Vodafone 2015 Annual Report Download - page 192

Voting rights
The Company’s articles of association provide that voting on substantive
resolutions (i.e. any resolution which is not a procedural resolution)
at a general meeting shall be decided on a poll. On a poll, each
shareholder who is entitled to vote and is present in person or by proxy
has one vote for every share held. 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.
In addition, thearticles of association allow persons appointed as proxies
of shareholders entitled to vote at general meetings to vote on a show
ofhands, as well as to vote on a poll and attend and speak at general
meetings. The articles of association also allow persons appointed
asproxies by two or more shareholders entitled to vote at general
meetings to vote for and against a resolution on a show of hands.
Under English law two shareholders present in person constitute
a quorum for purposes of a general meeting unless a company’s articles
of association specify otherwise. The Company’s articles of association
do not specify otherwise, except that the shareholders do not
need to be present in person and may instead be present by proxy
to constitute a quorum.
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.
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 2014 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. The Directors consider itdesirable to have the maximum
exibility permitted by corporate governance guidelines to respond
to market developments and to enable allotments to take place
to nance business opportunities as they arise. In order to retain such
maximum exibility, the Directors propose to renew the authorities
granted by shareholders in 2014 at thisyear’s annual general meeting.
Further details of such proposals are provided in the 2015 notice
of annual general meeting.
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 Disclosure and Transparency Rules (‘DTRs’).
The basic disclosure requirement upon a person acquiring or disposing
of shares that are admitted to trading on a regulated market and
carrying voting rights is an obligation to provide written notication
to the Company, including certain details as set out in DTR 5, where the
percentage of the person’s voting rights which he holds as shareholder
or through his direct or indirect holding of nancial instruments (falling
within DTR 5.3.1R) reaches or exceeds 3% and reaches, exceeds or falls
below each 1% threshold thereafter.
Under section 793 of the Companies Act 2006 the Company may,
bynotice in writing, require a person that the Company knows or has
reasonable cause to believe is, or was during the preceding three
years, interested in the Company’s shares to indicate whether or not
that is correct and, if that person does or did hold an interest in the
Company’s shares, to provide certain information as set out in the
Companies Act2006. DTR 3 deals with the disclosure by persons
“discharging managerial responsibility” and their connected persons
of the occurrence of all transactions conducted on their account
in the shares of the Company. Part 28 of The Companies Act 2006
sets out the statutory functions of the Panel on Takeovers & Mergers
(the ‘Panel’). The Panel is responsible for issuing and administering the
Code on Takeovers & Mergers which includes disclosure requirements
on all parties to a takeover with regard to dealings in the securities
of an offeror or offeree company and also on their respective associates
during the course of an offer period.
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 by 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.
Shareholders must provide the Company with an address or (so far
as the Companies Act 2006 allows) an electronic address or fax number
inthe UK in order to be entitled to receive notices of shareholders’
meetings and other notices and documents. In certain circumstances
the Company may give notices to shareholders bypublication on the
Company’s website and advertisement in newspapers in the UK.
Holders of the Company’s ADSs are entitled to receive notices under the
terms of the deposit agreement relating to the ADSs.
Vodafone Group Plc
Annual Report 2015
190
Shareholder information (continued)
Unaudited information