Vodafone 2012 Annual Report Download - page 156

154
Vodafone Group Plc
Annual Report 2012
Shareholder information (continued)
Electronic communications
The Company has previously passed a resolution allowing it to
communicate all shareholder information by electronic means,
including making such information available on the Company’s
website.Those shareholders who have positively elected for website
communication (or are deemed to have consented to receive electronic
communication in accordance with the Companies Act 2006) will
receive written notication whenever shareholder documentation
ismade 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 prots 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 ordinary 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 les 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 lings,
including all those led 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 our website
atwww.vodafone.com/governance or from the Company’s
registeredofce.
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$4.2 billion and €4.2 billion credit facilities which are discussed
under “Financial position and resources” on page 58.
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.
Taxation
As this is a complex area investors should consult their own tax
advisor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.
This section describes, primarily for a US holder (as dened below),
ingeneral terms, the principal US federal income tax and UK tax
consequences of owning or disposing of shares or ADSs in the Company
held as capital assets (for US and UK tax purposes). This section does
not, however, cover the tax consequences for members of certain
classes of holders subject to special rules including ofcers of the
Company, employees and holders that, directly or indirectly, hold 10%
or more of the Company’s voting stock. A US holder is a benecial owner
of shares or ADSs that is for US federal income tax purposes:
a a citizen or resident of the US;
a a US domestic corporation;
a an estate, the income of which is subject to US federal income tax
regardless of its source; or
a a trust, if a US court can exercise primary supervision over the trust’s
administration and one or more US persons are authorised to control
all substantial decisions of the trust.
If a partnership holds the shares or ADSs, the US federal income tax
treatment of a partner will generally depend on the status of the partner
and the tax treatment of the partnership. A partner in a partnership
holding the shares or ADSs should consult its tax advisor with regard
tothe US federal income tax treatment of an investment in the shares
orADSs.
This section is based on the US Internal Revenue Code of 1986, as
amended, its legislative history, existing and proposed regulations
thereunder, published rulings and court decisions, and on the tax laws of
the United Kingdom and the Double Taxation Convention between the
United States and the United Kingdom (the ‘treaty’), all as currently in
effect. These laws are subject to change, possibly on a retroactive basis.
This section is further based in part upon the representations of the
depositary and assumes that each obligation in the deposit agreement
and any related agreement will be performed in accordance with
itsterms.
For purposes of the treaty and the US-UK double taxation convention
relating to estate and gift taxes (the ‘Estate Tax Convention’), and for US
federal income tax and UK tax purposes, this section is based on the
assumption that a holder of ADRs evidencing ADSs will be treated as
theowner of the shares in the Company represented by those ADSs.
Investors should note that a recent ruling by the rst-tier tax tribunal in
the UK has cast doubt on this view, but HMRC have stated that they will
continue to apply their longstanding practice of regarding the holder of
such ADRs as holding the benecial interest in the underlying shares.
Investors should note, however, that this is an area of some uncertainty
that may be subject to further developments in the future. Generally
exchanges of shares for ADRs and ADRs for shares will not be subject to
US federal income tax or to UK tax other than stamp duty or stamp duty
reserve tax (see the section on these taxes on page 156).