Vodafone 2015 Annual Report Download - page 193

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 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 United
States 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 at sec.gov.
Shareholders can also obtain copies ofthe Company’s articles
of association from our website at 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$3.9 billion and €3.9 billion revolving credit facilities
which are discussed in note 22 “Liquidity and capital resources” to the
consolidated nancial statements.
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, for example, US expatriates
and former long-term residents of the US and ofcers of the Company;
employees and holders that, directly, indirectly or by attribution,
hold 5% or more of the Company’s voting stock; nancial institutions;
insurance companies; individual retirement accounts and other
tax-deferred accounts; tax-exempt organisations; dealers in securities
or currencies; investors that will hold shares or ADSs as part of straddles,
hedging transactions or conversion transactions for US federal income
tax purposes; investors holding shares or ADSs in connection with
a trade or business conducted outside of the US; or investors whose
functional currency is not the US dollar.
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, or the trust has validly
elected to be treated as a domestic trust for US federal income
tax purposes.
If an entity treated as a partnership for US federal income tax purposes
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. Holders that are entities treated
as partnerships for US federal income tax purposes should consult
their tax advisers concerning the US federal income tax consequences
to them and their partners of the ownership and disposition of ADSs
by the partnership.
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 UK and the Double Taxation Convention between the US and
the UK (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.
Overview Strategy review Performance Governance Financials Additional
information Vodafone Group Plc
Annual Report 2015
191