Vodafone : Changes to Articles of Association

Company Number: 1833679

The Companies Acts

Public Company Limited by Shares

ARTICLES OF ASSOCIATION

OF

VODAFONE GROUP PUBLIC LIMITED COMPANY

TABLE OF CONTENTS

	Article No.	Page No.
Preliminary Articles
Table A and other standard regulations do not apply	1	1
The meaning of words and phrases used in the Articles	2	1
Shareholders' Liabilities	3	7
Fixed Rate Shares
Right of Fixed Rate Shares to profits	4	7
Right of Fixed Rate Shares to capital	5	8
Voting rights of Fixed Rate Shares	6	8
Varying the rights of Fixed Rate Shares	7	9
Shares
Fractions of shares	8	9
The power to reduce capital	9	10
The special rights of new shares	10	10
The directors' power to deal with shares	11	10
Power to pay commission and brokerage	12	12
No trusts or similar interests recognised	13	12
Shares in Uncertificated Form
Holding shares in uncertificated form and effect of the CREST	14	12
Regulations
Share Certificates
Certificates	15	13
Replacement share certificates	16	15
Calls on Shares
The directors can make calls on shares	17	15
The liability for calls	18	16
Interest and expenses on unpaid calls	19	16
Sums which are payable when a share is allotted are treated as a	20	16
call
Calls can be for different amounts	21	16
Paying calls early	22	16
Forfeiting Shares
Notice following non-payment of a call	23	17
Contents of the notice	24	17
Forfeiture if the notice is not complied with	25	17
Forfeiture will include unpaid dividends	26	17
Surrender	27	17

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	Article No.	Page No.
Dealing with forfeited shares	28	17
Cancelling forfeiture	29	18
The position of shareholders after forfeiture	30	18
Liens on Partly-Paid Shares
The Company's lien on shares	31	18
Enforcing the lien by selling the shares	32	18
Using the proceeds of the sale	33	19
Evidence of forfeiture or enforcement of lien	34	19
Changing Shares Rights
Changing the special rights of shares	35	19
More about the special rights of shares	36	20
Transferring Shares
Share transfers	37	20
More about transfers of shares in certificated form	38	21
The Company can refuse to register certain transfers	39	21
Overseas branch registers	40	22
Persons Automatically Entitled to Shares by Law
When a shareholder dies	41	22
Registering personal representatives	42	22
A person who wants to be registered must give notice	43	22
Having another person registered	44	22
The rights of people automatically entitled to shares by law	45	23
Prior notices binding	46	23
Shareholders Who Cannot Be Traced
Shareholders who cannot be traced	47	23
General Meetings
The Annual General Meeting	48	24
Calling a General Meeting	49	24
Notice of General Meetings	50	25
Proceedings at General Meetings
The chair of a General Meeting	51	25
Security, health and other arrangements at General Meetings	52	26
Overflow meeting rooms	53	27
The quorum needed for General Meetings	54	27
The procedure if there is no quorum	55	28
Adjourning meetings	56	28
Amending resolutions	57	28
Electronic facilities and satellite meeting places	58	29

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	Article No.	Page No.
Voting Procedures
How votes are taken	59	30
How a poll is taken	60	31
Where there cannot be a poll	61	31
A General Meeting continues after a poll is demanded	62	32
Timing of a poll	63	32
The effect of a declaration by the chair	64	32
Voting Rights
The votes of shareholders	65	32
Shareholders who owe money to the Company	66	33
Suspension of rights on non-disclosure of interest	67	33
The votes of joint holders	68	35
Proxies
Appointment of proxies	69	36
Completing proxy forms	70	36
Delivering proxy forms	71	37
Cancellation of proxy's authority	72	38
Authority of proxies	73	38
Representatives of companies	74	39
Challenging votes	75	39
Directors
The number of directors	76	39
Qualification to be a director	77	39
Directors' fees and expenses	78	39
Special pay	79	40
Directors' expenses	80	40
Directors' pensions and other benefits	81	40
Appointing directors to various posts	82	41
Changing Directors
Retiring directors	83	41
Eligibility for re-election	84	41
Re-electing a director who is retiring	85	41
The power to fill vacancies and appoint extra directors	86	42
Removing and appointing directors by an ordinary resolution	87	42
When directors are disqualified	88	42
Director ceasing to be a member of a committee	89	43
Directors' Meetings
Directors' meetings	90	43
Who can call directors' meetings	91	43
How directors' meetings are called	92	43
Quorum	93	43

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	Article No.	Page No.
The Chair of directors' meetings	94	44
Voting at directors' meetings	95	44
Directors can act even if there are vacancies	96	44
Directors' meetings by video conference and telephone	97	44
Directors' written resolutions	98	45
The validity of directors' actions	99	45
Directors' Interests
Authorisation of directors' interests	100	46
Directors may have interests	101	46
Restrictions on quorum and voting	102	47
Confidential information	103	49
Directors' interests - general	104	49
Directors' Committees
Delegating powers to committees	105	50
Committee procedure	106	51
Directors' Powers
The directors' management powers	107	51
Provision for employees on cessation or transfer of business	108	51
The power to establish local boards	109	51
The power to appoint attorneys	110	52
Bank mandates	111	52
Name	112	52
Borrowing powers	113	53
Borrowing restrictions	114	53
Alternate Directors
Alternate directors	115	54
The Secretary
The Secretary and deputy and assistant secretaries	116	55
The Seal
The Seal	117	56
Authenticating Documents
Establishing that documents are genuine	118	57
Dividends
Final dividends	119	57
Fixed and interim dividends	120	57
Dividends not in cash	121	58
Calculation and currency of dividends	122	58
Deducting amounts owing from dividends and other money	123	58

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