The thirty-third Annual General Meeting (‘AGM’) of Vodafone Group Plc was held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on Friday, 28 July 2017 at 11.00am.

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Result of 2017 Annual General Meeting

 

Resolution

Total votes validly cast

Percentage of relevant shares in issue (%)

For

For (% of shares voted)

Against

Against (% of shares voted)

Votes withheld

1.

To receive the Company’s accounts, the strategic report and reports of the Directors and the auditor for the year ended 31 March 2017

18,084,844,182

67.82%

18,073,405,193 99.94 11,438,989 0.06

59,549,553

2.

To re-elect Gerard Kleisterlee as a Director

17,966,206,191 67.37% 17,757,742,665 98.84 208,463,526 1.16 178,114,446

3.

To re-elect Vittorio Colao as a Director

18,110,551,259 67.91% 18,077,926,299 99.82 32,624,960 0.18 33,677,673

4.

To re-elect Nick Read as a Director

18,110,527,433 67.91% 17,683,154,600 97.64 427,372,833 2.36 33,771,087

5.

To re-elect Sir Crispin Davis as a Director

18,110,012,011 67.91% 18,070,376,514 99.78 39,635,497 0.22 34,329,622

6.

To re-elect Dr Mathias Döpfner as a Director

18,109,846,999 67.91% 17,048,108,088 94.14 1,061,738,911 5.86 34,431,559

7.

To re-elect Dame Clara Furse as a Director

18,110,679,542 67.91% 18,080,426,432 99.83 30,253,110 0.17 33,649,026

8.

To re-elect Valerie Gooding as a Director

18,110,666,881 67.91% 17,972,658,200 99.24 138,008,681 0.76 33,650,448

9.

To re-elect Renee James as a Director

18,110,252,117 67.91% 18,067,476,586 99.76 42,775,531 0.24 34,022,928

10.

To re-elect Samuel Jonah as a Director

18,109,626,542 67.91% 18,055,651,780 99.70 53,974,762 0.30 34,663,577

11.

To elect Maria Amparo Moraleda Martinez as a Director in accordance with the Company’s Articles of Association

18,108,884,313 67.91% 16,318,331,374 90.11 1,790,552,939 9.89 35,432,072

12.

To re-elect David Nish as a Director 18,109,093,904 67.91% 18,002,906,234 99.41 106,187,670 0.59 35,214,958

13.

To declare a final dividend of 10.03 eurocents per ordinary share for the year ended 31 March 2017 18,115,175,840 67.93% 18,068,937,788 99.74 46,238,052 0.26 29,266,445

14.

To approve the Directors’ Remuneration Policy contained in the Remuneration Report of the Board for the year ended 31 March 2017

18,088,949,855 67.83% 17,581,245,488 97.19 507,704,367 2.81 55,312,703

15.

To approve the Annual Report on Remuneration contained in the Remuneration Report of the Board for the year ended 31 March 2017

17,786,548,952 66.70% 17,324,339,658 97.40 462,209,294 2.60 357,720,232

16.

To reappoint PricewaterhouseCoopers LLP as the Company’s auditor until the end of the next general meeting at which accounts are laid before the Company 17,419,661,319 65.32% 15,337,361,660 88.05 2,082,299,659 11.95 724,715,169

17.

To authorise the Audit and Risk Committee to determine the remuneration of the Auditor

18,111,414,880 67.92% 17,614,117,704 97.25 497,297,176 2.75 32,951,111

18.

To authorise the Directors to allot shares 18,076,700,202 67.78% 16,101,397,032 89.07 1,975,303,170 10.93 67,645,223

19.

To authorise the Directors to dis-apply pre-emption rights

18,080,592,621 67.80% 17,957,716,020 99.32 122,876,601 0.68 63,696,501

20.

To authorise the Directors to dis-apply pre-emption rights up to a further 5% for the purposes of financing an acquisition or other capital investment

18,082,584,763 67.81% 16,562,618,082 91.59 1,519,966,681 8.41 61,728,898

21.

To authorise the Company to purchase its own shares

18,119,680,862 67.95% 17,870,466,220 98.62 249,214,642 1.38 24,593,143

22.

To authorise political donations and expenditure

17,993,066,607 67.47% 17,581,848,750 97.71 411,217,857 2.29 151,261,840

23.

To authorise the Directors to call general meetings (other than annual general meetings) on a minimum of 14 clear days’ notice

18,022,384,543 67.58% 16,894,164,607 93.74 1,128,219,936 6.26 122,042,190

The number of Ordinary Shares in issue on 26 July 2017 (excluding shares held in Treasury) was 26,667,760,581.  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 cast.

Resolutions 1 to 18 and 22 were passed as Ordinary Resolutions and Resolutions 19, 20, 21 and 23 were passed as Special Resolutions.

A copy of Resolutions 22 and 23, passed as Special Business at the Annual General Meeting, have been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at: morningstar.co.uk/uk/NSM