Vodafone 2014 Annual Report Download - page 188

Record holders of the Company’s ADSs are entitled to attend, speak
andvote on a poll or a show of hands at any general meeting of the
Company’s shareholders by the depositary’s appointment of them
ascorporate representatives with respect to the underlying ordinary
shares represented by their ADSs. Alternatively holders of ADSs are
entitled to vote by supplying their voting instructions to the depositary
or its nominee who will vote the ordinary shares underlying their ADSs
inaccordance with their instructions.
Employees are able to vote any shares held under the Vodafone Group
Share Incentive Plan and “My ShareBank” (a vested nominee share
account) through the respective plan’s trustees.
Holders of the Company’s 7% cumulative xed rate shares are only
entitled to vote on any resolution to vary or abrogate the rights attached
to the xed rate shares. Holders have one vote for every fully paid 7%
cumulative xed rate share.
Holders of the Company’s deferred shares are not entitled to attend
or vote at general meetings of the Company.
Liquidation rights
In the event of the liquidation of the Company, after payment
of all liabilities and deductions in accordance with English law,
the holders of the Company’s 7% cumulative xed rate shares would
be entitled to a sum equal to the capital paid up on such shares,
together with certain dividend payments, in priority to holders
of the Company’s ordinary shares. The holders of the xed rate
shares do not have any other right to share in the Company’s surplus
assets. The holders of ordinary shares have priority over holders
of deferred shares.
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 dened 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rst
offered to existing shareholders. The Company’s articles ofassociation
allow shareholders to authorise directors for a period specied
in the relevant resolution to allot (i) relevant securities generally
up to an amount xed by the shareholders and (ii) equity securities for
cash other than in connection with a pre-emptive offer up to an amount
specied by the shareholders and free of the pre-emption restriction
in section 561. At the 2013 AGM the amount of relevant securities
xed by shareholders under (i) above and the amount of equity
securities specied by shareholders under (ii) above were both
inline with corporate governance guidelines. The directors consider
itdesirable to have the maximum exibility permitted by corporate
governance guidelines to respond to market developments and
to enable allotments to take place to nance business opportunities
as they arise. In order to retain such maximum exibility, the directors
propose to renew the authorities granted by shareholders in 2013
at thisyear’s AGM. Further details of such proposals are provided in the
2014 notice of AGM.
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 from
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 notication
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 nancial 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 t, 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 21 days’
notice in writing. Subject to obtaining shareholder approval on an annual
basis, the Company may call other general meetings on 14 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
21 days before the date the relevant notice is sent. The notice may
also specify the record date, the time of which shall be determined
in accordance with the articles of association and 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 UK 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publication on the
Company’s website and advertisement in newspapers in the UK.
Holders of the Company’s ADSs are entitled to receive notices under the
terms of the deposit agreement relating to the ADSs.
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.
Vodafone Group Plc
Annual Report 2014186
Shareholder information (continued)