a total market capitalisation of approximately
£71.8 billion at 17 May 2010 making it the third largest listing in The Financial Times
Stock Exchange 100 index and the 38th largest company in the world based on
market capitalisation at that date.
ADSs, each representing ten ordinary shares, are traded on NASDAQ under the
symbol ‘VOD’. The ADSs are evidenced by ADRs issued by BNY Mellon, as depositary,
under a deposit agreement, dated as of 12 October 1988, as amended and restated
on 26 December 1989, 16 September 1991, 30 June 1999, 31 July 2006 and 30 July
2009 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 BNY Mellon on the
exercise of voting rights relative to the number of ordinary shares represented by
their ADSs. See “Articles of association and applicable English law – Rights attaching
to the Company’s shares – Voting rights” on page 128.