Vodafone 2016 Annual Report Download - page 181

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 UK Disclosure and Transparency Rules.
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 on 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.
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.
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 transfer,
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,
those that apply by law (e.g. due to insider dealing rules) or those that
apply as a result of failure to comply with a notice under section 793
of the Companies Act 2006. No shareholder has any securities carrying
special rights with regard to control of the Company. The Company
is not aware of any agreements between holders of securities that may
result in restrictions on the transfer of securities.
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:
a its US$4.1 billion and €4.0 billion revolving credit facilities which
are discussed in note 22 “Liquidity and capital resources” to the
consolidated nancial statements;
a its subscription agreements for the £2.9 billion of subordinated
mandatory convertible bonds placed on 25 February 2016
as discussed in note 22 “Liquidity and capital resources” to the
consolidated nancial statements; and
a the agreed form Contribution and Transfer Agreement in respect
of the Dutch joint venture with Liberty Global as detailed in note 29
“Commitments” 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 United States;
ofcers and employees of the Company; 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.
Overview Strategy review Performance Governance Financials
Additional information
Vodafone Group Plc
Annual Report 2016
179