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 call

20

16

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

Dealing with forfeited shares

28

17

27[]July 20182021

- i -

Article No.

Page No.

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 chairmanchairof a General Meeting

51

25

Security, healthand other arrangements at General Meetings

52

26

Overflow meeting rooms

53

2627

The quorum needed for General Meetings

54

27

The procedure if there is no quorum

55

2728

Adjourning meetings

56

2728

Amending resolutions

57

28

SatelliteElectronic facilities and satellitemeeting places

58

2829

Voting Procedures

27[]July 20182021

- ii -

Article No.

Page No.

How votes are taken

59

2930

How a poll is taken

60

3031

Where there cannot be a poll

61

3031

A General Meeting continues after a poll is demanded

62

3032

Timing of a poll

63

3032

The effect of a declaration by the chairmanchair

64

3032

Voting Rights

The votes of shareholders

65

3132

Shareholders who owe money to the Company

66

3133

Suspension of rights on non-disclosure of interest

67

3133

The votes of joint holders

68

3435

Proxies

Appointment of proxies

69

3436

Completing proxy forms

70

3436

Delivering proxy forms

71

3537

Cancellation of proxy's authority

72

3638

Authority of proxies

73

3738

Representatives of companies

74

3739

Challenging votes

75

3739

Directors

The number of directors

76

3739

Qualification to be a director

77

3839

Directors' fees and expenses

78

3839

Special pay

79

3840

Directors' expenses

80

3840

Directors' pensions and other benefits

81

3940

Appointing directors to various posts

82

3941

Changing Directors

Retiring directors

83

4041

Eligibility for re-election

84

4041

Re-electing a director who is retiring

85

4041

The power to fill vacancies and appoint extra directors

86

4042

Removing and appointing directors by an ordinary resolution

87

4042

When directors are disqualified

88

4142

Director ceasing to be a member of a committee

89

4143

Directors' Meetings

Directors' meetings

90

4243

Who can call directors' meetings

91

4243

How directors' meetings are called

92

4243

Quorum

93

4243

The ChairmanChairof directors' meetings

94

4244

27[]July 20182021

- iii -

Voting at directors' meetings

Directors can act even if there are vacancies Directors' meetings by video conference and telephone Directors' written resolutions

The validity of directors' actions

Directors' Interests

Authorisation of directors' interests

Directors may have interests

Restrictions on quorum and voting

Confidential information

Directors' interests - general

Directors' Committees

Delegating powers to committees

Committee procedure

Directors' Powers

The directors' management powers

Provision for employees on cessation or transfer of business The power to establish local boards

The power to appoint attorneys Bank mandates

Name

Borrowing powers Borrowing restrictions

Alternate Directors

Alternate directors

The Secretary

The Secretary and deputy and assistant secretaries

The Seal

The Seal

Authenticating Documents

Establishing that documents are genuine

Dividends Final dividends

Fixed and interim dividends Dividends not in cash

Calculation and currency of dividends

Deducting amounts owing from dividends and other money Payments to shareholders

27[]July 20182021

Article No.

Page No.

95

4344

96

4344

97

4344

98

4345

99

4445

100

4446

101

4546

102

4647

103

4749

104

4849

105

4950

106

4951

107

4951

108

5051

109

5051

110

5152

111

5152

112

5152

113

5153

114

5153

115

5354

116

5455

117

5456

118

5557

119

5657

120

5657

121

5658

122

5658

123

5758

124

5759

- iv -

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Vodafone Group plc published this content on 28 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 May 2021 13:32:01 UTC.