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Resolutions

The resolutions proposed at the Annual General Meeting are listed here. For more details on the purpose of each of the resolutions, click the link below.

Purpose of Resolutions

Resolutions 1 to 24 have been proposed by your directors, of which Resolutions 1 to 20 will be proposed as Ordinary Resolutions and Resolutions 21 to 24 will be proposed as Special Resolutions. Resolutions 25 to 28 have been requisitioned by a group of shareholders, of which Resolutions 25 and 28 will be proposed as Special Resolutions and Resolutions 26 and 27 will be proposed as Ordinary Resolutions.

  1. To receive the report of the directors and financial statements for the year ended 31 March 2007
 
  1. That Sir John Bond, a director retiring voluntarily and offering himself for re-election, be and is hereby re-elected as a director of the Company.
 
  1. That Arun Sarin, a director retiring voluntarily and offering himself for re-election, be and is hereby re-elected as a director of the Company.
 
  1. That Dr Michael Boskin, a director retiring voluntarily and offering himself for re-election, be and is hereby re-elected as a director of the Company.
 
  1. That John Buchanan, a director retiring voluntarily and offering himself for re-election, be and is hereby re-elected as a director of the Company.
 
  1. That Andy Halford, a director retiring voluntarily and offering himself for re-election, be and is hereby re-elected as a director of the Company.
 
  1. That Anne Lauvergeon, a director retiring voluntarily and offering herself for re-election, be and is hereby re-elected as a director of the Company.
 
  1. That Professor Jürgen Schrempp, a director retiring voluntarily and offering himself for re-election, be and is hereby re-elected as a director of the Company.
 
  1. That Luc Vandevelde, a director retiring voluntarily and offering himself for re-election, be and is hereby re-elected as a director of the Company.
 
  1. That Anthony Watson, a director retiring voluntarily and offering himself for re-election, be and is hereby re-elected as a director of the Company.
 
  1. That Philip Yea, a director retiring voluntarily and offering himself for re-election, be and is hereby re-elected as a director of the Company.
 
  1. That Vittorio Colao, a director retiring in accordance with the Company’s Articles of Association, be and is hereby elected as a director of the Company.
 
  1. That Alan Jebson, a director retiring in accordance with the Company’s Articles of Association, be and is hereby elected as a director of the Company.
 
  1. That Nick Land, a director retiring in accordance with the Company’s Articles of Association, be and is hereby elected as a director of the Company.
 
  1. That Simon Murray, a director retiring in accordance with the Company’s Articles of Association, be and is hereby elected as a director of the Company.
 
  1. That the final dividend recommended by the directors of 4.41p per ordinary share for the year ended 31 March 2007 be declared payable on the ordinary shares of the Company to all members whose names appeared on the Register of Members on 8 June 2007 and that such dividend be paid on 3 August 2007.
 
  1. To approve the Remuneration Report of the Board for the year ended 31 March 2007.
 
  1. To re-appoint Deloitte & Touche LLP as auditors to the Company until the next Annual General Meeting.19. To authorise the Audit Committee to determine the remuneration of the auditors.
 
  1. To authorise the Audit Committee to determine the remuneration of the auditors.
 
  1. That the authority conferred on the directors by Article 16.2 of the Company’s Articles of Association be renewed and for this purpose;
 
20.1 the Section 80 amount be US$1,000,000,000; and
 
20.2 the prescribed period be the period ending on the date of the Annual General Meeting in 2008 or on 24 October 2008, whichever is the earlier.
 
  1. That, subject to the passing of Resolution 20, the power conferred on the directors by Article 16.3 of the Company’s Articles of Association be renewed for the prescribed period specified in Resolution 20.2 and for such period the Section 89 amount be US$290,000,000.
 
  1. That the Company be generally and unconditionally authorised for the purposes of Section 166 of the Companies Act 1985 to make market purchases (as defined in Section 163 of that Act) of ordinary shares in the capital of the Company provided that:
 
22.1 the maximum aggregate number of ordinary shares which may be purchased is 5,200,000,000;
 
22.2 the minimum price which may be paid for each ordinary share is US 11 3/7 cents;
 
22.3 the maximum price (excluding expenses) which may be paid for any ordinary share does not exceed the higher of 1) 5% above the average closing price of such shares for the five business days on the London Stock Exchange prior to the date of purchase and 2) the higher of the last independent trade and the highest current independent bid on the London Stock Exchange; and
 
22.4 this authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2008 or on 24 October 2008, whichever is the earlier, unless such authority is renewed prior to that time (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry).
 
  1. That the Company be authorised, subject to and in accordance with the provisions of the Companies Act 2006 to send, convey or supply all types of notices, documents or information to the shareholders by means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio optical technologies or any other electromagnetic means, including by making such notices, documents or information available on a website.
 
  1. That the proposed articles of association contained in the document marked “A” submitted to this Annual General Meeting and initialled for the purposes of identification by the Chairman be approved and adopted as the new Articles of Association of the Company, in substitution for and to the exclusion of the existing Articles of Association with effect from the end of this meeting.

Your directors are recommending that shareholders vote FOR Resolutions 1 to 24.

  1. That pursuant to the provisions of Article 114.2 of the Company’s Articles of Association, and notwithstanding the provisions of Article 114.1 of the Company’s Articles of Association, the directors of the Company shall act in accordance with such directions as may be given to them by ordinary resolution at any general meeting of the Company taking place on or before 1 January 2009.
 
