Vodafone 2010 Annual Report Download - page 131

Vodafone Group Plc Annual Report 2010 129
Additional information
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 Act 2006, either with the consent in writing of the holders of three
quarters in nominal value of the shares of that class or 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 i) 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, ii) any person present in person or
by proxy may demand a poll, and iii) 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 Exchange Act
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 (www.sec.gov). Shareholders can
also obtain copies of the Company’s articles of association from the Vodafone website
at www.vodafone.com/governance 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, BNY Mellon and Citibank N.A, BNY Mellon
became 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 US$9.1 billion
credit facilities which are discussed under “Financial position and resources” on
page 43.
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” on the following page.
Pre-emptive rights and new issues of shares
Under Section 549 of the Companies Act 2006 directors are, with certain exceptions,
unable to allot the Company’s ordinary shares or securities convertible into the
Company’s ordinary shares without the authority of the shareholders in a general
meeting. In addition, Section 561 of the Companies Act 2006 imposes further
restrictions on the issue of equity securities (as defined in the Companies Act 2006
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 i) relevant securities generally up to an
amount fixed by the shareholders and ii) equity securities for cash other than in
connection with a rights issue up to an amount specified by the shareholders and
free of the pre-emption restriction. 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 that
are admitted to trading on a regulated market and 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 of 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 which includes 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
Subject to the articles of association, 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 other general meetings of the Company. General
meetings may also be convened on requisition as provided by the Companies
Act 2006.
An annual general meeting needs to be called by not less than twenty-one days’
notice in writing. Subject to obtaining shareholder approval on an annual basis, the
Company may call other general meetings on 14 clear days’ notice. 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 (non-working days must be excluded,
pursuant to the Companies Act 2006).
Shareholders must provide the Company with an address or (so far as the Companies
Act 2006 allows) 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.