Resolutions

The Annual General Meeting of Vodafone Group Plc was held at the Queen Elizabeth
II Conference Centre, Broad Sanctuary, Westminster, London SW1 on Tuesday 29
July 2008.

The results of polls on all 22 resolutions were as follows:


Resolution For Against Votes withheld
1. Receive directors' report and financial statements 36,504,589,675 56,604,650 51,455,419
2. Re-elect Sir John Bond as a director 36,232,849,160 341,626,044 38,210,921
3. Re-elect John Buchanan as a director 36,538,669,472 35,131,233 38,730,378
4. Re-elect Vittorio Colao as a director 36,538,678,224 35,535,718 38,388,965
5. Re-elect Andy Halford as a director 36,540,969,789 34,943,809 38,616,051
6. Re-elect Alan Jebson as a director 36,536,990,814 35,059,178 40,436,426
7. Re-elect Nick Land as a director 35,871,183,693 363,518,539 377,751,526
8. Re-elect Anne Lauvergeon as a director 36,531,722,660 39,773,609 39,946,958
9. Re-elect Simon Murray as a director 36,471,981,915 98,560,301 41,473,225
10. Re-elect Luc Vandevelde as a director 36,529,933,620 40,058,070 42,413,419
11. Re-elect Anthony Watson as a director 36,537,497,869 36,976,793 37,952,358
12. Re-elect Philip Yea as a director 36,536,082,072 37,330,531 39,059,661
13. Approve the final dividend of 5.02 pence per share 36,576,872,760 9,103,199 26,934,543
14. Approve the Remuneration Report 33,638,939,774 1,343,353,440 1,613,384,125
15. Re-appoint Deloitte & Touche LLP as auditors 35,912,606,374 172,873,009 527,031,792
16. Authorise the Audit Committee to determine the auditors' remuneration 36,310,214,071 88,045,588 214,288,746
17. Authority to allot shares 34,475,525,727 2,086,482,650 50,441,250
18. Disapplication of pre-emption rights 34,637,995,524 1,916,361,295 58,217,976
19. Approval of market purchases of ordinary shares 36,483,612,453 94,960,164 34,119,386
20. Political donations 35,748,611,369 767,149,678 96,876,369
21. Adopt new Articles of Association 35,908,127,671 385,242,744 319,153,641
22. Approval of 2008 Sharesave Plan 36,433,590,749 122,513,740 57,154,262

Resolutions 1 to 17, 20 and 22 were passed as ordinary resolutions and
resolutions 18, 19 and 21 were passed as special resolutions.

Stephen Scott

Group General Counsel and Company Secretary

 

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