  1. That unless proposals are put to the shareholders of the Company in general meeting to alter the capital structure of the Company by either:
 
26.1 sub-dividing the Company’s issued ordinary shares into:
 
(i)      new ordinary shares of a smaller nominal value; and
 
(ii)    a new class of listed tracking shares representing the Company’s 45 percent economic interest in Cellco Partnership (doing business as Verizon Wireless) and entitling the holders thereof to receive dividends based on the Company’s net earnings attributable to, and dividends received from, Cellco Partnership (doing business as Verizon Wireless), accounted for separately; to receive the net proceeds from the sale or other disposal of the Company’s interest in Cellco Partnership (doing business as Verizon Wireless); and to such other rights and preferences as the board sees fit; or
 
26.2 adopting a scheme of arrangement under s425 Companies Act 1985 that introduces a new group holding company with a capital structure that includes the following, each of which will be issued pro rata to existing shareholders in consideration for the cancellation of their shares in the Company:
 
(i)      a new class of listed tracking shares representing the Company’s 45 percent economic interest in Cellco Partnership (doing business as Verizon Wireless) and entitling the holders thereof to receive dividends based on the new group holding company’s net earnings attributable to, and dividends received from, Cellco Partnership (doing business as Verizon Wireless), accounted for separately; to receive the net proceeds from the sale or other disposal of the new group holding company’s interest in Cellco Partnership (doing business as Verizon Wireless); and to such other rights and preferences as the board sees fit; and
 
(ii)    100 percent of the ordinary shares of the new group holding company; or
 
26.3 adopting a scheme of arrangement under s425 Companies Act 1985 under which shareholders of the Company receive, pro rata to their shareholdings in the Company, in consideration for the cancellation of their shares in the Company:
 
(i)      100% of the ordinary shares of a new holding company that owns, directly or indirectly, the Company’s entire interest in Cellco Partnership (doing business as Verizon Wireless); and
 
(ii)    100% of the ordinary shares of a second new holding company that owns, directly or indirectly, the Company’s other assets
 
by 31 March 2008, all fees payable to the directors of the Company pursuant to the provisions of Article 85 of the Articles of Association of the Company for their services as directors of the Company after that date shall (by reason of this resolution and Article 85.2 of the Articles of Association of the Company) be allocated and paid solely to the Chairman of the Board of Directors of the Company.
 
  1. That unless proposals are put to the shareholders of the Company in general meeting to amend the capital structure of the Company by adopting a scheme of arrangement under s425 Companies Act 1985 that introduces a new group holding company with a capital structure that includes the following, each of which will be issued pro rata to existing shareholders in consideration for the cancellation of their shares in the Company:
 
(i)      at least £0.65 principal amount of new listed bonds per issued share in the Company, issued or guaranteed by such holding company or the Company, denominated in such currencies as the board sees fit and bearing interest at such rate and containing such other terms as the board determines, with the advice of the Company’s financial advisors, will result in such bonds trading at par upon issuance; and
 
(ii)    100 percent of the ordinary shares of the new group holding company
 
by 31 March 2008, all fees payable to the directors of the Company pursuant to the provisions of Article 85 of the Articles of Association of the Company for their services as directors of the Company after that date shall (by reason of this resolution and Article 85.2 of the Articles of Association of the Company) be allocated and paid solely to the Chairman of the Board of Directors of the Company.
 
  1. That the Articles of Association of the Company be amended by the inclusion of the following article to be designated article 189:
 
“Shareholder approval of certain acquisitions
 
The Company may not, at any time prior to 31 March 2010, directly or through any direct or indirect subsidiary of the Company, acquire or enter into an agreement to acquire the assets, undertaking, shares, or other equity securities of any person (other than the Company or a person which was a subsidiary of the Company on 31 March 2007) where the aggregate consideration, in the case of any one acquisition, exceeds £1,000,000,000 and, in the case of all transactions completed or agreed to in any consecutive 24 month period, exceeds £5,000,000,000 without the previous sanction of a special resolution of the Company, unless the board shall have submitted to a vote of the shareholders of the Company a resolution to alter the capital structure of the Company through a scheme of arrangement under s425 Companies Act 1985 whereby either:
 
28.1 a new group holding company is formed to hold 100% of the share capital of the Company and the new group holding company issues to the existing shareholders of the Company, pro rata to their shareholdings in the Company, in consideration for the cancellation of their shares in the Company:
 
(i)      at least £0.65 principal amount of new listed bonds per issued share in the Company, issued or guaranteed by such holding company or the Company, denominated in such currencies as the board sees fit and bearing interest at such rate and containing such other terms as the board determines, with the advice of the Company’s financial advisors, will result in such bonds trading at par upon issuance;
 
(ii)    a new class of listed tracking shares representing in aggregate 100% of the Company’s 45% economic interest in Cellco Partnership (doing business as Verizon Wireless) and entitling the holders thereof to receive dividends based on the new group holding company’s net earnings attributable to, and dividends received from, Cellco Partnership (doing business as Verizon Wireless), accounted for separately; to receive the net proceeds from the sale or other disposal of the new group holding company’s interest in Cellco Partnership (doing business as Verizon Wireless); and to such other rights and preferences as the board sees fit; and
 
(iii)   100% of the ordinary shares in such new group company; or
 
28.2 the existing shareholders of the Company receive, pro rata to their shareholdings in the Company, in consideration for the cancellation of their shares in the Company:
 
(i)        100% of the ordinary shares of a new holding company that owns, directly or indirectly, the Company’s entire interest in Cellco Partnership (doing business as Verizon Wireless);
 
(ii)      100% of a second new holding company that owns, directly or indirectly, the Company’s other assets; and
 
(iii)     at least £0.65 principal amount of new listed bonds per issued share in the Company, issued or guaranteed by either or both of such holding companies or by the Company, denominated in such currencies as the board sees fit and bearing interest at such rate and containing such other terms as the board determines, with the advice of the Company’s financial advisors, will result in such bonds trading at par upon issuance.”

Your directors are recommending that shareholders vote AGAINST Resolutions 25 to 28 for the reasons given in Appendix II.