224 Vodafone Group Plc Annual Report 2025 Shareholder information continued Unaudited information Major shareholders As at 27 May 2025, J.P. Morgan, as custodian of our ADR programme, held approximately 13.88% of our ordinary shares of 2020/21 US cents each as nominee. At this date, the total number of ADRs outstanding was 343,981,910. As at 27 May 2025, 1,132 holders of ordinary shares had registered addresses in the United States and held a total of approximately 0.01% of the ordinary shares of the Company. As at 31 March 2025, the following voting rights and percentage interests in the ordinary share capital of the Company, disclosable under the Disclosure Guidance and Transparency Rule (‘DTR’) 5, had been notified to the Directors. Shareholder Voting rights Shareholding 1 Emirates Telecommunications Group Company PJSC (‘e&’) 3,944,743,685 15.009711% BlackRock, Inc. 1,743,626,604 6.50% Liberty Global plc 1,355,000,000 5.018300% Norges Bank 803,179,853 3.0004% Notes: 1. The percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with DTR 5. 2. On 14 February 2025, e& and two of its affiliates reported a total shareholding in Vodafone of 15.62% as of 11 February 2025 in a Schedule 13D filing with the SEC’ The Company is not aware of any other changes in the interests disclosed under DTR 5 between 31 March 2025 and 2 June 2025. As far as the Company is aware, between 1 April 2022 and 3 June 2025, no shareholder held 3% or more of the voting rights attributable to the ordinary shares of the Company other than (i) J.P. Morgan, as custodian of our ADR program and (ii) e&, BlackRock, Inc., Liberty Global plc and Norges Bank (as described above).
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The rights attaching to the ordinary shares of the Company held by these shareholders are identical in all respects to the rights attaching to all the ordinary shares of the Company. As at 3 June 2025, the Directors are not aware of any other interest of 3% or more in the ordinary share capital of the Company. The Company is not directly or indirectly owned or controlled by any foreign government or any other legal entity. There are no arrangements known to the Company that could result in a change of control of the Company. Other information Articles of Association and applicable English law The following description summarises certain provisions of the Company’s Articles of Association and applicable English law. This summary is qualified in its entirety by reference to the Companies Act 2006 and the Company’s Articles of Association. The Company is a public limited company under the laws of England and Wales. The Company is registered in England and Wales under the name Vodafone Group Public Limited Company with the registration number 1833679. Full details of where copies of the Articles of Association can be obtained are detailed on page 226 under ‘Documents on display’. All of the Company’s ordinary shares are fully paid. Accordingly, no further contribution of capital may be required by the Company from the holders of such shares. English law specifies that any alteration to the Articles of Association must be approved by a special resolution of the Company’s shareholders. Articles of Association The Company’s Articles of Association do not specifically restrict the objects of the Company.
Directors The Directors are empowered under the Articles of Association to exercise all the powers of the Company subject to any restrictions in the Articles of Association, the Companies Act 2006 (as defined in the Articles of Association) and any special resolution. Under the Company’s Articles of Association, a Director cannot vote in respect of any proposal in which the Director, or any person connected with the Director, has a material interest other than by virtue of the Director’s interest in the Company’s shares or other securities. However, this restriction on voting does not apply in certain circumstances as set out in the Articles of Association. The Directors are empowered to exercise all the powers of the Company to borrow money, subject to the limitation that the aggregate amount of all liabilities and obligations of the Group outstanding at any time shall not exceed an amount equal to 1.5 times the aggregate of the Group’s share capital and reserves calculated in the manner prescribed in the Articles of Association, unless sanctioned by an ordinary resolution of the The Company can make market purchases of its own shares or agree to do so in the future provided it is duly authorised by its members in a general meeting and subject to and in accordance with section 701 of the Companies Act 2006. Such authority was given at the 2024 AGM. The Company will be seeking a renewal of its current permission from shareholders to purchase up to 15% of its own shares at the 2025 AGM. Company’s shareholders. Purchase of own shares In March 2024, following a broad capital allocation review and consideration of the investment profile within the Group’s reshaped strategic footprint, we announced the intention to commence a share buyback programme following the sale of Vodafone Spain to Zegona Communications Plc and the opportunity for further share buybacks following the sale of Vodafone Italy to Swisscom AG.
Between (i) 15 May 2024 and 6 August 2024, (ii) 7 August 2024 and 13 November 2024, (iii) 14 November 2024 and 23 January 2025 and (iv) 4 February 2025 and 19 May 2025, Vodafone undertook non-discretionary share buyback programmes with Morgan Stanley & Co. International Plc, Goldman Sachs International, Citigroup Global Markets Limited, and Goldman Sachs International respectively following the sale of Vodafone Spain to Zegona Communications Plc. Following the completion of the sale of Vodafone Italy to Swisscom AG on 31 December 2024, the Board approved the launch of a further non- discretionary share buyback programme of up to €2 billion, split into quarterly rolling programmes. As part of this, an initial €500 million share buyback programme commenced on 20 May 2025 with Citigroup Global Markets Limited. As at 27 May 2025, the Company has purchased 1,804,297,088 ordinary shares under those programmes, which is below the number permitted to be purchased by the Company pursuant to the authority granted by the shareholders at the 2024 AGM. Directors are not required under the Company’s Articles of Association to hold any shares of the Company as a qualification to act as a Director, although the Executive Directors are required to under the Company’s Remuneration Policy. At each AGM, all Directors who are to remain on the Board, shall offer themselves for election or re-election, as applicable, in accordance with the Company’s Articles of Association and in the interests of good corporate governance. Read more on the Remuneration Policy on pages 107–112
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