Vodafone 2016 Annual Report Download - page 180

The Directors are empowered to exercise all the powers of the Company
to borrow money, subject to the limitation that the aggregate amount
of all liabilities and obligations of the Group outstanding at any time
shall not exceed an amount equal to 1.5 times the aggregate of the
Group’s share capital and reserves calculated in the manner prescribed
in the Articles of Association unless sanctioned by an ordinary
resolution of the Company’s shareholders.
The Company can make market purchases of its own shares or agree
todo so in the future provided it is duly authorised by its members
in a general meeting and subject to and in accordance with section
701 of the Companies Act 2006. Such authority was given at the 2015
annual general meeting but no purchases were made during this
nancial year.
At each annual general meeting all Directors who were elected
or last re-elected at or before the annual general meeting held in the
third calendar year before the current year shall automatically retire.
However, the Board has decided in the interests of good corporate
governance that all of the Directors wishing to continue in ofce should
offer themselves for re-election annually.
Directors are not required under the Company’s Articles of Association
tohold any shares of the Company as a qualication to act as a Director,
although the Executive Directors are required to under the
Company’s remuneration policy. Further details are set out on pages
57to 73.
Rights attaching to the Company’s shares
At 31 March 2016 the issued share capital of the Company was
comprised of 50,000 7% cumulative xed rate shares of £1.00 each and
26,558,570,312 ordinary shares (excluding treasury shares) of 2020⁄21
US cents each. As at 31 March 2016, 2,254,825,696 ordinary shares
were held in Treasury.
Dividend rights
Holders of 7% cumulative xed rate shares are entitled to be paid
inrespect of each nancial year, or other accounting period of the
Company, a xed cumulative preferential dividend of 7% per annum
on the nominal value of the xed rate shares. A xed cumulative
preferential dividend may only be paid out of available distributable
prots which the Directors have resolved should be distributed.
The xed rate shares do not have any other right to share in the
Company’s prots.
Holders of the Company’s ordinary shares may, by ordinary resolution,
declare dividends but may not declare dividends in excess of the
amount recommended by the Directors. The Board of Directors may
also pay interim dividends. No dividend may be paid other than out
of prots available for distribution. Dividends on ordinary shares can
be paid to shareholders in whatever currency the Directors decide,
using anappropriate exchange rate for any currency conversions
whicharerequired.
If a dividend has not been claimed for one year after the date of the
resolution passed at a general meeting declaring that dividend or the
resolution of the Directors providing for payment of that dividend,
the Directors may invest the dividend or use it in some other way for
the benet of the Company until the dividend is claimed. If the dividend
remains unclaimed for 12 years after the relevant resolution either
declaring that dividend or providing for payment of that dividend,
it willbe forfeited and belong to the Company.
Voting rights
At a general meeting of the Company, when voting on substantive
resolutions (i.e. any resolution which is not a procedural resolution) each
shareholder who is entitled to vote and is present in person or by proxy
has one vote for every share held (a poll vote). Procedural resolutions
(such as a resolution to adjourn a general meeting or a resolution on the
choice of Chairman of a general meeting) shall be decided on a show
of hands, where each shareholder who is present at the meeting has one
vote regardless ofthe number of shares held, unless a poll is demanded.
Shareholders entitled to vote at general meetings may appoint proxies
who are entitled to vote, attend and speak at general meetings.
Two shareholders present in person or by proxy constitute a quorum for
purposes of a general meeting of the Company.
Under English law shareholders of a public company such as the
Company are not permitted to pass resolutions by written consent.
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.
Holders of the Company’s ADSs are entitled to receive notices
of shareholders’ meetings under the terms of the deposit agreement
relating to the ADSs.
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.
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.
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 2015 annual general
meeting 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.
Further details of such proposals are provided in the 2016 notice
of annual general meeting.
Vodafone Group Plc
Annual Report 2016
178
Shareholder information (continued)
Unaudited information