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AGM 2011 - resolutions

The Annual General Meeting of Vodafone Group Plc was held at the Queen Elizabeth II Conference Centre, Broad Sanctuary,
London SW1 on Tuesday 26 July 2011.

The results of polls on all 23 resolutions were as follows:

  Resolution Total votes validly cast Percentage of relevant shares in issue (%) For Against Votes withheld
1 To receive the Company’s accounts and reports of the directors and the auditor for the year ended 31 March 2011 35,310,139,085 69.15% 35,247,056,767 63,082,318 76,408,245
2 To elect Gerard Kleisterlee as a director 35,306,983,401 69.14% 34,992,674,524 314,308,877 80,471,733
3 To re-elect John Buchanan as a director 35,308,584,314 69.14% 34,730,763,023 577,821,291 79,508,108
4 To re-elect Vittorio Colao as a director 35,310,442,007 69.15% 35,169,654,002 140,788,005 77,660,548
5 To re-elect Michel Combes as a director 35,307,916,327 69.14% 35,003,730,453 304,185,874 78,013,658
6 To re-elect Andy Halford as a director 35,307,388,392 69.14% 35,038,138,647 269,249,745 76,904,426
7 To re-elect Stephen Pusey as a director 35,307,588,658 69.14% 35,065,116,806 242,471,852 79,708,093
8 To elect Renee James as a director 35,306,860,651 69.14% 35,106,336,513 200,524,138 80,162,857
9 To re-elect Alan Jebson as a director 35,306,170,179 69.14% 35,189,168,650 117,001,529 79,266,651
10 To re-elect Samuel Jonah as a director 35,306,294,204 69.14% 35,178,971,020 127,323,184 79,686,249
11 To re-elect Nick Land as a director 34,826,038,994 68.20% 34,622,768,874 203,270,120 559,954,399
12 To re-elect Anne Lauvergeon as a director 34,970,322,738 68.48% 34,034,311,063 936,011,675 415,459,502
13 To re-elect Luc Vandevelde as a director 35,307,266,521 69.14% 35,176,254,023 131,012,498 80,391,164
14 To re-elect Anthony Watson as a director 34,825,998,320 68.20% 34,612,021,896 213,976,424 559,906,528
15 To re-elect Philip Yea as a director 35,305,998,293 69.14% 35,140,928,706 165,069,587 79,385,321
16 To approve a final dividend of 6.05p per ordinary share 35,312,916,018 69.15% 35,301,606,749 11,309,269 75,907,355
17 To approve the Remuneration Report of the Board for the year ended 31 March 2011 35,226,727,884 68.98% 33,860,039,668 1,366,688,216 160,711,274
18 To re-appoint Deloitte LLP as auditor 35,253,994,600 69.04% 35,164,162,221 89,832,379 134,112,327
19 To authorise the Audit Committee to determine the remuneration of the auditor 35,306,714,476 69.14% 35,275,078,676 31,635,800 81,203,446
20 To authorise the directors to allot shares 35,282,770,749 69.09% 33,434,187,963 1,848,582,786 104,110,215
21 To authorise the directors to dis-apply pre-emption rights 34,898,377,818 68.34% 33,909,882,471 988,495,347 486,447,777
22 To authorise the Company to purchase its own shares 35,312,668,008 69.15% 35,149,187,060 163,480,948 74,783,918
23 To authorise the calling of a general meeting other than an Annual General Meeting on not less that 14 clear day's notice 35,309,070,405 69.15% 32,391,715,333 2,917,355,072 77,921,369

The number of ordinary shares in issue on 22 July 2011 (excluding shares held in Treasury) was 51,065,002,810.  Shareholders are entitled to one  vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly.

Resolutions 1 to 20 were passed as ordinary resolutions and Resolutions 21 to 23 were passed as special resolutions.