Last checked at 25 Jul 2023 12:44
25 July 2023
Vodafone Group Plc ('Vodafone' or the 'Company')
Results of Annual General Meeting
The Annual General Meeting of the Company was held at The Pavilion, Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN on Tuesday, 25 July 2023 at 10.00 am.
Resolutions 1 to 17 (inclusive), 21 and 23 were passed as Ordinary Resolutions. Resolutions 18 to 20 (inclusive) and 22 were passed as Special Resolutions.
The results of the poll on all 23 resolutions were as follows:
| Resolution | Total votes validly cast | Percentage of relevant shares in issue (%) | For | For (% of shares voted) | Against | Against (% of shares voted) | Votes withheld |
1. | To receive the Company's accounts, the strategic report and reports of the Directors and the auditor for the year ended 31 March 2023. | 17,916,851,599 | 66.23% | 17,905,607,433 | 99.94 | 11,244,166 | 0.06 | 40,297,482 |
2. | To re-elect Jean-François van Boxmeer as a Director. | 17,919,689,823 | 66.24% | 17,249,811,331 | 96.26 | 669,878,492 | 3.74 | 37,464,316 |
3. | To re-elect Margherita Della Valle as a Director. | 17,923,240,772 | 66.25% | 17,839,044,143 | 99.53 | 84,196,629 | 0.47 | 33,938,305 |
4. | To re-elect Stephen A. Carter CBE as a Director. | 17,919,286,054 | 66.24% | 17,594,555,170 | 98.19 | 324,730,884 | 1.81 | 37,815,016 |
5. | To re-elect Michel Demaré as a Director. | 17,921,223,807 | 66.24% | 17,435,496,848 | 97.29 | 485,726,959 | 2.71 | 35,923,536 |
6. | To re-elect Delphine Ernotte Cunci as a Director. | 17,919,618,550 | 66.24% | 17,815,641,747 | 99.42 | 103,976,803 | 0.58 | 37,472,151 |
7. | To re-elect Deborah Kerr as a Director. | 17,919,750,881 | 66.24% | 17,871,772,794 | 99.73 | 47,978,087 | 0.27 | 37,405,680 |
8. | To re-elect Maria Amparo Moraleda Martinez as a Director. | 17,919,835,351 | 66.24% | 17,640,768,545 | 98.44 | 279,066,806 | 1.56 | 37,310,795 |
9. | To re-elect David Nish as a Director. | 17,919,689,670 | 66.24% | 17,603,847,388 | 98.24 | 315,842,282 | 1.76 | 37,433,161 |
10. | To elect Christine Ramon as a Director. | 17,919,670,951 | 66.24% | 17,872,557,088 | 99.74 | 47,113,863 | 0.26 | 37,476,348 |
11. | To re-elect Simon Segars as a Director. | 17,919,152,677 | 66.24% | 17,871,850,174 | 99.74 | 47,302,503 | 0.26 | 38,003,075 |
12. | To declare a final dividend of 4.50 eurocents per ordinary share for the year ended 31 March 2023. | 17,931,587,557 | 66.28% | 17,910,926,501 | 99.88 | 20,661,056 | 0.12 | 25,574,602 |
13. | To approve the Directors' Remuneration Policy set out on pages 87 to 92 of the Annual Report for the year ended 31 March 2023. | 17,521,835,449 | 64.77% | 16,676,713,036 | 95.18 | 845,122,413 | 4.82 | 435,210,254 |
14. | To approve the Annual Report on Remuneration contained in the Remuneration Report of the Board for the year ended 31 March 2023.
| 17,918,788,417 | 66.24% | 16,260,672,370 | 90.75 | 1,658,116,047 | 9.25 | 49,211,242 |
15. | 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. | 17,927,905,446 | 66.27% | 17,831,994,108 | 99.47 | 95,911,338 | 0.53 | 29,167,662 |
16. | To authorise the Audit and Risk Committee to determine the remuneration of the auditor. | 17,926,468,702 | 66.26% | 17,909,075,223 | 99.90 | 17,393,479 | 0.10 | 30,605,880 |
17. | To authorise the Directors to allot shares | 17,900,903,956 | 66.17% | 17,100,032,451 | 95.53 | 800,871,505 | 4.47 | 56,170,615 |
18.* | To authorise the Directors to dis-apply pre-emption rights. | 17,884,743,190 | 66.11% | 17,525,962,622 | 97.99 | 358,780,568 | 2.01 | 72,321,676 |
19.* | 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. | 17,896,415,371 | 66.15% | 17,452,847,432 | 97.52 | 443,567,939 | 2.48 | 60,658,607 |
20.* | To authorise the Company to purchase its own shares. | 17,921,487,887 | 66.25% | 17,737,178,172 | 98.97 | 184,309,715 | 1.03 | 35,599,672 |
21. | To authorise political donations and expenditure. | 17,916,665,344 | 66.23% | 17,674,157,338 | 98.65 | 242,508,006 | 1.35 | 40,419,177 |
22.* | To authorise the Company to call general meetings (other than AGMs) on a minimum of 14 clear days' notice. | 17,916,522,720 | 66.23% | 17,015,098,221 | 94.97 | 901,424,499 | 5.03 | 40,547,070 |
23.* | To approve the Vodafone Global Incentive Plan 2023 | 17,909,807,686 | 66.20% | 17,390,344,673 | 97.10 | 519,463,013 | 2.90 | 47,246,269 |
* Special resolution
The number of Ordinary Shares in issue on 21 July 2023 (excluding shares held in Treasury) was 27,053,260,038. 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.
In accordance with Listing Rule 9.6.2, a copy of the Resolutions, 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.
Sir Crispin Davies, Dame Clara Furse and Valerie Gooding CBE did not stand for re-election as Directors and retired from the Board with effect from the conclusion of the AGM. In accordance with section 430(2B) of the Companies Act 2006, the Company confirms that Sir Crispin Davies, Dame Clara Furse and Valerie Gooding CBE will receive payment of fees for service whilst a Director, but no other remuneration payment or payment for loss of office will be made in connection with their departure.
Following conclusion of the Annual General Meeting the composition of the Board and its Committees are as follows:
Audit and Risk Committee | Nominations and Governance Committee | Remuneration Committee | ESG Committee | Technology Committee |
David Nish (Chair)
Michel Demaré
Deborah Kerr Christine Ramon
| Jean-François van Boxmeer (Chair)Stephen A. Carter CBE
Michel Demaré
David Nish | Amparo Moraleda (Chair) Michel Demaré
Delphine Ernotte Cunci | Amparo Moraleda (Chair)
Jean-François van Boxmeer
Christine Ramon
Simon Segars
| Simon Segars (Chair)
Stephen A. Carter CBE
Delphine Ernotte Cunci
Deborah Kerr
|
David Nish is appointed as Senior Independent Director. Delphine Ernotte Cunci and Christine Ramon are also appointed as Workforce Engagement Leads.
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Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679