Vodafone : Result of the AGM 2020

VODAFONE GROUP PLC

RESULTS OF ANNUAL GENERAL MEETING

Results of Annual General Meeting

The Annual General Meeting of Vodafone Group Plc was held at The Pavilion, Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN as a closed meeting on Tuesday 28 July 2020 at 11.00 am.

The results of polls on all 25 resolutions were as follows:

	Resolution	Total votes	Percentage	For	For (%	Against	Against	Votes
		validly cast	of relevant		of		(% of	withheld
			shares in		shares		shares
			issue (%)		voted)		voted)
1.	To receive the
	Company's
	accounts, the
	strategic report
	and reports of
	the Directors
	and the auditor
	for the year
	ended 31
	March 2020.	17,835,894,356	66.49%	17,545,806,649	98.37	290,087,707	1.63	184,821,641
2.	To elect Jean-
	François van
	Boxmeer as a
	Director.	18,005,525,345	67.12%	16,162,290,120	89.76	1,843,235,225	10.24	15,178,924
3.	To re-elect
	Gerard
	Kleisterlee as a
	Director.	17,997,519,613	67.09%	17,782,168,669	98.80	215,350,944	1.20	23,184,663
4.	To re-elect Nick
	Read as a
	Director.	17,876,383,539	66.64%	17,838,678,506	99.79	37,705,033	0.21	144,309,996
5.	To re-elect
	Margherita
	Della Valle as a
	Director.	18,007,285,095	67.13%	17,723,749,046	98.43	283,536,049	1.57	13,413,286
6.	To re-elect Sir
	Crispin Davis as
	a Director.	18,005,469,337	67.12%	17,938,786,382	99.63	66,682,955	0.37	15,234,304
7.	To re-elect
	Michel Demaré
	as a Director.	18,005,290,985	67.12%	17,675,507,845	98.17	329,783,140	1.83	15,405,511
8.	To re-elect
	Dame Clara
	Furse as a
	Director.	18,006,324,315	67.13%	17,958,941,664	99.74	47,382,651	0.26	14,377,190

9 To re-elect Valerie Gooding

	as a Director.	17,980,920,270	67.03%	17,778,165,236	98.87	202,755,034	1.13	39,788,088
10.	To re-elect
	Renee James as
	a Director.	18,004,826,956	67.12%	15,624,114,054	86.78	2,380,712,902	13.22	15,868,579
11.	To re-elect
	Maria Amparo
	Moraleda
	Martinez as a
	Director.	18,006,035,579	67.13%	17,928,139,248	99.57	77,896,331	0.43	14,650,052
12.	To re-elect
	Sanjiv Ahuja as
	a Director.	18,005,397,654	67.12%	17,961,158,199	99.75	44,239,455	0.25	15,292,296
13.
				RESOLUTION WITHDRAWN
14.	To re-elect
	David Nish as a
	Director.	18,005,945,761	67.13%	17,556,677,676	97.50	449,268,085	2.50	14,759,610
15.	To declare a
	final dividend
	of 4.50
	eurocents per
	ordinary share
	for the year
	ended 31
	March 2020.	18,012,269,059	67.15%	17,743,257,151	98.51	269,011,908	1.49	8,443,173
16.	To approve the
	Directors'
	Remuneration
	Policy set out
	on pages 102 to
	107 of the
	Annual Report.	17,835,162,810	66.49%	17,195,227,349	96.41	639,935,461	3.59	185,334,870
17.	To approve the
	Annual Report
	on
	Remuneration
	contained in
	the
	Remuneration
	Report of the
	Board for the
	year ended 31
	March 2020.
		17,961,819,272	66.96%	17,153,884,741	95.50	807,934,531	4.50	58,861,777

18. To re-appoint Ernst & Young LLP as the Company's auditor until the end of the

	next general
	meeting at
	which accounts
	are laid before
	the Company.	18,011,883,038	67.15%	17,956,467,585	99.69	55,415,453	0.31	8,818,018
19.	To authorise
	the Audit and
	Risk Committee
	to determine
	the
	remuneration
	of the auditor.	18,008,026,816	67.13%	17,936,353,590	99.60	71,673,226	0.40	12,662,719
20.	To authorise
	the Directors to
	allot shares	18,000,957,692	67.11%	16,474,862,108	91.52	1,526,095,584	8.48	19,719,054
21.	To authorise
	the Directors to
	dis-apply pre-
	emption rights.	17,991,931,825	67.07%	17,588,539,002	97.76	403,392,823	2.24	28,746,598
22.	To authorise
	the Directors to
	dis-apply pre-
	emption rights
	up to a further
	5 per cent for
	the purposes of
	financing an
	acquisition or
	other capital
	investment.	17,993,708,523	67.08%	17,510,605,282	97.32	483,103,241	2.68	26,982,435
23.	To authorise
	the Company to
	purchase its
	own shares.	17,994,821,370	67.08%	17,535,797,880	97.45	459,023,490	2.55	25,872,888
24.	To authorise
	political
	donations and
	expenditure.	18,002,952,626	67.11%	17,514,773,647	97.29	488,178,979	2.71	17,743,696
25.	To authorise
	the Company to
	call general
	meetings (other
	than AGMs) on
	a minimum of
	14 clear days'
	notice.	17,928,768,742	66.84%	16,795,515,514	93.68	1,133,253,228	6.32	91,923,634
26.	To approve the
	rules of the
	Vodafone Share
	Incentive Plan
	(SIP)	18,000,670,429	67.11%	17,901,440,411	99.45	99,230,018	0.55	20,008,628

The number of Ordinary Shares in issue on 24 July 2020 (excluding shares held in Treasury) was 26,824,278,985. Shareholders are entitled to one vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

Resolutions 1 to 12, 14 to 20 (inclusive), 24 and 26 were passed as Ordinary Resolutions. Resolutions 21, 22, 23 and 25 were passed as Special Resolutions.

In accordance with Listing Rule 9.6.2, a copy of Resolutions 24 and 25, passed as Special Business at the Annual General Meeting, have been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For further information:
Vodafone Group
Media Relations	Investor Relations
www.vodafone.com/media/contact	[e-mail]