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64 Vodafone Group Plc Annual Report 2010
Directors’ remuneration continued
Directors’ interests in the shares of the Company
Historic medium-term incentives
This table shows conditional awards of ordinary shares made in prior periods to executive directors under the Deferred Share Bonus (‘DSB’). Shares which vested during the
year ended 31 March 2010 are also shown below:
Shares forfeited Shares vested
Total interest during the year in respect during the year in respect
in DSB at of the 2008 and of the 2008 and 2009 Total interest in DSB
1 April 2009 2009 financial years financial years(1)(2) at 31 March 2010
Number Number Number Number Total value
of shares of shares of shares of shares £’000
Vittorio Colao 153,671 153,671 – –
Andy Halford 275,820 275,820 – –
Michel Combes – –
Stephen Pusey 93,670 93,670 – –
Total 523,161 523,161 – –
Notes:
(1) The shares vesting gave rise to cash payments equal to the equivalent value of dividends over the vesting period. These cash payments equated to £23,481 for Vittorio Colao, £42,145 for Andy Halford
and £14,313 for Stephen Pusey.
(2) Shares granted on 15 June 2007 vested on 15 June 2009. The closing mid-market share prices at these dates were 163.2 pence and 112.9 pence respectively. The performance condition for this award
was a requirement to achieve 85% of the cumulative planned free cash flow target for the 2008 and 2009 financial years, which was met in full.
No shares were awarded during the year under the deferred share bonus to any of the Company’s directors or senior management.
Long-term incentives
Performance shares
Conditional awards of ordinary shares made to executive directors under the Vodafone Group Plc 1999 Long-Term Stock Incentive Plan (‘LTSIP’) and the Vodafone Global
Incentive Plan (‘GIP’) for the relevant financial years are shown below. Long-term incentive shares that vested during the year ended 31 March 2010 are also shown below:
Total interest
in performance Shares Shares
shares at conditionally forfeited Shares Total interest Market
1 April 2009 awarded during vested during in performance price at date
or date of during the 2010 the 2010 the 2010 shares at awards
appointment financial year(1) financial year(2) financial year 31 March 2010(3) Total value(4) granted Vesting date
Number Number Number Number Number
of shares of shares of shares of shares of shares £’000 Pence
Vittorio Colao
2006 1,073,465 (1,073,465) 115.75 Jul 2009
2007 1,557,409 1,557,409 2,367 156.00 Jul 2010
2008 7,127,741 7,127,741 10,834 129.95 Ju l 2011
2009 6,382,861 6,382,861 9,702 117.20 Jul 2012
Total 9,758,615 6,382,861 (1,073,465) 15,068,011 22,903
Andy Halford
2006 946,558 (946,558) 115.75 Jul 2009
2007 1,190,305 1,190,305 1,809 156.00 Jul 2010
2008 4,357,399 4,357,399 6,623 129.95 Ju l 2011
2009 4,201,690 4,201,690 6,387 117.20 Jul 2012
Total 6,494,262 4,201,690 (946,558) 9,749,394 14,819
Michel Combes
2006 – – – – – Jul 2009
2007 – – – – – Jul 2010
2008 3,326,701 3,326,701 5,057 129.95 Jul 2011
2009 3,305,625 3,305,625 5,025 117.20 Jul 2012
Total 3,326,701 3,305,625 6,632,326 10,082
Stephen Pusey
2006 319,680 (319,680) 115.75 Jul 2009
2007 491,325 491,325 747 156.00 Jul 2010
2008 1,442,976 1,442,976 2,193 129.95 Jul 2011
2009 2,383,697 2,383,697 3,623 117.20 Jul 2012
Total 2,253,981 2,383,697 (319,680) 4,317,998 6,563
Notes:
(1) The awards were granted during the year under the Vodafone Global Incentive Plan using an average of the closing share prices on each of the five working days prior to and including 29 June being
117.5 pence. T hese awards have a pe rfor man ce period running from 1 April 20 09 to 31 March 2012 . The p er for ma nce con ditions a re a matrix of free cash flow performance and r el ative total sh areholder
return. The vesting date will be in June 2012.
(2) Shares gr anted on 25 July 20 06 were forfeited on 25 July 2009. The per formance cond ition on these a wards was a relati ve total share holder return mea sure agains t the companies making up the F TSE
Global Telecoms index at the start of the performance period. This condition was not met.
(3) The total interest at 31 March 2010 includes awards over three different performance periods ending on 31 March 2010, 31 March 2011 and 31 March 2012. The performance condition for the award
vesting in July 2010 is relative shareholder return measured against companies from the FTSE Global Telecoms index taken at the start of the performance period.
(4) The total value is calculated using the closing mid-market share price at 31 March 2010 of 152.0 pence.
The aggregate number of shares conditionally awarded during the year to the Companys senior management is 14,142,323 shares. The performance and vesting conditions
on the shares awarded in the year are based on a matrix of free cash flow performance and relative total shareholder return.