Vodafone 2024 Annual Report

111 Vodafone Group Plc Annual Report 2024

Strategic report



Other information

The shareholding requirements include a post-employment condition whereby the Executive Directors will need to continue to hold shares equivalent to the value of their requirement at the date of departure (or actual holding on departure if the requirement has not been reached during employment) for a further two years post-employment. The Committee has a number of processes in place to ensure this condition is met, including executives agreeing to these terms prior to receiving an award, executives holding the majority of their shares (and at least up to the value of their requirement) in a Company-accessible account, and the Committee having the ability to lapse any unvested GLTI awards if the condition is not met. Collectively the Executive Committee, including the Executive Directors, owned 28,937,317 Vodafone shares at 31 March 2024, with a value of over £19.6 million. None of the Executive Committee members’ shareholdings amounts to more than 1% of the issued shares in that class of share, excluding treasury shares. Directors’ interests in the shares of the Company (audited) A summary of interests in shares and scheme interests of the Directors who served during the year is given below. More details of the outstanding shares subject to award are set out in the table below. Neither Executive Director held any options at 31 March 2024.

Unvested with performance conditions (at target)

Total number of interests in shares (at maximum) 1 18,350,321 8,280,854 26,631,175

Unvested with performance conditions (at maximum)

At 31 March 2024

Executive Directors Margherita Della Valle

9,106,588 2,802,512 11,909,100

15,177,647 4,670,854 19,848,501

Luka Mucic


Note: This includes both owned shares and the maximum number of unvested share awards. The total number of interests in shares includes interests of connected persons, unvested share awards and share options. At 31 March 2024

Total number of interests in shares

Non-Executive Directors Stephen A. Carter CBE Delphine Ernotte Cunci

107,598 30,000 34,500 100,000 150,000 28,970 30,000 – 107,018 40,000 1,208,998 –

Sir Crispin Davis (position at retirement) Hatem Dowidar (appointed 19 February 2024) Dame Clara Furse (position at retirement) Michel Demaré Valerie Gooding (position at retirement)

Deborah Kerr Amparo Moraleda David Nish Christine Ramon Simon Segars

(ADRs) 12,000 1

Jean-François van Boxmeer

Note: 1. One ADR is equivalent to 10 ordinary shares.

Other than those individuals included in the tables above who were Board members at 31 March 2024, members of the Group’s Executive Committee at 31 March 2024 had an aggregate beneficial interest in 22,154,643 ordinary shares of the Company. At 14 May 2024, the Directors had an aggregate beneficial interest in 8,418,288 ordinary shares of the Company and the Executive Committee members had an aggregate beneficial interest in 21,503,820 ordinary shares of the Company. None of the Directors or the Executive Committee members had an individual beneficial interest amounting to greater than 1% of the Company’s ordinary shares. Performance share awards The maximum numbers of shares subject to outstanding awards that have been granted to Directors under the long-term incentive (‘GLTI’) plan are currently as follows:

2022 award Awarded: August 2021 Performance period ending: March 2024 Vesting date: August 2024 Share price at grant: 116.8 pence

2023 award Awarded: July 2022/February 2023 Performance period ending: March 2025 Vesting date: July 2025 Share price at grant: 122.4 pence

2024 award Awarded: July 2023/November 2023 Performance period ending: March 2026 Vesting date: July 2026 Share price at grant: 77.5 pence

GLTI performance share awards Margherita Della Valle



8,061,395 4,670,854

Luka Mucic

Note: 1. The Committee will review the performance outcome of all awards to assess whether any windfall gains are present at the point of vest. Details of the performance conditions for the awards can be found on pages 108 to 110 or in the Remuneration Report from the relevant year.

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