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
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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
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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
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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 |
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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.