REG - Vodafone Group Plc - Result of AGM

VodafoneAnnouncement

25/07/2023 12:45

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RNS Number : 1374H  Vodafone Group Plc  25 July 2023

 

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      17,916,851,599            66.23%                                      17,905,607,433  99.94                    11,244,166     0.06                         40,297,482
       Directors and the auditor for the year ended 31 March 2023.
 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   17,931,587,557            66.28%                                      17,910,926,501  99.88                    20,661,056     0.12                         25,574,602
       ended 31 March 2023.
 13.   To approve the Directors' Remuneration Policy set out on pages 87 to 92 of the  17,521,835,449            64.77%                                      16,676,713,036  95.18                    845,122,413    4.82                         435,210,254
       Annual Report for the year ended 31 March 2023.
 14.   To approve the Annual Report on Remuneration contained in the Remuneration      17,918,788,417            66.24%                                      16,260,672,370  90.75                    1,658,116,047  9.25                         49,211,242
       Report of the Board for the year ended 31 March 2023.

 15.   To re-appoint Ernst & Young LLP as the Company's auditor until the end of       17,927,905,446            66.27%                                      17,831,994,108  99.47                    95,911,338     0.53                         29,167,662
       the next general meeting at which accounts are laid before the Company.
 16.   To authorise the Audit and Risk Committee to determine the remuneration of the  17,926,468,702            66.26%                                      17,909,075,223  99.90                    17,393,479     0.10                         30,605,880
       auditor.
 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    17,896,415,371            66.15%                                      17,452,847,432  97.52                    443,567,939    2.48                         60,658,607
       per cent for the purposes of financing an acquisition or other capital
       investment.
 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        17,916,522,720            66.23%                                      17,015,098,221  94.97                    901,424,499    5.03                         40,547,070
       minimum of 14 clear days' notice.
 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
(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)        Jean-François van Boxmeer (Chair)     Amparo Moraleda (Chair)  Amparo Moraleda (Chair)      Simon Segars (Chair)

Stephen A. Carter CBE                Michel Demaré

 Michel Demaré                                                                            Jean-François van Boxmeer    Stephen A. Carter CBE

                           Michel Demaré                         Delphine Ernotte Cunci

 Deborah Kerr                                                                             Christine Ramon              Delphine Ernotte Cunci

 Christine Ramon           David Nish

                                                                                          Simon Segars                 Deborah Kerr

 

David Nish is appointed as Senior Independent Director. Delphine Ernotte Cunci
and Christine Ramon are also appointed as Workforce Engagement Leads.

 

 

- ends -

 

For more information, please contact:

Investor Relations
                 Media Relations

Investors.vodafone.com
       Vodafone.com/media/contact

ir@vodafone.co.uk
              GroupMedia@vodafone.com

Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14
2FN, England. Registered in England No. 1833679

 

 

 

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