Vodafone 2016 Annual Report Download - page 179

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 United States.
31 March
Currency (=£1) 2016 2015 % Change
Average:
Euro 1.37 1.28 7.0
US dollar 1.51 1.61 (6.2)
At 31 March:
Euro 1.26 1.38 (8.7)
US dollar 1.44 1.48 (2.7)
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
2012 1.60 1.60 1.67 1.53
2013 1.52 1.58 1.63 1.49
2014 1.67 1.59 1.67 1.49
2015 1.48 1.61 1.71 1.46
2016 1.44 1. 51 1.59 1.39
The following table sets out, for the periods indicated, the high and low
exchange rates for pounds sterling expressed in US dollars per £1.00.
Year ended 31 March High Low
November 2015 1.54 1.50
December 2015 1.52 1.48
January 2016 1.47 1.42
February 2016 1.46 1.39
March 2016 1.45 1.39
April 2016 1.46 1.41
Markets
Ordinary shares of Vodafone Group Plc are traded on the London
StockExchange and in the form of ADSs on NASDAQ.
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 24 February
2015 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 laws and rights attaching to the Company’s shares –
Voting rights” on page 178.
Shareholders as at 31 March 2016
Number of ordinary shares held
Number of
accounts
% of total
issued shares
1–1,000 338,780 0.22
1,001–5,000 49,830 0.38
5,001–50,000 15,606 0.64
50,001–100,000 525 0.12
100,001–500,000 672 0.54
More than 500,000 1,172 98.10
406,585 100.00
Major shareholders
BNY Mellon, as custodian of our ADR programme, held approximately
13.46% of our ordinary shares of 2020/21 US centseach at 16 May 2016
as nominee. The total number of ADRs outstanding at 16 May 2016 was
387,958,868. At this date 1,495 holders of record of ordinary shares had
registered addresses in the United States and in total held approximately
0.008% of the ordinary shares of the Company.
At 31 March 2016 the following percentage interests in the ordinary
share capital of the Company, disclosable under the Disclosure and
Transparency Rules, (DTR 5), have been notied to the Directors.
Shareholder Shareholding
Black Rock Investment Management Ltd. 6.62%
Legal & General Investment Management Ltd. 3.19%
No changes in the interests disclosed under DTR 5 have been notied
to the Company between 31 March 2016 and 16 May 2016.
Between 1 April 2013 and 16 May 2016 Capital Group Companies
Inc. has held more than 3% of, or 3% of voting rights attributable to,
the ordinary shares of the Company. During this period, and as notied,
its holding was reduced to below the3% reporting threshold.
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 2016 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 qualied in its entirety by reference to the
Companies Act 2006 of England and Wales and the Company’s Articles
of Association. See “Documents on display” on page179 for information
on where copies of the Articles of Association can be obtained.
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 species that any alteration to the Articles of Association
must be approved by a special resolution of the shareholders.
Articles of Association
The Company’s Articles of Association do notspecically restrict the
objects of the Company.
Directors
The Directors are empowered under the Articles of Association
to exercise all the powers of the Company subject to any restrictions
in the Articles of Association, the Companies Act (as dened in the
Articles of Association) and any special resolution.
Under the Company’s Articles of Association a Director cannot
vote in respect of any proposal in which the Director, or any person
connected with the Director, has a material interest other than
by virtue of the Director’s interest in the Company’s shares or other
securities. However, this restriction on voting does not apply in certain
circumstances set out in the Articles of Association.
Overview Strategy review Performance Governance Financials
Additional information
Vodafone Group Plc
Annual Report 2016
177