Vodafone 2011 Annual Report Download - page 136

134 Vodafone Group Plc Annual Report 2011
Shareholders at 31 March 2011
Number of % of total
Number of ordinary shares held accounts issued shares
1 – 1,000 430,021 0.21
1,001 – 5,000 79,461 0.32
5,001 – 50,000 27,629 0.61
50,001 – 100,000 1,126 0.14
100,001 – 500,000 1,094 0.44
More than 500,000 1,636 98.28
540,967 100.00
Geographical analysis of shareholders
At 31 March 2011 approximately 46.9% of the Company’s shares were held in
the UK, 30.2% in North America, 14.4% in Europe (excluding the UK) and 8.5%
in the rest of the world.
Major shareholders
BNY Mellon, as custodian of the Company’s ADR programme, held
approximately 17% of the Company’s ordinary shares of 113
/7 US cents each
at 16 May 2011 as nominee. The total number of ADRs outstanding at 16 May
2011 was 886,242,945. At this date 1,369 holders of record of ordinary
shares had registered addresses in the US and in total held approximately
0.007% of the ordinary shares of the Company. At 16 May 2011 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. 6.00%
Legal & General Group Plc 3.59%
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 16 May 2011,
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 137.
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, the object clauses and other
provisions which are contained in a company’s memorandum of association
are deemed to be contained in the company’s articles of association unless
they are removed by a special resolution of the company. If removed, the
company’s objects are unrestricted.
By a special resolution passed at the 2010 AGM the Company removed its
object clause together with all other provisions of its memorandum of
association which, by virtue of the Companies Act 2006, are treated as
forming part of the Company’s articles of association.
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 2011.
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 US.
31 March %
Currency (=£1) 2011 2010 change
Average:
Euro 1.18 1.13 4.4
US dollar 1.56 1.60 (2.5)
At 31 March:
Euro 1.13 1.12 0.9
US dollar 1.61 1.52 5.9
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
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
2011 1.61 1.56 1.64 1.43
The following table sets out, for the periods indicated, the high and low
exchange rates rates for pounds sterling expressed in US dollars per £1.00.
Month High Low
November 2010 1.63 1.56
December 2010 1.59 1.54
January 2011 1.60 1.55
February 2011 1.63 1.60
March 2011 1.64 1.60
April 2011 1.67 1.61
Markets
Ordinary shares of Vodafone Group Plc are traded on the London Stock
Exchange and in the form of ADSs on NASDAQ. The Company had a total
market capitalisation of approximately £86.4 billion at 16 May 2011 making
it the second largest listing in The Financial Times Stock Exchange 100 index
and the 28th 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 135.
Shareholder information continued