Notice is hereby given that the twenty-fourth Annual General Meeting of Vodafone Group Plc (“the Company”) will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1 on Tuesday, 29 July 2008 at 11.00 a.m. to transact the business set out in the resolutions below. Resolutions 1 to 17, 20 and 22 will be proposed as Ordinary Resolutions and Resolutions 18, 19 and 21 will be proposed as Special Resolutions. Voting on all Resolutions will be by way of a poll.
Download the full text for the resolutions that will be voted on at the AGM and the explantory information.
Stephen Scott
Secretary
Vodafone House, The Connection, Newbury,
Berkshire RG14 2FN, England
10 June 2008
Notes:
1. A shareholder is entitled to appoint another person as his Proxy to exercise all or any of their rights to attend and to speak and vote at the Annual General Meeting. A shareholder may appoint more than one Proxy in relation to the Annual General Meeting provided that each Proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A Proxy need not also be a shareholder of the Company. A Form of Proxy is enclosed. Shareholders who have lodged a Proxy (whether by post, via the Internet, by submitting a CREST message (if applicable) or by telephone to the dedicated Vodafone Annual General Meeting Proxy Voting line) are not precluded from attending and voting at the meeting themselves.
2. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a “Nominated Person”) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a Proxy for the Annual General Meeting. If a Nominated Person has no such Proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The rights relating to Proxy appointments in Note 1 do not apply to Nominated Persons.
3. Entitlement to attend and vote at the Annual General Meeting, and the number of votes which may be cast at the Annual General Meeting, will be determined by reference to the Company’s register of members at 11.00am on Sunday, 27 July 2008 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.
4. Copies of the service contracts of the directors of the Company and the terms and conditions of appointment of all non-executive directors of the Company, a copy of the Company’s current Memorandum and Articles of Association, a copy of a document marked “A” containing the full amended terms of the proposed articles of association referred to in Resolution 21.1, a copy of a document marked “B” containing the full amended terms of the proposed articles of association referred to in Resolution 21.2, a copy of the rules of the Plan referred to in Resolution 22 and a copy of this Notice of Meeting will be available for inspection at the registered office of the Company and the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ during normal business hours on any weekday (excluding Saturday, Sunday and public holidays) from the date of Notice of AGM until (and including) the date of the Annual General Meeting and at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1 from 10.30 a.m. on that date until the conclusion of the meeting.
5. A copy of the document marked “A” containing the full amended terms of the proposed articles of association referred to in Resolution 21.1, a copy of a document marked “B” containing the full amended terms of the proposed articles of association referred to in Resolution 21.2, a copy of the rules of the Plan referred to in Resolution 22 and a copy of this Notice of Meeting are also available for viewing on the Company’s website (www.vodafone.com/agm).
6. As at 30 May 2008, which is the latest practicable date before publication of this Notice, the Company’s issued share capital comprised 58,258,641,807 ordinary shares of US$0.11 3/7 each (including treasury shares), 50,000 7 per cent. cumulative fixed rate shares of £1 each, and 87,429,138 B shares of 15 pence each. The holders of ordinary shares are entitled to attend and vote at general meetings of the Company. On a vote by show of hands every ordinary shareholder who is present has one vote and every proxy present who has been duly appointed by a shareholder entitled to vote has one vote. On a vote by poll every ordinary shareholder who is present in person or by proxy has one vote for every ordinary share held. The holders of 7 per cent. cumulative fixed rate shares and B shares are only entitled to attend and vote at general meetings of the Company in very limited circumstances, as set out in the Articles of Association of the Company.
7. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the Chairman of the meeting as its corporate representative to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of appointment letter if the Chairman is being appointed as described in (i) above.
8. CREST members who wish to appoint and/or give instructions to a proxy or proxies through the CREST electronic proxy appointment service may do so through the Company’s Registrars (the Issuer’s Agent) by the latest time for receipt of proxy appointments as set out on the Form of Proxy. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company’s Registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.