Vodafone 2003 Annual Report Download - page 142

Vodafone Group Plc Annual Report & Accounts and Form 20-F 2003
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ADDITIONAL INFORMATION FOR SHAREHOLDERS Continued
Shareholders at 31 March 2003
Number of % of total
ordinary shares Number of issued
held accounts shares
1 – 1,000 469,468 0.21
1,001 – 5,000 121,507 0.38
5,001 – 50,000 33,193 0.66
50,001 – 100,000 1,943 0.20
100,001 – 500,000 1,897 0.64
More than 500,000 2,616 97.91
630,624 100.00
Geographical analysis of shareholders
At 31 March 2003, approximately 51% of the Company’s shares were held in
the United Kingdom, 26% in North America, 19% in Europe (excluding the United
Kingdom) and 4% in the Rest of the World.
Memorandum and Articles of Association and
Applicable English law
The following description summarises certain provisions of the Company’s
Memorandum and Articles of Association and applicable English law. This
summary is qualified in its entirety by reference to the Companies Act 1985 of
Great Britain (the “Companies Act”), as amended, and the Company’s
Memorandum and Articles of Association. Information on where shareholders can
obtain copies of the Memorandum and Articles of Association is provided under
the heading “Documents on Display”below.
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.
Objects and purposes
The Company is incorporated under the name Vodafone Group Plc, and is
registered in England and Wales under registered number 1833679. The
Company’s objects and purposes are set out in the fourth clause of its
Memorandum of Association and cover a wide range of activities, including to
carry on the business of a holding company, to carry on business as dealers in,
operators, manufacturers, repairers, designers, developers, importers and
exporters of electronic, electrical, mechanical and aeronautical equipment of all
types as well as to carry on all other businesses necessary to attain the
Company’s objectives. The Memorandum of Association grants the Company a
broad range of powers to effect these objectives.
Directors
The Company’s Articles of Association provide for a board of directors, consisting
of not fewer than three directors, who shall manage the business and affairs of
the Company.
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 to
resolutions (a) giving the director or a third party any guarantee, security or
indemnity in respect of obligations or liabilities incurred at the request of or for
the benefit of the Company, (b) giving any guarantee, security or indemnity to the
director or a third party in respect of obligations of the Company for which the
director has assumed responsibility under an indemnity or guarantee, (c) relating
to an offer of securities of the Company in which the director participates as a
holder of shares or other securities or in the underwriting, (d) concerning any
other company in which the director (together with any connected person) is a
shareholder or an officer or is otherwise interested, provided that the director
(together with any connected person) is not interested in 1% or more of any
class of the company’s equity share capital or the voting rights available to its
shareholders, (e) relating to the arrangement of any employee benefit in which
the director will share equally with other employees and (f) relating to any
insurance that the Company purchases or renews for its directors or any group
of people, including directors.
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.
In accordance with the Company’s Articles of Association and best practice in UK
corporate governance, a third of all the directors retire at each Annual General
Meeting. The specific retiring directors are those last elected or re-elected at or
before the Annual General Meeting held in the third calendar year before the
current year.
No person is disqualified from being a director or is required to vacate that office
by reason of age. If at a general meeting a director who is 70 or more years of
age is proposed for election or re-election, that director’s age must be set out in
the notice of the meeting.
Directors are not required to hold any shares of the Company as a qualification
to act as a director.
Finally, and in accordance with best practice in the UK for corporate governance
(as opposed to the Articles of Association), compensation awarded to executive
directors is decided by a remuneration committee consisting exclusively of non-
executive directors.
Rights attaching to the Company’s shares
Dividends rights
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 directors may also pay interim dividends. No dividend may
be paid other than out of profits available for distribution. Dividends on ordinary
shares will be announced in pounds sterling. Dividends with respect to holders of
ordinary shares with a registered address in a Euro-zone country (defined, for
this purpose, as a country that has adopted the Euro as its national currency) will
receive dividends in euros, exchanged from pounds sterling at a rate fixed by the
directors in accordance with the Articles of Association. Dividends with respect to
ADSs represented by ordinary shares held by the Depositary will be paid to the
Depositary in US dollars, exchanged from pounds sterling at a rate fixed by the
directors in accordance with the Articles of Association and the Depositary will
distribute them to the holders of ADSs.
If a dividend has not been claimed for one year after the passing of either 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