Vodafone 2002 Annual Report Download - page 146

Vodafone Group Plc Annual Report & Accounts and Form 20-F Additional Information for Shareholders144
Additional Information for Shareholders continued
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 and paid in pounds sterling. Dividends with respect to
ADSs held by the depositary will be converted by the depositary into US dollars,
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
the dividend or use it in some other way for the benefit of the Company until the
dividend is claimed. If the dividend remains unclaimed for 12 years after either
the passing of the relevant resolution either declaring that dividend or providing
for payment of that dividend, it will be forfeited and belong to the Company.
Voting rights
The Company’s Articles of Association provide that voting on Substantive
Resolutions (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 be present in person or by proxy has one vote for every share held.
Procedural Resolutions (i.e. resolutions of a procedural nature, 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. Holders of the Company’s ordinary shares
do not have cumulative voting rights.
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 proxies 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.
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 fixed 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.
Pre-emptive rights and new issues of shares
Under Section 80 of the Companies Act, directors are, with certain exceptions,
unable to allot relevant securities without the authority of the shareholders in a
general meeting. Relevant securities as defined in the Companies Act include the
Company’s ordinary shares or securities convertible into the Company’s ordinary
shares. In addition, Section 89 of the Companies Act imposes further restrictions
on the issue of equity securities (as defined in the Companies Act, 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 first offered to existing
shareholders. The Company’s Articles of Association allow shareholders to
authorise directors for a period up to five years to allot (a) relevant securities
generally up to an amount fixed by the shareholders and (b) equity securities for
cash other than in connection with a rights issue up to an amount specified by
the shareholders and free of the restriction in Section 89. In accordance with
institutional investor guidelines, the amount of relevant securities to be fixed by
shareholders is normally restricted to one third of the existing issued ordinary
share capital, and the amount of equity securities to be issued for cash other
than in connection with a rights issue is restricted to 5% of the existing issued
ordinary share capital.
Disclosure of interests in the Company’s shares
There are no provisions in the Articles 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 there are such requirements
under the Companies Act.
The basic disclosure requirement under Sections 198 to 211 of the Companies
Act imposes upon a person interested in the shares of the Company a statutory
obligation to notify the Company in writing and containing details set out in the
Companies Act where:
(a) he acquires (or becomes aware that he has acquired) or ceases to have
(or becomes aware that he has ceased to have) an interest in shares
comprising any class of the Company’s issued and voting share capital; and
(b) as a result, EITHER he obtains, or ceases to have:
(i) a “material interest”in 3%, or more; or
(ii) an aggregate interest (whether “material”or not) in 10%, or more of
the Company’s voting capital or the percentage of his interest in the
Company’s voting capital remains above the relevant level and
changes by a whole percentage point.