Vodafone 2006 Annual Report Download - page 144

142 Vodafone Group Plc Annual Report 2006
Investor information
continued
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, as at 26 May 2006, 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.
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 “Documents on Display”.
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 specifies that any alteration to the Articles of Association must be approved
by a special resolution of the shareholders.
The Company’s Objects
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. The Company’s objects 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
its objects.
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 of such shares
or securities, (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, directors retiring at each AGM
are those last elected or re-elected at or before the AGM held in the third calendar year
before the current year. In 2005, the Company reviewed its policy regarding the
retirement and re-election of directors and, although it is not intended to amend the
Company’s Articles in this regard, the Board has decided, in the interests of good
corporate governance, that all the directors should offer themselves for re-election
annually. Accordingly, all the directors will submit themselves for re-election at the 2006
AGM, except for Lord MacLaurin of Knebworth, Sir Julian Horn-Smith, Paul Hazen and
Penny Hughes, who are retiring.
Six month data on a monthly basis
London Stock
Exchange NYSE
Pounds per Dollars
ordinary share per ADS
Financial Year High Low High Low
November 2005 1.52 1.25 26.65 21.55
December 2005 1.29 1.23 22.66 21.29
January 2006 1.33 1.18 23.39 20.86
February 2006 1.25 1.09 21.81 19.32
March 2006 1.30 1.12 22.74 19.55
April 2006 1.30 1.21 23.70 21.07
May 2006(1) 1.30 1.14 24.23 21.53
Note:
(1) High and low share prices for May 2006 only reported until 26 May 2006.
The current authorised share capital comprises 78,000,000,000 ordinary shares of $0.10
each and 50,000 7% cumulative fixed rate shares of £1.00 each.
Markets
Ordinary shares of Vodafone Group Plc are traded on the London Stock Exchange and, in
the form of ADSs, on the New York Stock Exchange.
ADSs, each representing ten ordinary shares, are traded on the New York Stock Exchange
under the symbol ‘VOD’. The ADSs are evidenced by ADRs issued by The Bank of New York,
as Depositary, under a Deposit Agreement, dated as of 12 October 1988, as amended and
restated as of 26 December 1989, as further amended and restated as of 16 September
1991 and as further amended and restated as of 30 June 1999, 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 The Bank of New York
on the exercise of voting rights relative to the number of ordinary shares represented by
their ADSs. See “Memorandum and Articles of Association and Applicable English Law –
Rights attaching to the Company’s shares – Voting rights” below.
Shareholders at 31 March 2006
Number of % of total
ordinary shares Number of issued
held accounts shares
1 – 1,000 439,814 0.19
1,001 – 5,000 102,534 0.33
5,001– 50,000 28,540 0.57
50,001 – 100,000 1,451 0.15
100,001– 500,000 1,292 0.45
More than 500,000 1,937 98.31
575,568 100.00
Geographical analysis of shareholders
At 31 March 2006, approximately 52.68% of the Company’s shares were held in the UK,
32.04% in North America, 12.86% in Europe (excluding the UK) and 2.42% in the Rest of
the World.
Major shareholders
The Bank of New York, as custodian of the Company’s ADR programme, held
approximately 12.8% of the Company’s ordinary shares of $0.10 each at 26 May 2006 as
nominee. The total number of ADRs outstanding at 26 May 2006 was 773,146,523. At
this date, 1,147 holders of record of ordinary shares had registered addresses in the
United States and in total held approximately 0.006% of the ordinary shares of the
Company. As at 26 May 2006, the following percentage interests in the ordinary share
capital of the Company, disclosable under Part VI of the Companies Act 1985, have been
notified to the directors:
Shareholder Shareholding
The Capital Group Companies, Inc. 5.56%
Barclays PLC 3.92%
Legal & General Investment Management 3.67%