Result of AGM

Released : Jul 25, 2023

RNS Number : 1374HVodafone Group Plc25 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 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.

- ends -

For more information, please contact:

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

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

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