Vodafone Group PLC — AGM Information 2023

Jul 25, 2023

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title: Company No:
author: CLee
date: 2023-07-17 14:35:00+00:00

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VODAFONE GROUP PLC

(Company number: 01833679)

Annual General Meeting 2023

Special Business

At the Annual General Meeting of Vodafone Group Plc, held on Tuesday 25 July 2023, the following Resolutions were passed as special business:

Authority to allot shares

1. To renew the Board’s power under Article 11.2 of the Company’s Articles of Association to allot shares, grant rights to subscribe for shares and to convert any security into shares in the Company:

up to an aggregate nominal amount of US$1,885,318,004 (the ‘Section 551 Amount’); and

up to a further aggregate nominal amount of US$1,885,318,004 only for the purposes of a rights issue:

to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and

to people who are holders of or otherwise have rights to other equity securities if this is required by the rights of those securities or, if the Board considers it necessary, as permitted by the rights of those securities,

subject, in both cases, to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter. The Directors may use this power until the earlier of the end of the next annual general meeting of the Company or the close of business on 30 September 2024. This authority replaces all previous authorities.

Disapplication of pre-emption rights

1. If Resolution 17 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

to the allotment of equity securities and sale of treasury shares in connection with a pre-emptive offer (as defined in the Company’s Articles of Association); and

to the allotment of equity securities and sale of treasury shares (otherwise than under paragraph a. above) up to an aggregate nominal amount of US$282,797,701 (the ‘Section 561 Amount’,

such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 30 September 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

1. If Resolution 17 is passed, the Board be authorised in addition to any authority granted under Resolution 18 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/ or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of US$282,797,701; and

used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the 2015 Statement of Principles,

such authority to expire at the end of the next annual general meeting of the Company (or if earlier, at the close of business on 30 September 2024) but, in each case, prior to its expiry, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Purchase of own shares

20 To authorise the Company, for the purposes of Section 701 of the Companies Act 2006, to make market purchases (as defined in Section 693 of the Companies Act 2006) of ordinary shares of 20 20/21 US cents each in the capital of the Company provided that:

the maximum aggregate number of ordinary shares which may be purchased is 2,699,430,143;

the minimum price which may be paid for each ordinary share is 2020⁄21 US cents;

the maximum price (excluding expenses) which may be paid for any ordinary share does not exceed the higher of:

5 percent above the average closing price of such shares on the London Stock Exchange Daily Official List for the five business days prior to the date of purchase; and

the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.

This authority will expire at the earlier of the end of the next annual general meeting of the Company or at the close of business on 30 September 2024,

Political donations and expenditure

21 To authorise the Company and its subsidiaries during the period this Resolution has effect, for the purposes of Part 14 of the Companies Act 2006:

to make political donations to political parties, and/or independent election candidates not exceeding £100,000;

to make political donations to political organisations other than political parties not exceeding £100,000; and

to incur political expenditure not exceeding £100,000,

provided that the aggregate of donations and expenditures under (a), (b) and (c) does not exceed £100,000.

All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Companies Act 2006 are revoked without prejudice to any donation made or expenditure incurred before those authorisations or approvals were revoked. This authority will expire at the earlier of the end of the next annual general meeting of the Company or at the close of business on 30 September 2024.

Words and expressions defined for the purpose of the Companies Act 2006 have the same meaning in this Resolution.

Consent to short notice

22 To authorise the Board to call General Meetings (other than Annual General Meetings) on a minimum of 14 clear days’ notice.

Maaike de Bie

Company Secretary

25 July 2023